UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 (Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20202021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-35878

i-20210630_g1.jpg
INTELSAT S.A.
(Exact name of registrant as specified in its charter)

_____________________________________
Grand Duchy of Luxembourg98-1009418
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
4, rue Albert BorschetteL-1246Luxembourg+35227 841600
(Address of principal executive offices, including zip code)(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Shares, nominal value $0.01 per share
INTEQ1
OTC Pink Marketplace1

Securities Exchange Act of 1934: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒
As of August 4, 2020, 142,145,054July 31, 2021, 142,184,518 common shares of the registrant were outstanding, with a nominal value of $0.01 per share.
1 On May 20, 2020, the New York Stock Exchange (“NYSE”) filed a Form 25 with the U.S. Securities and Exchange Commission to delist the common shares, $0.01 par value, of Intelsat S.A. (the “Registrant”) from the NYSE. The delisting became effective 10 days after the Form 25 was filed. The deregistration of the common shares under Section 12(b) of the Act will become effective 90 days after the filing date of the Form 25, at which point the common shares will be deemed registered under Section 12(g) of the Act. The Registrant’s common shares began trading on the OTC Pink Marketplace on May 19, 2020 under the symbol “INTEQ.”

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TABLE OF CONTENTS
Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 6.

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INTRODUCTION
In this Quarterly Report on Form 10-Q, or Quarterly Report, unless otherwise indicated or the context otherwise requires, (1) the terms “we,” “us,” “our,” “the Company” and “Intelsat” refer to Intelsat S.A., and its subsidiaries on a consolidated basis, (2) the term “Intelsat Holdings” refers to our indirect wholly-owned subsidiary, Intelsat Holdings S.A., (3) the term “Intelsat Investments” refers to Intelsat Investments S.A., Intelsat Holdings’ direct wholly-owned subsidiary, (4) the term “Intelsat Luxembourg” refers to Intelsat (Luxembourg) S.A., Intelsat Investments’ direct wholly-owned subsidiary, (5) the term "Intelsat Envision" refers to Intelsat Envision Holdings LLC, Intelsat Luxembourg's direct wholly-owned subsidiary, (6) the terms “Intelsat Connect” and “ICF” refer to Intelsat Connect Finance S.A., Intelsat Envision’s direct wholly-owned subsidiary, and (7) the term “Intelsat Jackson” refers to Intelsat Jackson Holdings S.A., Intelsat Connect’s direct wholly-owned subsidiary. In this Quarterly Report, unless the context otherwise requires, all references to transponder capacity or demand refer to transponder capacity or demand in the C-band and Ku-band frequencies only.
FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report are to, and all monetary amounts in this Quarterly Report are presented in, U.S. dollars. Unless otherwise indicated, the financial information contained in this Quarterly Report has been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
Certain monetary amounts, percentages and other figures included in this Quarterly Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
In this Quarterly Report, we refer to and rely on publicly available information regarding our industry and our competitors. Although we believe the information is reliable, we cannot guarantee the accuracy and completeness of the information and have not independently verified it.
FORWARD-LOOKING STATEMENTS
Some of the statements in this Quarterly Report and oral statements made from time to time by our representatives constitute forward-looking statements that do not directly or exclusively relate to historical facts. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements as long as they are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements.
When used in this Quarterly Report, the words “may,” “will,” “ might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. Examples of these forward-looking statements include, but are not limited to, statements regarding the following: our belief that the growing worldwide demand for reliable broadband connectivity everywhere at all times, together with our leadership position in our attractive sector, global scale, efficient operating and financial profile, diversified customer sets and sizeable contracted backlog, provide us with a platform for long-term success; our ability to confirm and consummate a plan of reorganization in the Chapter 11 Cases (as defined below); the effects of the Chapter 11 Cases on our liquidity or results of operations or business prospects; other risks related to the Chapter 11 Cases as described further below; our belief that the new and differentiated capacity of our next generation Intelsat Epicsoftware-defined satellites (“SDS”) will provide differentiated inventory to help offset recent trends of pricing pressure, new capacity from other satellite operators, and improved access to fiber links in our network services business; our outlook that the increased volume of services provided by our Intelsat Epic fleethigh-throughput satellites (“HTS”) and SDS over time is expected to stabilize the level of business activity in the network services sector; our expectation that over time incremental demand for capacity to support the new 4K format, also known as ultra-high definition, could offset some of the reductions in demand related to use of new compression technologies in our media business; our expectation that our new services and technologies will open new sectors that are much larger and faster growing than those we support today; our belief that selectively investing,supporting our video neighborhoods, employing a disciplined yield management approach across our business units, developing and emphasizing the development ofmaintaining strong customer relationships and distribution channels for our four primary customer sets, and successfully executing on our business plan to deliver strong operational results will drive stability in our core business; our expectation that developing and scaling our differentiated managed service offerings in targeted growth verticals and leveraging the global footprint, higher performance and better economics of our Intelsat Epic fleet,HTS and SDS platforms, in addition to the flexibility of our innovative terrestrial network, will drive revenue growth; our belief that completing targeted investments and partnerships in differentiated space and ground infrastructure will provide a seamless interface with the broader telecommunications ecosystem; our ability to incorporateoutlook that seeking partnerships and investments for vertical expansion in the growing mobility sector, for example, through our recent Gogo Transaction (as defined below), and in adjacent space-based businesses, will position us for long-term growth; our belief that investing in and deploying innovative new technologies into our network that couldand platforms will change the types of applications we can serve and increase our share of the global demand for broadband connectivity; our projection that our government business will benefit over time from our agile satellite fleet serving the increasing demands for
3



mobility services from the U.S. government for aeronautical and ground mobile
3


requirements; our intention to maximize the value of our spectrum rights; our expectations as to our ability to comply with the final U.S. Federal Communications Commission (“FCC”) order regarding clearing C-band spectrum in North America, including the availability of adequate resources and funds required to comply and the receipt of accelerated clearing payments set forth in the FCC order; our belief that developing differentiated managed services and investing in related software- and standards-based technology will allow us to unlock opportunities that are essential to providing global broadband connectivity; the trends that we believe will impact our revenue and operating expenses in the future; our assessments regarding how long satellites that have experienced anomalies in the past should be able to provide service on their transponders; our belief as to the likelihood of the cause of the failure of Intelsat 29e in 2019 occurring on our other satellites; our assessment of the risks of future anomalies occurring on our satellites; our plans for satellite launches in the near-term; our expected capital expenditures in 20202021 and during the next several years; our belief that the diversity of our revenue allows us to benefit from changing market conditions and lowers our risk from revenue fluctuations in our service applications and geographic regions; our belief that the scale of our fleet can reduce the financial impact of any satellite anomalies or launch failures and protect against service interruptions; and the impact on our financial position or results of operations of pending legal proceedings.
Forward-looking statements reflect our intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about future events. These forward-looking statements speak only as of their dates and are not guarantees of future performance or results and are subject to risks, uncertainties and other factors, many of which are outside of our control. These factors could cause actual results or developments to differ materially from the expectations expressed or implied in the forward-looking statements and include known and unknown risks. Known risks include, among others, the risks discussed in Part I—Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 20192020 (the “2019“2020 Annual Report”), as supplemented by the risks discussed in Part II—Item 1A—Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, the political, economic, regulatory and legal conditions in the markets we are targeting for communications services or in which we operate and other risks and uncertainties inherent in the telecommunications business in general and the satellite communications business in particular.
Other factors that may cause results or developments to differ materially from historical results or developments or the forward-looking statements made in this Quarterly Report include, but are not limited to: 
risks associated with operating our in-orbit satellites;
satellite launch failures, satellite launch and construction delays and in-orbit failures or reduced satellite performance;
potential changes in the number of companies offering commercial satellite launch services and the number of commercial satellite launch opportunities available in any given time period that could impact our ability to timely schedule future launches and the prices we pay for such launches;
our ability to obtain new satellite insurance policies with financially viable insurance carriers on commercially reasonable terms or at all, as well as the ability of our insurance carriers to fulfill their obligations;
possible future losses on satellites that are not adequately covered by insurance;
U.S. and other government regulation;
changes in our contracted backlog or expected contracted backlog for future services;
pricing pressure and overcapacity in the markets in which we compete;
our ability to access capital markets for debt or equity;
the competitive environment in which we operate;
customer defaults on their obligations to us;
our international operations and other uncertainties associated with doing business internationally;
the impact of the novel coronavirus (“COVID-19”) pandemic on our business, the economic environment and our expected financial results;
our expectations as to the benefits and impact on our future financial performance associated with the Company’s recent purchase of the equity of Gogo Inc.’s (NASDAQ: GOGO) (“Gogo”) commercial aviation business (the “Gogo Transaction”);
our ability to successfully integrate Gogo’s commercial aviation business;
litigation; and
other risks discussed in our 20192020 Annual Report or this Quarterly Report.
Further, many of the risks and uncertainties that we face are currently amplified by, and will continue to be amplified by, the risks and uncertainties regarding the Company and certain of its subsidiaries’ voluntary commencement of cases under Chapter 11 (the “Chapter 11 Cases”) under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”), including but not limited to:
our ability to improve our liquidity and long-term capital structure and to address our debt service obligations through the restructuring;
4



our ability to obtain timely approval by the Bankruptcy Court with respect to the motions that we have filed or will file in the Chapter 11 Cases;Cases, including those related to our debtor-in-possession (“DIP”) financing;
objections to the Company’s restructuring process or other pleadings filed that could protract the Chapter 11 Cases or interfere with the Company’s ability to consummate the restructuring;
our ability to retain the exclusive right to propose a Chapter 11 plan of reorganization and our ability to achieve confirmation of such plan;
our ability to develop, obtain support for, confirm and consummate a Chapter 11 plan of reorganization, including the proposed plan of reorganization the Company filed in the Bankruptcy Court on February 12, 2021, as may be modified or amended;
the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases;
4


our substantial level of indebtedness and related debt service obligations and restrictions, including those expected to be imposed by covenants in any exit financing, that may limit our operational and financial flexibility;
the conditions to which our debtor-in-possession (DIP)DIP financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of our control;
our ability to develop and execute our business plan during the pendency of the Chapter 11 Cases;
increased administrative and legal costs related to the Chapter 11 process;
potential delays in the Chapter 11 process due to the effects of the COVID-19 pandemic; and
our ability to continue as a going concern and our ability to maintain relationships with regulators, suppliers, customers, employees and other third parties as a result of such going concern, during the restructuring and the pendency of the Chapter 11 Cases.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, level of activity, performance or achievements. Because actual results could differ materially from our intentions, plans, expectations, anticipations, projections, estimations, predictions, outlook, assumptions and beliefs about the future, you are urged not to rely on forward-looking statements in this Quarterly Report and to view all forward-looking statements made in this Quarterly Report with caution. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

5



PART I. FINANCIAL INFORMATION
 
Item 1.    Financial Statements
INTELSAT S.A. (DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
December 31, 2020June 30, 2021
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$1,060,917 $631,871 
Restricted cash21,130 27,055 
Receivables, net of allowances of $40,785 in 2020 and $29,202 in 2021659,444 1,022,447 
Contract assets, net of allowances39,774 39,280 
Inventory147,094 140,302 
Prepaid expenses and other current assets136,611 123,906 
Total current assets2,064,970 1,984,861 
Satellites and other property and equipment, net4,757,877 4,958,927 
Goodwill2,698,247 2,695,866 
Non-amortizable intangible assets2,295,000 2,295,000 
Amortizable intangible assets, net290,569 271,405 
Contract assets, net of current portion and allowances86,017 76,565 
Other assets605,001 627,486 
Total assets$12,797,681 $12,910,110 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities$252,998 $300,179 
Taxes payable7,493 6,436 
Employee related liabilities43,404 47,010 
Accrued interest payable17,747 18,035 
Current maturities of long-term debt5,903,724 5,909,377 
Contract liabilities157,320 848,691 
Deferred satellite performance incentives47,377 56,115 
Other current liabilities73,479 83,815 
Total current liabilities6,503,542 7,269,658 
Contract liabilities, net of current portion1,447,891 1,108,617 
Deferred satellite performance incentives, net of current portion138,116 127,774 
Deferred income taxes61,345 71,866 
Accrued retirement benefits, net of current portion129,837 118,458 
Other long-term liabilities262,900 283,516 
Liabilities subject to compromise10,168,518 10,169,230 
Shareholders’ deficit:
Common shares, nominal value $0.01 per share1,421 1,422 
Paid-in capital2,573,840 2,576,144 
Accumulated deficit(8,416,410)(8,743,592)
Accumulated other comprehensive loss(80,322)(78,307)
Total Intelsat S.A. shareholders’ deficit(5,921,471)(6,244,333)
Noncontrolling interest7,003 5,324 
Total liabilities and shareholders’ deficit$12,797,681 $12,910,110 
December 31, 2019June 30, 2020
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$810,626  $1,091,758  
Restricted cash20,238  19,227  
Receivables, net of allowances of $40,028 in 2019 and $27,578 in 2020255,722  224,053  
Contract assets47,721  33,546  
Prepaid expenses and other current assets39,230  83,588  
Total current assets1,173,537  1,452,172  
Satellites and other property and equipment, net4,702,063  4,643,723  
Goodwill2,620,627  2,620,627  
Non-amortizable intangible assets2,452,900  2,440,700  
Amortizable intangible assets, net276,752  261,200  
Contract assets, net of current portion74,109  59,799  
Other assets504,394  560,966  
Total assets$11,804,382  $12,039,187  
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities$88,107  $147,880  
Taxes payable6,402  14,393  
Employee related liabilities44,648  31,602  
Accrued interest payable308,657  13,861  
Current portion of long-term debt—  5,398,236  
Contract liabilities137,706  130,748  
Deferred satellite performance incentives42,835  36,002  
Other current liabilities62,446  58,269  
Total current liabilities690,801  5,830,991  
Long-term debt14,465,483  —  
Contract liabilities, net of current portion1,113,450  1,080,175  
Deferred satellite performance incentives, net of current portion175,837  158,937  
Deferred income taxes55,171  75,523  
Accrued retirement benefits, net of current portion125,511  117,244  
Other long-term liabilities166,977  213,042  
Liabilities subject to compromise—  10,172,846  
Shareholders’ deficit:
Common shares, nominal value $0.01 per share1,411  1,421  
Paid-in capital2,565,696  2,569,404  
Accumulated deficit(7,503,830) (8,128,872) 
Accumulated other comprehensive loss(63,135) (61,839) 
Total Intelsat S.A. shareholders’ deficit(4,999,858) (5,619,886) 
Noncontrolling interest11,010  10,315  
Total liabilities and shareholders’ deficit$11,804,382  $12,039,187  

See accompanying notes to unaudited condensed consolidated financial statements.
6



INTELSAT S.A. (DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Revenue$509,407  $482,034  $1,037,856  $940,854  
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)95,447  106,961  200,852  212,046  
Selling, general and administrative55,855  63,863  107,513  144,829  
Depreciation and amortization163,808  162,614  334,902  325,662  
Satellite impairment loss381,565  —  381,565  —  
Impairment of non-amortizable intangible and other assets—  34,043  —  46,243  
Total operating expenses696,675  367,481  1,024,832  728,780  
Income (loss) from operations(187,268) 114,553  13,024  212,074  
Interest expense, net320,680  222,533  637,282  540,862  
Other income (expense), net(28,671) 2,762  (27,259) 5,496  
Reorganization items—  (298,691) —  (298,691) 
Loss before income taxes(536,619) (403,909) (651,517) (621,983) 
Provision for (benefit from) income taxes(7,507) 818  (2,364) 959  
Net loss(529,112) (404,727) (649,153) (622,942) 
Net income attributable to noncontrolling interest(610) (628) (1,191) (1,184) 
Net loss attributable to Intelsat S.A.$(529,722) $(405,355) $(650,344) $(624,126) 
Net loss per common share attributable to Intelsat S.A.:
Basic$(3.76) $(2.85) $(4.65) $(4.40) 
Diluted$(3.76) $(2.85) $(4.65) $(4.40) 
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Revenue$482,034 $507,862 $940,854 $1,010,625 
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)106,961 163,317 212,046 328,549 
Selling, general and administrative63,863 100,161 144,829 202,777 
Depreciation and amortization162,614 168,259 325,662 333,499 
Impairment of non-amortizable intangible and other assets34,043 46,243 
Other operating expense—C-band64,638 122,994 
Total operating expenses367,481 496,375 728,780 987,819 
Income from operations114,553 11,487 212,074 22,806 
Interest expense, net(222,533)(129,893)(540,862)(262,236)
Other income, net2,762 20,218 5,496 29,937 
Reorganization items(298,691)(49,591)(298,691)(105,403)
Loss before income taxes(403,909)(147,779)(621,983)(314,896)
Income tax expense(818)(3,923)(959)(11,112)
Net loss(404,727)(151,702)(622,942)(326,008)
Net income attributable to noncontrolling interest(628)(604)(1,184)(1,174)
Net loss attributable to Intelsat S.A.$(405,355)$(152,306)$(624,126)$(327,182)
Net loss per common share attributable to Intelsat S.A.:
Basic$(2.85)$(1.07)$(4.40)$(2.30)
Diluted$(2.85)$(1.07)$(4.40)$(2.30)
See accompanying notes to unaudited condensed consolidated financial statements.
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INTELSAT S.A. (DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Net loss$(529,112) $(404,727) $(649,153) $(622,942) 
Other comprehensive income (loss), net of tax:
Defined benefit retirement plans:
Reclassification adjustment for amortization of unrecognized prior service credits, net of tax included in other income (expense), net(626) (626) (1,252) (1,252) 
Reclassification adjustment for amortization of unrecognized actuarial loss, net of tax included in other income (expense), net735  1,274  1,471  2,548  
Adoption of ASU 2018-02 (see Note 13—Income Taxes)—  —  (16,191) —  
Other comprehensive income (loss)109  648  (15,972) 1,296  
Comprehensive loss(529,003) (404,079) (665,125) (621,646) 
Comprehensive income attributable to noncontrolling interest(610) (628) (1,191) (1,184) 
Comprehensive loss attributable to Intelsat S.A.$(529,613) $(404,707) $(666,316) $(622,830) 
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Net loss$(404,727)$(151,702)$(622,942)$(326,008)
Other comprehensive income (loss), net of tax:
Defined benefit retirement plans:
Reclassification adjustment for amortization of unrecognized prior service credits, net of tax included in other income, net(626)(626)(1,252)(1,252)
Reclassification adjustment for amortization of unrecognized actuarial loss, net of tax included in other income, net1,274 1,672 2,548 3,267 
Other comprehensive income (loss)648 1,046 1,296 2,015 
Comprehensive loss(404,079)(150,656)(621,646)(323,993)
Comprehensive income attributable to noncontrolling interest(628)(604)(1,184)(1,174)
Comprehensive loss attributable to Intelsat S.A.$(404,707)$(151,260)$(622,830)$(325,167)
See accompanying notes to unaudited condensed consolidated financial statements.
8


INTELSAT S.A. (DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(in thousands, except where otherwise noted)
Common Shares
Number of Shares
(in millions)
AmountPaid-in
Capital
Accumulated
Deficit
Accumulated Other Comprehensive LossTotal Intelsat S.A. Shareholders’ DeficitNoncontrolling
Interest
Balance at December 31, 2018138.0  $1,380  $2,551,471  $(6,606,426) $(43,430) $(4,097,005) $14,396  
Net income (loss)—  —  —  (120,622) —  (120,622) 580  
Dividends paid to noncontrolling interests—  —  —  —  —  —  (1,925) 
Share-based compensation2.6  26  2,913  —  —  2,939  —  
Postretirement/pension liability adjustment, net of tax—  —  —  —  110  110  —  
Adoption of ASU 2018-02 (see Note 13—Income Taxes)
—  —  —  16,191  (16,191) —  —  
Balance at March 31, 2019140.6  $1,406  $2,554,384  $(6,710,857) $(59,511) $(4,214,578) $13,051  
Net income (loss)—  —  —  (529,722) —  (529,722) 610  
Dividends paid to noncontrolling interests—  —  —  —  —  —  (1,469) 
Share-based compensation0.1   3,586  —  —  3,587  —  
Postretirement/pension liability adjustment, net of tax—  —  —  —  109  109  —  
Balance at June 30, 2019140.7  $1,407  $2,557,970  $(7,240,579) $(59,402) $(4,740,604) $12,192  
See accompanying notes to unaudited condensed consolidated financial statements.














9


INTELSAT S.A. (DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(in thousands, except where otherwise noted)
Common Shares
Number of Shares
(in millions)
AmountPaid-in
Capital
Accumulated
Deficit
Accumulated Other Comprehensive LossTotal Intelsat S.A. Shareholders’ DeficitNoncontrolling
Interest
Balance at December 31, 2019141.1 $1,411 $2,565,696 $(7,503,830)$(63,135)$(4,999,858)$11,010 
Net income (loss)— — — (218,771)— (218,771)556 
Dividends paid to noncontrolling interests— — — — — — (1,879)
Share-based compensation1.0 10 971 — — 981 — 
Postretirement/pension liability adjustment, net of tax— — — — 648 648 — 
Adoption of ASU 2016-13
— — — (916)— (916)— 
Balance at March 31, 2020142.1 $1,421 $2,566,667 $(7,723,517)$(62,487)$(5,217,916)$9,687 
Net income (loss)— — — (405,355)— (405,355)628 
Share-based compensation2,737 — — 2,737 — 
Postretirement/pension liability adjustment, net of tax— — — — 648 648 — 
Balance at June 30, 2020142.1 $1,421 $2,569,404 $(8,128,872)$(61,839)$(5,619,886)$10,315 
Common SharesCommon Shares
Number of Shares
(in millions)
AmountPaid-in
Capital
Accumulated
Deficit
Accumulated Other Comprehensive LossTotal Intelsat S.A. Shareholders’ DeficitNoncontrolling
Interest
Number of Shares
(in millions)
AmountPaid-in
Capital
Accumulated
Deficit
Accumulated Other Comprehensive LossTotal Intelsat S.A. Shareholders’ DeficitNoncontrolling
Interest
Balance at December 31, 2019141.1  $1,411  $2,565,696  $(7,503,830) $(63,135) $(4,999,858) $11,010  
Balance at December 31, 2020Balance at December 31, 2020142.1 $1,421 $2,573,840 $(8,416,410)$(80,322)$(5,921,471)$7,003 
Net income (loss)Net income (loss)—  —  —  (218,771) —  (218,771) 556  Net income (loss)— — — (174,876)— (174,876)570 
Dividends paid to noncontrolling interestsDividends paid to noncontrolling interests—  —  —  —  —  —  (1,879) Dividends paid to noncontrolling interests— — — — — — (1,417)
Share-based compensationShare-based compensation1.0  10  971  —  —  981  —  Share-based compensation0.1 723 — — 724 — 
Postretirement/pension liability adjustment, net of taxPostretirement/pension liability adjustment, net of tax—  —  —  —  648  648  —  Postretirement/pension liability adjustment, net of tax— — — — 969 969 — 
Adoption of ASU 2016-13 (see Note 1—General)
—  —  —  (916) —  (916) —  
Balance at March 31, 2020142.1  $1,421  $2,566,667  $(7,723,517) $(62,487) $(5,217,916) $9,687  
Balance at March 31, 2021Balance at March 31, 2021142.2 $1,422 $2,574,563 $(8,591,286)$(79,353)$(6,094,654)$6,156 
Net income (loss)Net income (loss)—  —  —  (405,355) —  (405,355) 628  Net income (loss)— — — (152,306)— (152,306)604 
Dividends paid to noncontrolling interestsDividends paid to noncontrolling interests— — — — — — (1,436)
Share-based compensationShare-based compensation—  —  2,737  —  —  2,737  —  Share-based compensation— — 1,581 — — 1,581 — 
Postretirement/pension liability adjustment, net of taxPostretirement/pension liability adjustment, net of tax—  —  —  —  648  648  —  Postretirement/pension liability adjustment, net of tax— — — — 1,046 1,046 — 
Balance at June 30, 2020142.1  $1,421  $2,569,404  $(8,128,872) $(61,839) $(5,619,886) $10,315  
Balance at June 30, 2021Balance at June 30, 2021142.2 $1,422 $2,576,144 $(8,743,592)$(78,307)$(6,244,333)$5,324 
See accompanying notes to unaudited condensed consolidated financial statements.


109



INTELSAT S.A. (DEBTOR-IN-POSSESSION)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Cash flows from operating activities:
Net loss$(649,153) $(622,942) 
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization334,902  325,662  
Provision for doubtful accounts6,528  29,542  
Foreign currency transaction loss786  6,927  
Loss on disposal of assets171  —  
Satellite impairment loss381,565  —  
Impairment of non-amortizable intangible and other assets—  46,243  
Share-based compensation6,291  6,480  
Deferred income taxes(5,113) 5,631  
Amortization of discount, premium, issuance costs and related costs20,353  17,277  
Non-cash reorganization items—  196,974  
Debtor-in-possession financing fees—  52,182  
Amortization of actuarial loss and prior service credits for retirement benefits224  1,317  
Unrealized losses on derivative financial instruments19,479  349  
Unrealized losses on investments and loans held-for-investment32,869  738  
Sales-type lease7,064  —  
Other non-cash items(109) —  
Changes in operating assets and liabilities:
Receivables10,170  1,266  
Prepaid expenses, contract and other assets(8,907) (28,086) 
Accounts payable and accrued liabilities(1,458) 27,539  
Accrued interest payable(815) 48,775  
Contract liabilities(16,593) (40,365) 
Accrued retirement benefits(7,130) (8,267) 
Other long-term liabilities2,441  (12,748) 
Net cash provided by operating activities133,565  54,494  
Cash flows from investing activities:
Payments for satellites and other property and equipment (including capitalized interest)(158,504) (199,892) 
Origination of loans held-for-investment(13,424) (1,150) 
Proceeds from loans held-for-investment—  724  
Capital contribution to unconsolidated affiliate (including capitalized interest)(338) (2,692) 
Other proceeds from satellites3,750  5,625  
Net cash used in investing activities(168,516) (197,385) 
Cash flows from financing activities:
Proceeds from issuance of long-term debt400,000  —  
Debt issuance costs(4,612) —  
Proceeds from debtor-in-possession financing—  500,000  
Debtor-in-possession financing fees—  (52,182) 
Principal payments on deferred satellite performance incentives(15,195) (19,195) 
Dividends paid to noncontrolling interest(3,394) (1,879) 
Proceeds from exercise of employee stock options235  —  
Other financing activities296  —  
Net cash provided by financing activities377,330  426,744  
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,363) (3,732) 
Net change in cash, cash equivalents and restricted cash341,016  280,121  
Cash, cash equivalents, and restricted cash, beginning of period507,157  830,864  
Cash, cash equivalents, and restricted cash, end of period$848,173  $1,110,985  
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Cash flows from operating activities:
Net loss$(622,942)$(326,008)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization325,662 333,499 
Provision for expected credit losses29,542 15,863 
Foreign currency transaction (gains) losses6,927 (147)
Loss on disposal of assets41 
Impairment of non-amortizable intangible and other assets46,243 
Share-based compensation6,480 12,712 
Deferred income taxes5,631 3,471 
Amortization of discount, premium, issuance costs and related costs17,277 4,978 
Non-cash reorganization items196,974 
Debtor-in-possession financing fees52,182 
Amortization of actuarial loss and prior service credits for retirement benefits1,317 2,126 
Unrealized losses on derivative financial instruments349 
Unrealized (gains) losses on investments and loans held-for-investment738 (15,161)
Amortization of supplemental type certificate costs6,398 
Other non-cash items(130)
Changes in operating assets and liabilities:
Receivables1,266 22,320 
Prepaid expenses, contract and other assets(28,086)19,999 
Accounts payable and accrued liabilities27,539 27,088 
Accrued interest payable48,775 287 
Contract liabilities(40,365)(47,968)
Accrued retirement benefits(8,267)(11,379)
Other long-term liabilities(12,748)(9,629)
Net cash provided by operating activities54,494 38,360 
Cash flows from investing activities:
Capital expenditures (including capitalized interest)(199,892)(468,976)
Acquisition of loans held-for-investment(1,150)
Proceeds from sale of investment15,000 
Proceeds from principal payments on loans held-for-investment724 103 
Capital contribution to unconsolidated affiliate (including capitalized interest)(2,692)
Acquisition of intangible assets(2,040)
Other proceeds from satellites5,625 
Net cash used in investing activities(197,385)(455,913)
Cash flows from financing activities:
Proceeds from debtor-in-possession financing500,000 
Debtor-in-possession financing fees(52,182)
Principal payments on deferred satellite performance incentives(19,195)(6,921)
Dividends paid to noncontrolling interest(1,879)(2,853)
Net cash provided by (used in) financing activities426,744 (9,774)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3,732)(1,294)
Net change in cash, cash equivalents and restricted cash280,121 (428,621)
Cash, cash equivalents, and restricted cash, beginning of period830,864 1,087,547 
Cash, cash equivalents, and restricted cash, end of period$1,110,985 $658,926 
1110



Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Supplemental cash flow information:Supplemental cash flow information:Supplemental cash flow information:
Cash paid for reorganization items included in cash flows from operating activitiesCash paid for reorganization items included in cash flows from operating activities$—  $28,913  Cash paid for reorganization items included in cash flows from operating activities$28,913 $91,717 
Interest paid, net of amounts capitalizedInterest paid, net of amounts capitalized561,031  422,839  Interest paid, net of amounts capitalized422,839 208,571 
Income taxes paid, net of refundsIncome taxes paid, net of refunds6,751  2,628  Income taxes paid, net of refunds2,628 2,546 
Supplemental disclosure of non-cash investing activities:Supplemental disclosure of non-cash investing activities:Supplemental disclosure of non-cash investing activities:
Accrued capital expendituresAccrued capital expenditures$3,822  $64,442  Accrued capital expenditures$64,442 $78,882 
Conversion of loans held-for-investment to equity securitiesConversion of loans held-for-investment to equity securities—  4,802  Conversion of loans held-for-investment to equity securities4,802 
Capitalization of deferred satellite performance incentivesCapitalization of deferred satellite performance incentives5,318 
Conversion of payment-in-kind interest on loans held-for-investmentConversion of payment-in-kind interest on loans held-for-investment1,762 
See accompanying notes to unaudited condensed consolidated financial statements.
1211



INTELSAT S.A. (DEBTOR-IN-POSSESSION)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 20202021
Note 1 1—General
Basis of Presentation
The accompanying condensed consolidated financial statements of Intelsat S.A. and its subsidiaries (“Intelsat S.A.,” “we,” “us,” “our” or the “Company”) have not been audited, but are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) in these footnotes are to the FASB Accounting Standards Codification (“ASC”). The unaudited condensed consolidated financial statements include all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of these financial statements. The results of operations for the periods presented are not necessarily indicative of operating results for the full year or for any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019,2020 (the “2020 Annual Report”), on file with the U.S. Securities and Exchange Commission ("SEC"(“SEC”).
Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of these condensed consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate results could differ from those estimates.
Bankruptcy AccountingC-band Spectrum Clearing
Our condensed consolidated financial statements included herein have been prepared as ifOn March 3, 2020, the U.S. Federal Communications Commission (“FCC”) issued its final order in the C-band proceeding (the “FCC Final Order”), which, among other things, provides for monetary incentives for fixed satellite services (“FSS”) providers to clear a portion of the C-band spectrum on an accelerated basis (the “Acceleration Payments”). On August 14, 2020, the Company filed its C-band spectrum transition plan with the FCC. On September 17, 2020, the Company announced that it finalized materially all of its required contracts with satellite manufacturers and launch-vehicle providers to move forward and meet the accelerated C-band spectrum clearing timelines established by the FCC.
Under the FCC Final Order, the Company is eligible to receive Acceleration Payments of approximately $1.2 billion and $3.7 billion based on the milestone clearing certification dates of December 5, 2021 and December 5, 2023, with the respective payments expected to be received in the first half of each successive year, respectively, subject to the satisfaction of certain deadlines and other conditions. In addition, under the FCC Final Order, we are a going concern and reflect the application of ASC 852, Reorganizations (“ASC 852”). ASC 852 requires the financial statements,also entitled to receive reimbursement payments for periods subsequentcertain C-band spectrum clearing expenses incurred, subject to the commencementsatisfaction of certain conditions set forth in the Chapter 11 proceedings,FCC Final Order. As of December 31, 2020 and June 30, 2021, we incurred $405.2 million and $805.6 million, respectively, related to distinguish transactions and events that are directlyexpected reimbursable costs associated with the reorganization fromFCC Final Order, which are included within the ongoing operations of the business. Accordingly, we classify liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the reorganization under the Chapter 11 proceedings as liabilities subject to compromisereceivables line item on our condensed consolidated balance sheets. In addition, we classify all income, expenses, gains or losses that areFulfillment costs incurred or realized as a result of the Chapter 11 proceedingsFCC Final Order, which include costs to pay personnel or third parties to assist with customer reconfiguration and relocation, installation of filters, and program management costs, are expensed as reorganization items inincurred and are included within other operating expense—C-band on our condensed consolidated statements of operations. See Note 2Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters.
Impact of COVID-19 on the Company
As a result of the novel coronavirus (“COVID-19”) pandemic in the first2020 and second quarters of 2020,continuing into 2021, in an effort to safeguard public health, governments around the world, including United States (“U.S.”) federal, state and local governments, implemented a number of orders and restrictions on travel and businesses, among other things. Some of these measures remain in effect and have negatively impacted the U.S. and other economies around the world in the short-term, while the long-term economic impact of COVID-19 remains unknown.
The COVID-19 pandemic has had an adverse impact on our business, results of operations and financial condition, a trend we expect to continue. Among the impacts of the COVID-19 pandemic were a reduction of revenue and a decreased likelihood of collection from certain mobility customers.customers and our Intelsat CA (as defined below) business. We continue to closely monitor the ongoing impact on our employees, customers, business and results of operations.
12



Bankruptcy Accounting
Our consolidated financial statements included herein have been prepared as if we are a going concern and reflect the application of ASC 852, Reorganizations (“ASC 852”). ASC 852 requires the financial statements, for periods subsequent to the commencement of our Chapter 11 proceedings, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, we classify liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the reorganization under the Chapter 11 proceedings as liabilities subject to compromise on our condensed consolidated balance sheets. In addition, we classify all income, expenses, gains or losses that are incurred or realized as a result of the Chapter 11 proceedings as reorganization items in our condensed consolidated statements of operations. See Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters.
Cash, and Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less, which are generally time deposits with banks and money market funds. The carrying amount of these investments approximates fair value. Restricted cash represents legally restricted amounts being held as a compensating balance for certain outstanding letters of credit.
13


The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within our condensed consolidated balance sheets to the total sum of these amounts reported in our condensed consolidated statements of cash flows (in thousands):
As of
December 31, 2020
As of
June 30, 2021
Cash and cash equivalents$1,060,917 $631,871 
Restricted cash21,130 27,055 
Restricted cash included in other assets5,500 
Cash, cash equivalents and restricted cash$1,087,547 $658,926 
As of
December 31, 2019
As of
June 30, 2020
Cash and cash equivalents$810,626  $1,091,758  
Restricted cash20,238  19,227  
Cash, cash equivalents and restricted cash$830,864  $1,110,985  
Receivables and Allowance for Credit Losses
We provide satellite services and extend credit to numerous customers in the satellite communication, telecommunications and video markets, as well as the airline industry. We monitor our exposure to credit losses and maintain allowances for credit losses and anticipated losses. The Company’s methodology to measure the provision for credit losses considers all relevant information, including but not limited to, information about historical collectability, current conditions and reasonable and supportable forecasts of future economic conditions. We believe we have adequate customer collateral and reserves to cover our exposure.
The following table provides a roll-forward of the allowance for credit losses reported within our condensed consolidated balance sheets (in thousands):
DescriptionThree Months Ended June 30, 2020Three Months Ended June 30, 2021
Accounts ReceivableContract AssetsAccounts ReceivableContract Assets
Balance at April 1$51,061 $1,811 $40,984 $4,529 
Charged to costs and expenses9,771 (173)8,449 (183)
Deductions(1)
(33,254)(20,231)
Balance at June 30$27,578 $1,638 $29,202 $4,346 
DescriptionSix Months Ended June 30, 2020Six Months Ended June 30, 2021
Accounts ReceivableContract AssetsAccounts ReceivableContract Assets
Balance at January 1$40,028 $$40,785 $3,889 
Cumulative-effect adjustment of ASU 2016-13 adoption916 
Charged to costs and expenses28,820 722 15,406 457 
Deductions(1)
(41,270)(26,989)
Balance at June 30$27,578 $1,638 $29,202 $4,346 
(1)Uncollectible accounts written off, net of recoveries.
13



Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes how companies measure and recognize credit impairment for any financial assets. The standard requires companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are within the scope of the standard. We adopted ASU 2016-13 and its amendments in the first quarter of 2020, on a modified retrospective basis. The adoption of ASU 2016-13 and its amendments increased our reserve for credit losses by $0.9 million as of January 1, 2020.
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which is intended to simplify the subsequent measurement of goodwill. The amendments in ASU 2017-04 modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities, as if that reporting unit had been acquired in a business combination. We adopted ASU 2017-04 in the first quarter of 2020, on a prospective basis. As a result, we will measure impairment using the difference between the carrying amount and the fair value of the reporting unit, if required. In the first quarter of 2020, we conducted a goodwill impairment analysis and determined the fair value of our reporting unit to be greater than its carrying value, resulting in 0 impairment of goodwill. See Note 10Goodwill and Other Intangible Assets for further information.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), as part of its disclosure framework project to improve the effectiveness of disclosures in the notes to financial statements. Changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty were applied prospectively for only the most recent interim period presented. All other amendments were applied retrospectively for all periods presented. ASU 2018-13 and its amendments were adopted by the Company in the first quarter of 2020.
Recently Issued Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)—Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”), as part of its disclosure framework project to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-14 modifies and clarifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments remove certain disclosure requirements and require additional disclosures. ASU 2018-14 will be effective for the Company for annual periods in fiscal years ending after December 15, 2020, on a retrospective basis to all periods presented. We are in the process of evaluating the impact that ASU 2018-14 will have on our condensed consolidated financial statements and associated disclosures.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting For Income Taxes(“ (“ASU 2019-12”). The standard removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 was adopted in the first quarter of 2021. The adoption of ASU 2019-12 did not have a material effect on our condensed consolidated financial statements and associated disclosures.
Recently Issued Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The standard simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts regarding an entity’s own equity. ASU 2020-06 is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. ASU 2020-06 will be effective for the Company for interim and annual periods in fiscal years endingbeginning after December 15, 2020.2021. We are in the process of evaluating the impact that ASU 2019-122020-06 will have on our condensed consolidated financial statements and associated disclosures.
14


Note 2 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters
Voluntary Reorganization under Chapter 11
On May 13, 2020, Intelsat S.A. and certain of its subsidiaries (each, a “Debtor” and collectively, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”). Primary factors causing us to file for Chapter 11 protection included the Company’s intention to participate in the accelerated clearing process of C-band spectrum set forth in the U.S. Federal Communications Commission’s (“FCC”) March 3, 2020 final order (the “FCCFCC Final Order”),Order, requiring the Company to incur significant costs related to clearing activities well in advance of receiving reimbursement for such costs and the need for additional financing to fund the C-band clearing process, service our current debt obligations, and meet our operating requirements, as well as the economic slowdown impacting the Company and several of its end markets due to the COVID-19 pandemic. On May 26, 2020, the Company filed a written commitment with the FCC to accelerate clearing of the C-band spectrum in the U.S., and on June 19,August 14, 2020, the Company filed its initial C-band spectrum transition plan with the FCC. On September 17, 2020, the Company announced that it finalized materially all of its required contracts with satellite manufacturers and launch-vehicle providers to move forward and meet the accelerated C-band spectrum clearing timelines established by the FCC.
The Chapter 11 process can be unpredictable and involves significant risks and uncertainties. Pursuant to various orders from the Bankruptcy Court, the Debtors have received approval from the Bankruptcy Court to generally maintain their ordinary operations and uphold certain commitments to their stakeholders, including employees, customers, and vendors, during the restructuring process, subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. Our ability to fund operating expenses may be subject to obtaining further approvals from the Bankruptcy Court in connection with the Chapter 11 Cases.
On June 9, 2020, Intelsat Jackson received approval from the Bankruptcy Court (the “DIP Order”) to enter into a non-amortizing multiple draw superpriority secured debtor-in-possession term loan facility (the “DIP Facility”), in an aggregate principal amount of $1.0$1.0 billion on the terms and conditions as set forth in the DIP Facility credit agreement (the “DIP Credit Agreement”) with certain of the Debtors’ prepetition secured parties (the “DIP Lenders”), and on June 17, 2020, Intelsat Jackson and certain of its subsidiaries as guarantors (together with Intelsat Jackson, the “DIP Debtors”) entered into the DIP Credit Agreement with the DIP Lenders. Lenders, as amended by an amendment (“DIP Amendment No. 1”) to the DIP Credit Agreement, dated as of August 24, 2020, a second amendment (“DIP Amendment No. 2”), dated as of November 25, 2020, and a third amendment (“DIP Amendment No. 3”), dated as of July 13, 2021. For additional information regarding the DIP Facility, and DIP Credit Agreement, DIP Amendment No. 1, DIP Amendment No. 2 and DIP Amendment No. 3, see Note 11—12—Debt.
On July 11, 2020, the Debtors filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing.
On February 11, 2021, the Debtors entered into a plan support agreement (together with all exhibits and schedules thereto, the “PSA”) with certain of the Debtors’ prepetition secured and unsecured creditors (the “Consenting Creditors” and together with the Debtors, the “PSA Parties”). The PSA contains certain covenants on the part of the PSA Parties, including but not limited to the Consenting Creditors voting in favor of the Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (as proposed, the “Plan”), and provides that the Debtors shall achieve certain milestones (unless extended or waived in writing). In connection with the PSA, on February 12, 2021, the Debtors filed the Plan and the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (the “Disclosure Statement”), which describes a variety of topics related to the Chapter 11 Cases, including (i) events leading to the Chapter 11 Cases; (ii) significant events that took place during the Chapter 11
14



Cases; (iii) certain terms of the Plan; and (iv) certain anticipated risk factors associated with, and anticipated consequences of the Plan. The Bankruptcy Court is currently scheduled to determine the adequacy of the Disclosure Statement in the third quarter of 2021.
The filing of the Chapter 11 Cases constituted an event of default that accelerated substantially all of our obligations under the documents governing the prepetition existing indebtedness of Intelsat S.A., Intelsat Luxembourg, Intelsat Connect and Intelsat Jackson. For additional discussion regarding the impact of the Chapter 11 Cases on our debt obligations, see Note 11—12—Debt.
While the Chapter 11 Cases are pending, the Debtors do not anticipate making interest payments due under their respective unsecured debt instruments; however, the Debtors expect to make monthly interest payments on their senior secured debt instruments pursuant to the adequate protection requirements under the DIP Order. For each of the three and six months ended June 30, 2020, theThe contractual interest expense pursuant to our unsecured debt instruments that was not recognized in our condensed consolidated statementsstatement of operations was $102.5 million.
In ordermillion and $192.3 million for the Debtors to emerge successfully from Chapter 11,three months ended June 30, 2020 and 2021, respectively, and $102.5 million and $384.5 million for the Debtors must obtain the required votessix months ended June 30, 2020 and 2021, respectively.
Delisting of creditors accepting a plan of reorganization as well as the Bankruptcy Court’s confirmation of such plan. A reorganization plan determines the rights and satisfaction of claims of various creditors and security holders and is subject to the ultimate outcome of negotiations and Bankruptcy Court decisions ongoing through the date on which it is confirmed.
Notice of DelistingIntelsat S.A. Common Shares
On May 20, 2020, the New York Stock Exchange (“NYSE”) filed a Form 25 with the SEC to delist the Company’s common shares, $0.01 par value from the NYSE. The delisting became effective 10 days after the Form 25 was filed. The deregistration of the common shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will becomebecame effective 90 days after the filing date of the Form 25, at which point the25. The common shares will be deemedremain registered under Section 12(g) and Section 15(d) of the Exchange Act. The Company’s common shares began trading on the OTC Pink Marketplace on May 19, 2020 under the symbol “INTEQ.”
Liabilities Subject to Compromise
Prepetition unsecured liabilities of the Debtors subject to compromise under the Chapter 11 proceedings have been distinguished from secured liabilities that are not expected to be compromised and post-petition liabilities in our condensed consolidated balance sheets. Liabilities subject to compromise have been recorded at the amounts expected to be allowed by the Bankruptcy Court. The ultimate settlement amounts of these liabilities remain at the discretion of the Bankruptcy Court and may vary from the expected allowed amounts.
15


Liabilities subject to compromise consisted of the following (in thousands):
As of
June 30, 2020
Accounts payable$10,876 
Debt subject to comprise9,782,161 
Accrued interest on debt subject to compromise341,676 
Other long-term liabilities subject to compromise38,133 
Total liabilities subject to compromise$10,172,846 
As of
December 31, 2020
As of
June 30, 2021
Accounts payable$9,545 $10,645 
Debt subject to comprise9,782,161 9,782,161 
Accrued interest on debt subject to compromise341,676 341,676 
Other long-term liabilities subject to compromise35,136 34,748 
Total liabilities subject to compromise$10,168,518 $10,169,230 
Reorganization Items
The income, expenses, gains and losses directly and incrementally resulting from the Chapter 11 Cases are separately reported as reorganization items in our condensed consolidated statementsstatement of operations.
Reorganization items consisted of the following (in thousands):
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2020
Adjustment of debt discount, premium and issuance costs$196,974  $196,974  
Debtor-in-possession financing fees52,182  52,182  
Professional fees48,971  48,971  
Other reorganization costs564  564  
Total reorganization items$298,691  $298,691  
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Adjustment of debt discount, premium and issuance costs$196,974 $$196,974 $
Debtor-in-possession financing fees52,182 52,182 
Professional fees48,971 49,591 48,971 105,373 
Other reorganization costs564 564 30 
Total reorganization items$298,691 $49,591 $298,691 $105,403 
Going Concern
Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business. In connection with the preparation of our condensed consolidated financial statements, we conducted an evaluation as to whether there
15



were conditions and events, considered in the aggregate, that raised substantial doubt as to the Company’s ability to continue as a going concern. As reflected in our condensed consolidated financial statements, the Company had cash and cash equivalents of $1.1 billion$631.9 million and an accumulated deficit of $8.1$8.7 billion as of June 30, 2020.2021. The Company generated income from operations of $212.1$22.8 million and a net loss of $622.9$326.0 million for the six months ended June 30, 2020.2021.
In light of the Company’s Chapter 11 proceedings, our ability to continue as a going concern is contingent upon, among other things, our ability to, subject to the Bankruptcy Court’s approval, implement a business plan of reorganization, emerge from the Chapter 11 proceedings and generate sufficient liquidity following the reorganization to meet our contractual obligations and operating needs. As a result of risks and uncertainties related to, among other things, (i) the Company’s ability to obtain requisite support for the business plan of reorganization from various stakeholders, and (ii) the disruptive effects of the Chapter 11 proceedings on our business making it potentially more difficult to maintain business, financing and operational relationships, substantial doubt exists regarding our ability to continue as a going concern.
The filing of the Chapter 11 Cases constituted an event of default that accelerated substantially all of our obligations under the documents governing the prepetition existing indebtedness of Intelsat S.A., Intelsat Luxembourg, Intelsat Connect and Intelsat Jackson. As such, we have reclassified all such debt obligations, other than debt subject to compromise, to current portionmaturities of long-term debt on our condensed consolidated balance sheetsheets as of December 31, 2020 and June 30, 2020.2021. For additional discussion regarding the impact of the Chapter 11 Cases on our debt obligations, see Note 11—12—Debt.
Our condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Note 3 3—Acquisition of Gogo’s Commercial Aviation Business
On August 31, 2020, following approval from the Bankruptcy Court, Intelsat Jackson and Gogo Inc. (NASDAQ: GOGO), a Delaware corporation (“Gogo”), entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with respect to Gogo’s commercial aviation business, consisting of all of the equity interests of Gogo LLC and Gogo International Holdings LLC (collectively known as “Intelsat CA”), for $400.0 million in cash, subject to customary adjustments. On December 1, 2020, Intelsat Jackson completed the acquisition pursuant to the terms and conditions of the Purchase and Sale Agreement (the “Gogo Transaction”). Upon completion of the acquisition, the entities comprising the Intelsat CA business became indirect wholly-owned subsidiaries of Intelsat S.A.
Intelsat CA is one of the largest global providers of in-flight broadband connectivity. The acquisition of Intelsat CA brings together two complementary enterprises – one of the world’s largest satellite operators with a leading provider of commercial in-flight broadband and entertainment services, to deliver innovation and long-term value to commercial airlines.
The Company accounted for the business combination in accordance with ASC 805, Business Combinations. The Company recorded the acquisition using the acquisition method of accounting and recognized assets and liabilities at their fair value as of the date of acquisition. The Company based the preliminary allocation of the purchase price on estimates and assumptions known at the date of acquisition that are subject to change within the purchase price allocation period, which is generally one year from the acquisition date.
The net payment associated with the transaction was $386.4 million, which represents total cash consideration of $400.0 million, adjusted for estimated closing cash, indebtedness, working capital excess and any transaction expenses. The primary difference between the net payment and purchase consideration of $409.1 million was the settlement of a pre-existing relationship that was favorable to Intelsat S.A.
16



The following table summarizes the preliminary allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed on the acquisition date, based on estimated fair values both as disclosed in the Company’s 2020 Annual Report and as adjusted for measurement period adjustments identified during the first half of 2021 (in thousands):
Purchase Price Allocation
As of
December, 1, 2020 (preliminary)
Measurement Period AdjustmentsAs of
June 30, 2021
(as adjusted)
Assets acquired
Cash and cash equivalents$9,867 $$9,867 
Receivables, net of allowances52,849 138 52,987 
Inventory144,014 (5,619)138,395 
Prepaid expenses and other current assets36,140 36,140 
Property and equipment41,328 6,522 47,850 
Amortizable intangible assets
Software45,464 45,464 
Trade name1,000 1,000 
Goodwill77,620 (2,381)75,239 
Other assets
Supplemental type certificates24,253 48 24,301 
Line fit certificates21,776 21,776 
Other assets100,566 100,566 
Total assets acquired554,877 (1,292)553,585 
Liabilities assumed
Current liabilities
Accounts payable and accrued liabilities(63,300)779 (62,521)
Contract liabilities(13,527)513 (13,014)
Other current liabilities(25,472)(25,472)
Noncurrent liabilities(43,522)(43,522)
Total liabilities assumed(145,821)1,292 (144,529)
Total purchase consideration$409,056 $$409,056 
The fair value estimates of the net assets acquired are based upon calculations and valuations, and estimates and assumptions regarding certain tangible and identifiable intangible assets acquired and liabilities assumed. The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill represents expected synergies in mobility services and connectivity, $64.5 million of which is deductible for tax purposes.
The measurement period adjustments decreased the provisionally recognized goodwill by $2.4 million and have been recognized prospectively, which primarily relate to a $6.5 million adjustment in the provisional value of property and equipment and a $5.6 million adjustment in the provisional value of inventory as a result of additional information obtained during the first half of 2021. These adjustments did not have a material impact on our condensed consolidated balance sheets, statements of operations or cash flows in any periods previously reported.
The following table presents the unaudited pro forma revenue and net loss of the Company, inclusive of Intelsat CA, as if the acquisition had occurred on January 1, 2020, for the three and six months ended June 30, 2020 (in thousands):
Pro Forma
Three Months Ended June 30, 2020Six Months Ended June 30, 2020
Revenue$516,070 $1,080,220 
Net loss(477,133)(771,294)
The unaudited pro forma combined financial information is disclosed for illustrative purposes only, and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the dates indicated or what the results would be for any future periods.
17



Acquisition-related costs amounted to $0.1 million for both the three and six months ended June 30, 2020, and $1.6 million and $5.0 million for the three and six months endedJune 30, 2021, respectively, which were included within selling, general and administrative expenses in our condensed consolidated statements of operations.
Note 4—Share Capital
Under our Articles of Incorporation, we have an authorized share capital of $10.0 million, represented by 1.0 billion shares of any class with a nominal value of $0.01 per share. At June 30, 2020,2021, there were approximately 142.1142.2 million common shares issued and outstanding.
16


Note 4 5—Revenue
(a) Revenue RecognitionContract Liabilities
We earn revenue primarily by providing servicesAs of December 31, 2020 and June 30, 2021, we had contract liabilities of $405.2 million and $805.6 million, respectively, related to our customers using our satellite transponder capacity. Our customers generally obtain satellite capacity from us by placing an order pursuant to onereimbursable costs associated with the FCC Final Order. As of several master customer service agreements. On-network services are comprised primarilyDecember 31, 2020, these amounts were included within contract liabilities, net of services deliveredcurrent portion, and as of June 30, 2021, $698.0 million of these amounts were included within contract liabilities and $107.6 million of these amounts were included within contract liabilities, net of current portion, on our owned network infrastructure, as well as commitments for third-party capacity, generally long-term in nature, that we integrate and market as part of our owned infrastructure. In the case of third-party services in support of government applications, the commitments for third-party capacity are shorter and matched to the government contracting period, and thus remain classified as off-network services. Off-network services can include transponder services and other satellite-based transmission services, such as mobile satellite services (“MSS”), which are sourced from other operators, often in frequencies not available on our network. Under the category Off-Network and Other Revenues, we also include revenues from consulting and other services.
For each service type, the price per unit in our contracts is generally fixed for each defined time period. While the number of units or price per unit in our multi-year contracts may be different by year or another time period, the number of units and price per unit are fixed for each defined time period and the total contract price is fixed. To determine the proper revenue recognition method for contracts, we evaluate whether two or more services should be combined and accounted for as a single performance obligation. Our specific revenue recognition policies are as follows:
Satellite Utilization Charges
The Company’s contracts for satellite utilization services often contain multiple service orders for the provision of capacity on or over different beams, satellites, frequencies, geographies or time periods. Under each separate service order, the Company’s satellite services, comprised of transponder services, managed services, channel services, and occasional use managed services, are delivered in a series of time periods that are distinct from each other and have the same pattern of transfer to the customer. In each period, the Company’s obligation is to make those services available to the customer. Throughout each service period, the Company provides services that are able to be used continuously, and the customer simultaneously receives and consumes the benefits provided by the Company. We believe that, given that our services are stand-ready obligations that are available continuously, the passage of time most faithfully reflects our satisfaction of the performance obligation. We also have certain obligations, including providing spare or substitute capacity if available, in the event of satellite service failure under certain long-term agreements. While we are generally not obligated to refund satellite utilization payments previously made, credits may be granted for sustained service outages in certain limited circumstances.
Similar to satellite utilization charges, we have determined that the customer simultaneously receives and consumes benefits provided by the Company for satellite related consulting and technical services, tracking, telemetry and commanding services (“TT&C”) and in-orbit backup services, as detailed below. Therefore, similar to satellite utilization charges, we believe that the passage of time most faithfully reflects our satisfaction of the performance obligation for these services:
Satellite-Related Consulting and Technical Services
We recognize revenue from the provision of consulting services as those services are performed. We recognize revenue for consulting services with specific performance obligations, such as transfer orbit support services or training programs over the service period.
TT&C
We earn TT&C services revenue from providing operational services to other satellite owners and from certain customers on our satellites. TT&C agreements entered into in connection with our satellite utilization contracts are typically for the period of the related service agreement. We recognize this revenue over the term of the service agreement.
In-Orbit Backup Services
We provide back-up transponder capacity that is held on reserve for certain customers on agreed-upon terms. We recognize revenues for in-orbit backup services over the term of the related agreement.
Revenue Share Arrangements
We recognize revenues under revenue share agreements for satellite-related services either on a gross or net basis in accordance with principal versus agent considerations.
17


We occasionally sell products or services individually or in some combination to our customers. When products or services are sold together, we allocate revenue for each performance obligation based on each obligation’s relative selling price. In these arrangements, revenue for products is recognized when the transfer of control passes to the customer, while service revenue is recognized over the service term.
Contract Assets
Contract assets include unbilled amounts typically resulting from sales under our long-term contracts when the total contract value is recognized on a straight-line basis and the revenue recognized exceeds the amount billed to the customer.
Contract Liabilities
Contract liabilities consist of advance payments and collections in excess of revenue recognized and deferred revenue. Our contracts at times contain prepayment terms that range from one month to one year in advance of providing the service. As a practical expedient, we do not need to adjust the promised amount of consideration for the effects of a significant financing component if we expect, at contract inception, that the period of time between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. For a small subset of contracts with advance payments that contain prepayment terms greater than one year and up to fifteen years, we assess whether a significant financing component exists by considering the difference between the amount of promised consideration and the cash selling price of the promised services. The prepayment amount is generally based on a standard methodology that discounts the total of the standard monthly charges over the service term to determine the prepayment amount, resulting in a difference between the amount of promised consideration and the cash selling price of the promised services. The Company considers the timing difference between payment and the promised transfer of services, combined with the Company’s incremental borrowing rates, to determine whether a significant financing component exists. When a significant financing component exists, the amount of revenue recognized exceeds the amount of cash received from the customer. After receiving cash from the customer but prior to the Company providing services, the Company records additional contract liabilities as well as offsetting interest expense to reflect the upfront financing the Company is effectively receiving from the customer. Once the Company begins providing services, additional interest expense is recorded each period using the effective interest method, as well as corresponding additional revenue, which is recognized ratably over the service period.condensed consolidated balance sheets.
For the three months ended June 30, 20192020 and 2020,2021, we recognized revenue of $55.3$51.6 million and $51.6$49.9 million, respectively, and for the six months ended June 30, 20192020 and 2020,2021, we recognized revenue of $145.5$137.7 million and $137.7$140.3 million, respectively, that were included in the contract liability balances as of January 1, 20192020 and 2020, respectively. In addition, the total amount of consideration included in contract assets as of January 1, 2019 and 2020 that became unconditional for the six months ended June 30, 2019 and 2020 was $9.1 million and $15.1 million,2021, respectively.
(b) Assets Recognized from the Costs to Obtain a Customer Contract
We recognize an assetFor the three months ended June 30, 2020 and 2021, we capitalized $1.3 million and $3.7 million for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that our sales incentive program meets the requirements to be capitalized due to the incremental nature of the costs and the expectation that the Company will recover such costs. The assets recognized from the costs to obtain a customer contract, are amortized over a period that is consistent with the transfer to the customer of the services to which the asset relates. We capitalized $2.0 million and $1.3 million for our sales incentive programrespectively, and amortized $1.7 million and $1.1 million for the three months ended June 30, 2019 and 2020, respectively, and we capitalized $4.0 million and $2.4 million for our sales incentive program and amortized $3.5 million and $2.7 million forduring each of those periods. For the six months ended June 30, 20192020 and 2020,2021, we capitalized $2.4 million and $6.4 million for costs to obtain a customer contract, respectively, and amortized $2.7 million and $2.4 million, respectively. As of December 31, 20192020 and June 30, 2020,2021, capitalized costs relating to our sales incentive program were $9.4obtain a customer contract amounted to $10.4 million and $9.1$14.3 million, respectively, whichand were included within other assets in our condensed consolidated balance sheets.
Contract Modifications
Contracts are often modified to account for changes in contract specifications or requirements. We consider contract modifications to exist when the modification either creates new rights or obligations or changes the existing enforceable rights and obligations of either party. Most of our contract modifications are for goods and services that are distinct from the existing contract, as they consist of additional months of service priced at the Company’s standalone selling prices of the additional services and are therefore treated as separate contracts. For contract modifications that do not result in additional distinct goods or services, the effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue.
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Significant Judgments
We occasionally enter into certain contracts in which the customer makes payments in advance of services to be delivered, which may be years in the future. The reasons for the prepayments in these contracts vary, but generally can be either for the customer’s benefit or for the Company’s benefit (such as the ability to use the cash received from the customer to pay for the construction of a satellite asset). The determination of whether contracts with a prepayment provision contain a significant financing component requires judgment. The Company makes this determination based on various factors, including the differences between the amount of promised consideration and cash selling prices, the length of time between payment and the transfer of services and prevailing interest rates in the market.
While most satellite utilization contracts contain multiple performance obligations for each transponder service on different satellites, the service period for the different satellite utilization performance obligations is generally the same time period. In the event that the time period for multiple performance obligations is not the same, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling price of the promised good or service underlying such performance obligation. Judgment is required to determine the standalone selling price for each distinct performance obligation. In order to estimate standalone selling prices, we use an adjusted market assessment approach which involves an evaluation of the market and an estimate of the price that our customers are willing to pay, or an expected cost plus a margin approach.
When more than one party is involved in providing goods or services to a customer, we generally recognize the transaction on a gross basis due to the level of control that we have prior to the transfer of the good or service. These arrangements include instances where we procure equipment from vendors and sell to third-party customers, when we enter into revenue sharing arrangements with other parties and when we purchase capacity for voice, data and video services provided by third-party commercial satellite operators for which the desired frequency type or geographic coverage is not available on our network. Our third-party capacity arrangements (off-network) are more significant and, in determining whether we are the principal or the agent in these arrangements, we consider whether or not we control the service before it is transferred to the customer. In this determination, we consider the definition of control as set forth in ASC 606, Revenue from Contracts with Customers (“ASC 606”), in ASC 606-10-25-25. When we purchase satellite transponder capacity from a third party, we have the ability to direct the use of and obtain substantially all of the remaining benefits from the purchased capacity. We obtain the right to the service to be performed by the third party, which gives the Company the ability to direct that party to provide the service to the customer on the Company’s behalf. No other third party can direct the use of or obtain any benefits from the capacity.
We also considered the factors in ASC 606-10-55-39 in the Company’s determination of control. In the vast majority of cases, when we resell capacity to third party customers, we are primarily responsible for the fulfillment of the services and acceptability of the service. Additionally, the Company has full discretion in establishing the pricing for transponder services with the customer and assumes the credit risk associated with capacity purchased from the third party. In the event the service is not acceptable to the customer, we are required to identify an alternative solution. Based on these considerations, we have concluded that we are the principal in the transaction for these arrangements. When these factors are not met, the Company recognizes revenue for third-party capacity arrangements on a net basis.
Judgment is required in determining whether we are the principal or the agent in transactions involving third parties.
(c) Remaining Performance Obligations
Our remaining performance obligation is our expected future revenue under our existing customer contracts and includes both cancelable and non-cancelable contracts. Our remaining performance obligation was approximately $6.3$5.8 billion as of June 30, 2020, approximately 92% of which related to contracts that were non-cancelable and approximately 8% of which related to contracts that were cancelable subject to substantial termination fees. We assess the contract term of our cancelable contracts as the full stated term of the contract assuming each contract is not canceled since the termination penalty upon cancellation is substantive.2021. As of June 30, 2020,2021, the weighted average remaining customer contract life was approximately 4.13.7 years. Approximately 32%34%26%27%, and 42%39% of our total remaining performance obligation as of June 30, 20202021 is expected to be recognized as revenue during 20202021 and 2021, 2022, and 2023 and 2024, and 2025 and thereafter, respectively. The amount included in the remaining performance obligation represents the full-service charge for the duration of the contract and does not include termination fees. The amount of the termination fees, which is not included in the remaining performance obligation amount, is generally calculated as a percentage of the remaining performance obligation associated with the contract. In certain cases of breach for non-payment or customer financial distress or bankruptcy, we may not be able to recover the full value of certain contracts or termination fees. Our remaining performance obligation includes 100% of the remaining performance obligation of our consolidated ownership interests, which is consistent with the accounting for our ownership interest in these entities.
(b)(d) Business and Geographic Segment Information
We operate in a single industry segment in which we provide satellite and other communications services to our communications customers around the world. Our revenues are disaggregated by billing region, service type and customer set. Revenue by region is based on the locations of
19


customers to which services are billed. Our satellites are in geosynchronous orbit, and consequently are not attributable to any geographic location. Of our remaining assets, substantially all are located in the U.S. Intelsat CA revenues are allocated to the geographic location where the airline customer is domiciled.
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The following table disaggregates revenue by billing region (in thousands, except percentages):
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
North America$257,479 53 %$287,112 57 %$492,483 52 %$572,354 57 %
Europe52,846 11 %55,512 11 %106,784 11 %108,465 11 %
Latin America and Caribbean54,007 11 %48,953 10 %105,482 11 %98,660 10 %
Africa and Middle East58,900 12 %57,551 11 %120,803 13 %113,472 11 %
Asia-Pacific58,802 12 %58,734 12 %115,302 12 %117,674 12 %
Total$482,034 $507,862 $940,854 $1,010,625 
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
North America$264,643  52 %$257,479  53 %$533,013  51 %$492,483  52 %
Europe64,513  13 %52,846  11 %125,789  12 %106,784  11 %
Latin America and Caribbean60,866  12 %54,007  11 %126,343  12 %105,482  11 %
Africa and Middle East61,686  12 %58,900  12 %124,106  12 %120,803  13 %
Asia-Pacific57,699  11 %58,802  12 %128,605  12 %115,302  12 %
Total$509,407  $482,034  $1,037,856  $940,854  
The following table disaggregates revenue by type of service (in thousands, except percentages):
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
On-Network Revenues
Transponder services$343,599 71 %$324,053 64 %$674,934 72 %$649,163 64 %
Managed services85,050 18 %70,228 14 %157,311 17 %139,854 14 %
Channel391 %186 %816 %381 %
Total on-network revenues429,040 89 %394,467 78 %833,061 89 %789,398 78 %
Off-Network and Other Revenues
Transponder, MSS and other off-network services43,617 %39,708 %87,305 %82,303 %
Satellite-related services9,377 %9,487 %20,488 %18,493 %
Total off-network and other revenues52,994 11 %49,195 10 %107,793 11 %100,796 10 %
In-flight Services Revenues
Services57,296 11 %102,007 10 %
Equipment6,904 %18,424 %
Total in-flight services revenue64,200 13 %120,431 12 %
Total$482,034 $507,862 $940,854 $1,010,625 
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
On-Network Revenues
Transponder services$369,586  73 %$343,599  71 %$746,870  72 %$674,934  72 %
Managed services91,335  18 %85,050  18 %184,536  18 %157,311  17 %
Channel585  — %391  — %1,276  — %816  — %
Total on-network revenues461,506  91 %429,040  89 %932,682  90 %833,061  89 %
Off-Network and Other Revenues
Transponder, MSS and other off-network services37,717  %43,617  %87,575  %87,305  %
Satellite-related services10,184  %9,377  %17,599  %20,488  %
Total off-network and other revenues47,901  %52,994  11 %105,174  10 %107,793  11 %
Total$509,407  $482,034  $1,037,856  $940,854  
ByThe following table disaggregates revenue by type of customer application our revenues from network services, media, government and satellite-related services were $185.2 million, $223.5 million, $93.3 million and $7.5 million, respectively, for the three months ended June 30, 2019, as compared to $176.7 million, $202.5 million, $96.1 million and $6.7 million, respectively, for the three months ended June 30, 2020. Revenues from network services, media, government and satellite-related services were $389.4 million, $449.5 million, $186.5 million and $12.4 million, respectively, for the six months ended June 30, 2019, as compared to $326.1 million, $408.4 million, $191.9 million and $14.5 million, respectively, for the six months ended June 30, 2020.(in thousands, except percentages):
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Network services$176,699 37 %$221,034 44%$326,077 35 %$435,003 43 %
Media202,563 42 %184,153 36%408,393 43 %369,106 37 %
Government96,106 20 %95,843 19%191,859 20 %193,756 19 %
Satellite-related services6,666 %6,832 1%14,525 %12,760 %
Total$482,034 $507,862 $940,854 $1,010,625 
Our largest customer accounted for approximately 14% of our revenue during each of the three months ended June 30, 2019 and 2020, and 14% and 15% during the six months ended June 30, 2019 and 2020, respectively. Our ten largest customers accounted for approximately 40% and 42%11% of our revenue during the three months ended June 30, 20192020 and 2020,2021, respectively, and 40%15% and 11% during each of the six months ended June 30, 20192020 and 2020.2021, respectively. Our ten largest customers accounted for approximately 42% and 36% of our revenue during the three months ended June 30, 2020 and 2021, respectively, and 40% and 36% during the six months ended June 30, 2020 and 2021, respectively.
Note 5 6—Net Loss per Share
Basic net loss per common share attributable to Intelsat S.A. (“EPS”) is computed by dividing net loss attributable to Intelsat S.A.’s common shareholders by the weighted average number of common shares outstanding during the periods. Diluted EPS assumes the issuance of common shares pursuant to share-based compensation plans and conversion of the Intelsat S.A. 4.5% Convertible Senior Notes due 2025 (the "2025“2025 Convertible Notes"Notes”), unless the effect of such issuances would be anti-dilutive.
2019



The following table sets forth the computation of basic and diluted EPS (in thousands, except per share data or where otherwise noted):
 Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Numerator:
Net loss attributable to Intelsat S.A.$(529,722) $(405,355) $(650,344) $(624,126) 
Denominator:
Basic weighted average shares outstanding (in millions)140.7  142.1  139.8  141.8  
Diluted weighted average shares outstanding (in millions):140.7  142.1  139.8  141.8  
Basic EPS$(3.76) $(2.85) $(4.65) $(4.40) 
Diluted EPS$(3.76) $(2.85) $(4.65) $(4.40) 
In June 2018, Intelsat S.A. completed an offering of $402.5 million aggregate principal amount of its 2025 Convertible Notes. We do not expect to settle the principal amount of the 2025 Convertible Notes in cash, and therefore use the if-converted method for calculating any potential dilutive effect of the conversion on diluted EPS, if applicable. Under the indenture governing the 2025 Convertible Notes (the “2025 Indenture”), the 2025 Convertible Notes are eligible for conversion depending upon the trading price of our common shares and under other conditions set forth in the indenture until December 15, 2024, and thereafter without regard to any conditions. The commencement of the Chapter 11 Cases constituted an event of default under the 2025 Indenture. See Note 11—Debt for additional information on the impact of the Chapter 11 Cases on our debt obligations.
 Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Numerator:
Net loss attributable to Intelsat S.A.$(405,355)$(152,306)$(624,126)$(327,182)
Denominator:
Basic weighted average shares outstanding (in millions)142.1 142.2 141.8 142.2 
Diluted weighted average shares outstanding (in millions)142.1 142.2 141.8 142.2 
Basic EPS$(2.85)$(1.07)$(4.40)$(2.30)
Diluted EPS$(2.85)$(1.07)$(4.40)$(2.30)
Due to a net loss for each of the three and six months ended June 30, 20192020 and 2020,2021, there were 0 dilutive securities, and therefore, basic and diluted EPS were the same. The weighted average number of common shares that could potentially dilute basic EPS in the future was 27.222.1 million and 22.122.7 million for the three months ended June 30, 20192020 and 2020,2021, respectively, and 26.922.3 million and 22.322.6 million for the six months ended June 30, 20192020 and 2020,2021, respectively, primarily consisting of the 2025 Convertible Notes.
Note 6 7—Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosure ("(“ASC 820"820”) defines fair value, establishes a market-based framework or hierarchy for measuring fair value and provides for certain required disclosures about fair value measurements. The guidance is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value but does not require any new fair value measurements.
The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows:
Level 1—unadjusted quoted prices for identical assets or liabilities in active markets;
Level 2—quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and
Level 3—unobservable inputs based upon the reporting entity’s internally developed assumptions which market participants would use in pricing the asset or liability.
Recurring Fair Value Measurements
The tables below present assets measured and recorded at fair value in our condensed consolidated balance sheets on a recurring basis and their corresponding level within the fair value hierarchy (in thousands). No transfers between Level 1, Level 2 and Level 3 fair value measurements occurred for the three and six months ended June 30, 2020.
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2021.
Fair Value Measurements as of December 31, 2019 Fair Value Measurements as of December 31, 2020
DescriptionDescriptionAs of December 31, 2019Level 1Level 2Level 3DescriptionAs of December 31, 2020Level 1Level 2Level 3
DescriptionAs of December 31, 2020Level 1Level 2Level 3
AssetsAssetsAssets
Marketable securities(1)
Marketable securities(1)
$5,145  $5,145  $—  $—  
Marketable securities(1)
$5,205 $5,205 $$
Undesignated interest rate cap contracts(2)
372  372  
Common stock warrant(3)
3,239  3,239  
Common stock warrant(2)
Common stock warrant(2)
3,239 03,239 
Total assetsTotal assets$8,756  $5,145  $372  $3,239  Total assets$8,444 $5,205 $$3,239 
 Fair Value Measurements as of June 30, 2020  Fair Value Measurements as of June 30, 2021
DescriptionDescriptionAs of June 30, 2020Level 1Level 2Level 3DescriptionAs of June 30, 2021Level 1Level 2Level 3
DescriptionAs of June 30, 2021Level 1Level 2Level 3
AssetsAssetsAssets
Marketable securities(1)
Marketable securities(1)
$4,682  $4,682  $—  $—  
Marketable securities(1)
$5,450 $5,450 $$
Undesignated interest rate cap contracts(2)
23  23  
Common stock warrant(3)
3,239  —  —  3,239  
Common stock warrant(2)
Common stock warrant(2)
8,771 8,771 
Total assetsTotal assets$7,944  $4,682  $23  $3,239  Total assets$14,221 $5,450 $$8,771 
(1)The valuation measurement inputs of these marketable securities represent unadjusted quoted prices in active markets and, accordingly, we have classified such investments withinas Level 1 ofwithin the fair value hierarchy. The cost basis of our marketable securities was $4.3$4.0 million and $4.0$3.8 million as of December 31, 20192020 and June 30, 2020,2021, respectively. We sold nominal
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amounts of marketable securities with a cost basis of $0.1 million resulting in a nominal gain during each of the three months ended June 30, 2019 and 2020. We sold marketable securities with a cost basis of $0.4 million and $0.3 million resulting in a nominal gain during each of the six months ended June 30, 20192020 and 2020, respectively.2021. These amounts arewere included in other income, (expense), net in our condensed consolidated statements of operations.
(2)The valuation of our interest rate derivative instruments reflects the fair value of premiums paid, taking into account observable inputs including current interest rates, the market expectation for future interest rate volatility and current creditworthiness of the counterparties. As a result, we have determined that the valuation in its entirety is classified as Level 2 within the fair value hierarchy.
(3)We valued the common stock warrant using a valuation technique that reflects the risk-free interest rate, time to maturity, and volatility of comparable companies.companies, and the expected transaction price and impact on this asset that may result from a potential merger or acquisition transaction. We identified the inputs used to calculate the fair value as Level 3 inputs and concluded that the valuation in its entirety is classified as Level 3 within the fair value hierarchy.
The following table presents a reconciliation of the preferred and common stock warrantswarrant, which areis measured and recorded at fair value on a recurring basis using Level 3 inputs (in thousands):
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Balance as of beginning of period$3,192  $3,239  $4,100  $3,239  
Unrealized loss included in other income (expense), net(2,945) —  (3,853) —  
Balance as of end of period$247  $3,239  $247  $3,239  
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Balance as of beginning of period$3,239 $8,562 $3,239 $3,239 
Unrealized gain included in other income, net209 5,532 
Balance as of end of period$3,239 $8,771 $3,239 $8,771 
Nonrecurring Fair Value Measurements
The carrying values of certain assets may be adjusted to fair value in subsequent periods on a nonrecurring basis if an event occurs or circumstances change that indicate that the asset is impaired or, for investments in equity securities without readily determinable fair values, observable transactions for identical or similar investments of the same issuer support a change in the investment fair value. During the first quarter of 2020, as a result of our interim impairment assessments, we recognized an impairment of non-amortizable intangible assets of $12.2 million. This fair value measurement is classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs. See Note 10—11—Goodwill and Other Intangible Assets for additional information.
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Other Fair Value Disclosures
See Note 9—10—Investments, Note 10—11—Goodwill and Other Intangible Assets and Note 11—12—Debt for fair value disclosures related to our loan receivables, impairment analysis and debt, respectively. The carrying amounts of the Company's other financial instruments are reasonable estimates of their related fair values due to their short-term nature.
Note 7 8—Retirement Plans and Other Retiree Benefits
(a) Pension and Other Postretirement Benefits
We maintain a noncontributory defined benefit retirement plan covering substantially all of our employees hired prior to July 19, 2001. The cost of providing benefits to eligible participants under the defined benefit retirement plan is calculated using the plan’s benefit formulas, which take into account the participants’ remuneration, dates of hire, years of eligible service and certain actuarial assumptions. In addition, as part of the overall medical plan, we provide postretirement medical benefits to certain current and future retirees who meet the criteria under the medical plan for postretirement benefit eligibility. In 2015, we amended the defined benefit retirement plan to end the accrual of additional benefits for the remaining active participants. We have received authorization from the Bankruptcy Court to continue making contributions in the ordinary course during our Chapter 11 Cases.
The defined benefit retirement plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.amended (“ERISA”). We expect that our future contributions to the defined benefit retirement plan will be based on the minimum funding requirements of the Internal Revenue Code and on the plan’s funded status. Any significant decline in the fair value of our defined benefit retirement plan assets or other adverse changes to the significant assumptions used to determine the plan’s funded status would negatively impact its funded status and could result in increased funding in future years. The impact on the funded status is determined based upon market conditions in effect when we completed our annual valuation. For the six months ended June 30, 2020, we made cash contributions to the defined benefit retirement plan of $2.2 million. We anticipate that our remaining contributions to the defined benefit retirement plan in 2020 will be approximately $1.8 million. We fund the postretirement medical benefits throughout the year based on benefits paid. We anticipate that our contributions to fund postretirement medical benefits in 2020 will be approximately $2.9 million.
Included in accumulated other comprehensive loss at June 30, 20202021 was $95.0$111.8 million ($63.780.2 million, net of tax) that has not yet been recognized in net periodic benefit cost.
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The tables below show the components of net periodic benefit cost (income) for the three and six months ended June 30, 20192020 and 20202021 (in thousands). These amounts are recognized in other income (expense), net in the condensed consolidated statements of operations.
Pension Benefits
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Interest cost$2,962 $2,030 $5,925 $4,060 
Expected return on plan assets(5,810)(5,592)(11,621)(11,183)
Amortization of unrecognized net loss1,600 2,046 3,200 4,091 
Net periodic benefit income$(1,248)$(1,516)$(2,496)$(3,032)
Pension Benefits
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Interest cost$3,848  $2,962  $7,695  $5,925  
Expected return on plan assets(5,873) (5,810) (11,745) (11,621) 
Amortization of unrecognized net loss1,055  1,600  2,111  3,200  
Net periodic benefit income$(970) $(1,248) $(1,939) $(2,496) 

Other Postretirement BenefitsOther Postretirement Benefits
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Interest costInterest cost$383  $266  $766  $532  Interest cost$266 $149 $532 $298 
Amortization of unrecognized prior service creditsAmortization of unrecognized prior service credits(636) (636) (1,272) (1,272) Amortization of unrecognized prior service credits(636)(636)(1,272)(1,272)
Amortization of unrecognized net gainAmortization of unrecognized net gain(307) (305) (615) (610) Amortization of unrecognized net gain(305)(347)(610)(693)
Net periodic benefit incomeNet periodic benefit income$(560) $(675) $(1,121) $(1,350) Net periodic benefit income$(675)$(834)$(1,350)$(1,667)
(b) Other Retirement Plans
We maintain a defined contribution retirement plan qualified under the provisions of Section 401(k) of the Internal Revenue Code for our employees in the United States. We have received authorization from the Bankruptcy Court to continue making our contributions in the ordinary course during ourthe Chapter 11 Cases. We recognized compensation expense for this plan of $2.2 million and $3.4 million for each of the three months ended June 30, 2019 and 2020 and $4.32021, respectively, and $4.5 million and $4.5$6.8 million for the six months ended June 30, 20192020 and 2020,2021, respectively. We also maintain other defined contribution retirement plans in several non-U.S. jurisdictions, but such plans are not material to our financial position or results of operations.
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Note 8 9—Satellites and Other Property and Equipment
(a) Satellites and Other Property and Equipment, net
Satellites and other property and equipment, net were comprised of the following (in thousands):
As of
December 31, 2019
As of
June 30, 2020
Satellites and launch vehicles$10,407,690  $10,178,297  
Information systems and ground segment968,482  1,002,143  
Buildings and other280,109  282,395  
Total cost11,656,281  11,462,835  
Less: accumulated depreciation(6,954,218) (6,819,112) 
Total$4,702,063  $4,643,723  
As of
December 31, 2020
As of
June 30, 2021
Satellites and launch vehicles$10,500,021 $10,925,098 
Information systems and ground segment1,062,216 1,126,371 
Buildings and other322,093 343,952 
Total cost11,884,330 12,395,421 
Less: accumulated depreciation(7,126,453)(7,436,494)
Total$4,757,877 $4,958,927 
Satellites and other property and equipment are stated at historical cost, except for satellites that have been impaired. Satellites and other property and equipment acquired as part of an acquisition are stated based on their fair value at the date of acquisition.
During the first quarter of 2020, the price of our common shares and trading values of our debt securities experienced sustained reductions. We also witnessed certain declines in financial performance as compared to previously prepared internal budget and forecast projections. Among the impacts of the COVID-19 pandemic were a reduction of revenue and a decreased likelihood of collection from certain mobility customers. Based on our examination of these and other qualitative factors, we concluded that further testing of satellites and other property and equipment was required.
The Company evaluated the assets for potential impairment using internal projections of undiscounted cash flows expected to result from the use and eventual disposal of the assets. If the carrying amount of the assets exceeds the undiscounted cash flows expected to result from its use, an impairment expense is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. The impairment expense cannot exceed the carrying amount of the long-lived assets (unless the carrying amount is not being reduced below fair value for any individual long-lived asset that is determinable without undue cost and effort).
In estimating the undiscounted cash flows, we primarily used our internally prepared budgets and forecast information. The key assumptions included in our model were projected growth rates, cost of capital, effective tax rates, and industry and economic trends. A change in estimated future cash flows or other assumptions could change our estimated fair values and result in future impairments. The conclusion of our analysis was that the undiscounted cash flows of the asset group were greater than its carrying value, resulting in 0 impairment.
Satellites and other property and equipment, net included construction-in-progress of $191.5 million and $420.4 millionaccumulated depreciation as of December 31, 20192020 and June 30, 2020,2021, included construction-in-progress of $768.6 million and $1.1 billion, respectively. These amounts relate primarily to satellites under construction and related launch services. As of June 30, 2020,2021, we incurred C-band clearing related costs and expenses of $130.8$950.6 million, of which $130.5$794.0 million iswas capitalized. Of this capitalized amount, $764.9 million and $29.1 million were capitalized as satellites and other property and equipment, net of accumulated depreciation, and other current assets, respectively, in the condensed consolidated balance sheets. An estimated $737.5 million of the capitalized costs is expected to be reimbursable under the FCC Final Order. Of this capitalized amount, $128.7 million, $1.4 million, and $0.4 million is capitalized as satellites and other property and equipment, net, prepaid expenses and other current assets, and other assets, respectively, in the condensed consolidated balance sheets.
Interest costs of $8.8$6.2 million and $6.2$19.2 million were capitalized for the three months ended June 30, 20192020 and 2020,2021, respectively, and $17.1$10.2 million and $10.2$35.3 million were capitalized for the six months ended June 30, 20192020 and 2020,2021, respectively. Additionally, depreciation expense was $155.2$154.5 million and $154.5$156.7 million for the three months ended June 30, 20192020 and 2020,2021, respectively, and $317.7$308.9 million and $308.9$311.5 million for the six months ended June 30, 20192020 and 2020,2021, respectively.
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We have entered into launch contracts for the launch of both specified and unspecified future satellites. Each of these launch contracts may be terminated at our option, subject to payment of a termination fee that increases as the applicable launch date approaches. In addition, in the event of a failure of any launch, we may exercise our right to obtain a replacement launch within a specified period following our request for re-launch.
(b) Satellite Launches
Intelsat 39Galaxy 30, the first satellite in Intelsat’s Galaxy fleet refresh plan, was successfully launched on August 6, 2019.15, 2020. Galaxy 30 replaced Galaxy 14 at 125ºW serving media customers in the North America region. Galaxy 30 is the first four-frequency Intelsat 39 replaced Intelsat 902 at the 62ºE locationsatellite with C-, Ku-, Ka- and delivers connectivityL-band capabilities. In addition, Galaxy 30 offers broadband, mobility and network services in both the C- and Ku-bands to mobile network, operators, enterprisesenterprise and government customers as well as aeronautical and maritime mobility service providers operating in the Europe, Africa, Middle East and Asia-Pacific regions. Intelsat 39North America region. The satellite also plays an important role in the Company’s U.S. C-band spectrum transition plan. Galaxy 30 entered into service in October 2019.

24


(c) Significant Anomalies
In April 2019, the Intelsat 29e satellite (in service since 2016) experienced an anomaly that resulted in a total loss of the satellite. In accordance with our existing satellite anomaly contingency plans, we restored service for most Intelsat 29e customers on other satellites in our network, as well as on third-party satellites. We recorded a non-cash impairment charge of $381.6 million in the second quarter of 2019, of which $377.9 million related to the write off of the carrying value of the satellite and associated deferred performance incentive obligations and $3.7 million related to prepaid regulatory fees.
A Failure Review Board comprised of the satellite’s manufacturer, Boeing Satellite Systems, Inc., the Company and external independent experts was convened to complete a comprehensive analysis of the cause of the anomaly. The board concluded that the anomaly was caused by either a harness flaw in conjunction with an electrostatic discharge event related to solar weather activity or the impact of a micrometeoroid.
During the second quarter of 2020, the Company determined it unlikely that it will be able to utilize certain satellite and launch vehicle deposits prior to their respective expiration dates. As a result, the Company recorded a non-cash impairment charge of $34.0 million related to the impairment of the carrying values of the deposits, which is included within impairment of non-amortizable intangible and other assets in the condensed consolidated statements of operations.February 2021.
Note 9 10—Investments
We have an ownership interest in 2 entities that meet the criteria of a variable interest entity (“VIE”): Horizons Satellite Holdings LLC (“Horizons Holdings”) and Horizons-3 Satellite LLC (“Horizons 3”), which are discussed in further detail below, including our analyses of the primary beneficiary determination as required under ASC 810, Consolidation (“ASC 810”). We also own noncontrolling investments in equity securities and loan receivables as discussed further below.
(a) Horizons Holdings
Horizons Holdings is a joint venture with JSAT International, Inc. (“JSAT”) that consists of 2 investments: Horizons-1 Satellite LLC and Horizons-2 Satellite LLC. Horizons Holdings borrowed from JSAT a portion of the funds necessary to finance the construction of the Horizons 2 satellite pursuant to a loan agreement. The borrowing was subsequently repaid. We provide certain services to the joint venture and in return utilize capacity from the joint venture.
We have determined that this joint venture meets the criteria of a VIE under ASC 810, and we have concluded that we are the primary beneficiary because decisions relating to any future relocation of the Horizons 2 satellite, the most significant asset of the joint venture, are effectively controlled by us. In accordance with ASC 810, as the primary beneficiary, we consolidate Horizons Holdings within our condensed consolidated financial statements. Total assets of Horizons Holdings were $22.2$14.2 million and $20.8$12.2 million as of December 31, 20192020 and June 30, 2020,2021, respectively. Total liabilities were nominal as of both December 31, 20192020 and $1.6 million as of June 30, 2020.2021.
We have a revenue sharing agreement with JSAT related to services sold on the Horizons 1 and Horizons 2 satellites. We are responsible for billing and collection for such services, and we remit 50% of the revenue, less applicable fees and commissions, to JSAT. Amounts payable to JSAT related to the revenue sharing agreement, net of applicable fees and commissions, from the Horizons 1 and Horizons 2 satellites were $1.6$1.8 million and $2.6$3.0 million as of December 31, 20192020 and June 30, 2020,2021, respectively.
(b) Horizons-3 Satellite LLC
On November 4, 2015, we entered into an additional joint venture agreement with JSAT. The joint venture, Horizons 3, was formed for the purpose of developing, launching, managing, operating and owning a high-performance satellite located at the 169ºE orbital location.
Horizons 3, which is 50% owned by each of Intelsat and JSAT, was set up with joint sharing of management authority and equal rights to profits and revenues from the joint venture. Similar to Horizons Holdings, we have a revenue sharing agreement with JSAT related to services sold on the Horizons 3e satellite. In addition, we are responsible for billing and collection for such services, and we remit 50% of the revenue, less applicable fees and commissions, to JSAT. Amounts payable to JSAT related to the revenue sharing agreement, net of applicable fees and commissions, from the Horizons 3e satellite were $3.3$5.0 million and $4.5$7.7 million as of December 31, 20192020 and June 30, 2020,2021, respectively.
We have determined that this joint venture meets the criteria of a VIE under ASC 810; however, we have concluded that we are not the primary beneficiary and therefore do not consolidate Horizons 3. The assessment considered both quantitative and qualitative factors, including an analysis of voting power and other means of control of the joint venture, as well as each owner’s exposure to risk of loss or gain. Because we and JSAT equally share control over the operations of the joint venture and also equally share exposure to risk of losses or gains, we concluded that we are not the primary beneficiary of Horizons 3. Our investment, included within other assets in our condensed consolidated balance sheets, is accounted for using the equity method of accounting. The investment balance, which is equivalent to our maximum exposure to loss, was $110.2$103.8 million and $103.8$103.7 million as of December 31, 20192020 and June 30,
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2020, 2021, respectively. The investment balance exceeded our equity in the net assets of Horizons 3 by $11.6$10.9 million and $11.2$10.5 million as of December 31, 20192020 and June 30, 2020,2021, respectively. This basis difference represents the capitalized interest that we incurred in relation to financing our investment, and we recognize it as a reduction of our equity in earnings of Horizons 3 on a straight-line basis
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over the life of the satellite. We recognized a nominal amount of equity in earningslosses of Horizons 3 in other income, (expense), net for each of the three and six months ended June 30, 20192020 and 2020.2021.
In connection with our investment in Horizons 3, we entered into a capital contribution and subscription agreement, which requires us to fund our 50% share of the amounts due thereunder in order to maintain our respective 50% interest in the joint venture. Pursuant to this agreement, we made contributions of $5.0$2.7 million for the year ended December 31, 2019 and $2.7 million2020 with 0 comparable amounts during the six months ended June 30, 2020.2021. We received distributions of $5.0$9.0 million for the year ended December 31, 2019 and $9.0 million2020 with 0 comparable amounts for the six months ended June 30, 2020.2021. The Company utilizes the cumulative earnings approach to determine whether distributions received from equity method investees are returns on investment or returns of investment. In addition, our indirect subsidiary that holds our investment in Horizons 3 has entered into a security and pledge agreement with Horizons 3, pursuant to which it has granted a security interest in its membership interest in Horizons 3. Further, our indirect subsidiary has granted a security interest to Horizons 3 in its customer capacity contracts and its ownership interest in its wholly-owned subsidiary that holds the FCC license required for the joint venture’s operations.
The Horizons 3e satellite entered into service in January 2019. The Company purchases satellite capacity and related services from the Horizons 3 joint venture, and then sells that capacity to its customers. We incurred direct costs of revenue related to these purchases of $5.6$5.0 million and $5.0$4.5 million forduring the three months ended June 30, 20192020 and 2020,2021, respectively, and $9.2$10.0 million and $10.0$9.0 million during the six months ended June 30, 20192020 and 2020,2021, respectively. The Company also sells managed ground network services to the Horizons 3 joint venture and provides program management services for a fee. We recorded an offset to direct costs of revenue related to the provision of these services of $1.8 million and $1.7 million during each of the three months ended June 30, 2019 and 2020 and $2.1 million2021, respectively, and $3.5 million during each of the six months ended June 30, 20192020 and 2020, respectively.2021. On the condensed consolidated balance sheets as of both December 31, 2019 and June 30, 2020, $0.52021, $0.9 million due from Horizons 3 was included in receivables with 0 comparable amount as of December 31, 2020, and $1.7$1.5 million due to Horizons 3 was included in accounts payable and accrued liabilities respectively.as of both December 31, 2020 and June 30, 2021.
(c) Investments in Equity Securities
The Company holds noncontrolling equity investments in 75 separate privately held companies, including investments in equity securities without readily determinable fair values and common stock warrants.
In accordance with ASC 321, Investments—Equity Securities, we use the measurement alternative to measure the fair value of our investments in equity securities without readily determinable fair values. Accordingly, these investments are measured at cost, less any impairment, and are adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We recorded impairment chargesrecognized an increase in fair value relating to investments of $29.0$7.7 million during each offor the three and six months ended June 30, 2019 and $0.1 million during each of2021, with 0 comparable amounts for the three and six months ended June 30, 2020.2020, which are recognized in other income, net in our condensed consolidated statements of operations. Additionally, during the second quarter of 2021, we sold all of our interest in one of our investments for $15.0 million, resulting in a gain of $5.3 million for the three and six months ended June 30, 2021, which is recognized in other income, net in our condensed consolidated statements of operations. These investments arewere recorded in other assets in our condensed consolidated balance sheets and had a total carrying value of $27.2$31.9 million and $31.9$29.8 million as of December 31, 20192020 and June 30, 2020,2021, respectively.
We measure our stock warrants at fair value and recognized an increase in fair value of stock warrants of $0.2 million and $5.5 million for the three and six months ended June 30, 2021, respectively, with 0 comparable amounts for the three and six months ended June 30, 2020 (see Note 6—7—Fair Value Measurements and Note 12—13—Derivative Instruments and Hedging Activities for additional information). The warrants arewere recorded in other assets in our condensed consolidated balance sheets and had a cumulative fair value of $3.2 million and $8.8 million as of both December 31, 20192020 and June 30, 2020.2021, respectively.
(d) Loan Receivables
The Company has loan receivables from 53 privately held companies that it is holding for long-term investment. These loan receivables are reported at amortized cost, net of the allowance for credit losses. Amortized cost is the outstanding principal, adjusted for unamortized discounts and deferred transaction costs. The Company recognizes interest income on loan receivables using the effective-interest method applied on a loan-by-loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective interest method.
Loan receivables arewere recorded in other assets in our condensed consolidated balance sheets at an amortized cost basis net of allowance for credit losses, of $70.4$71.2 million and $67.6$73.7 million as of December 31, 20192020 and June 30, 2020,2021, respectively. These amounts were net of an allowance for credit losses of $4.6 million, unamortized discount of $3.0 million and $1.8 million, and unamortized deferred transaction costs of $1.0 million and $0.6 million as of the respective periods. As of December 31, 20192020 and June 30, 2020, respectively, $1.52021, $1.9 million and $2.0$2.1 million, respectively, of accrued interest related to our loan receivables was recorded in prepaid expenses and other current assets in our condensed consolidated balance sheets. We recognized interest income related to our loan receivables of $1.0 million for each of the three months ended June 30, 2020 and 2021, and $1.9 million and $2.1 million for the three and six months ended June 30, 2020 respectively, with 0 comparative amounts for the three and six months ended June 30, 2019.2021, respectively.
2624



A loan is determined to be impaired and placed on non-accrual status when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due under the contractual terms of the applicable loan agreement. We recognized impairment losses of $0.6 million related to loan receivables during the three and six months ended June 30, 2020, with 0 comparable amounts for the three and six months ended June 30, 2019.2021.
The fair value of loan receivables is evaluated on a loan-by-loan basis, and is determined based on assessments of discounted cash flows that are considered probable of collection. We consider these inputs to be Level 3 within the fair value hierarchy under ASC 820. The cumulative fair value of our loan receivables as of December 31, 20192020 and June 30, 20202021 was $69.3$72.9 million and $68.9$75.9 million, respectively.
Note 10 11—Goodwill and Other Intangible Assets
We account for goodwill and other non-amortizable intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other, and have deemed these assets to have indefinite lives. Therefore, these assets are not amortized but are tested on an annual basis for impairment during the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.
During the first quarter of 2020, the price of our common shares and trading values of our debt securities experienced sustained reductions. We also witnessed certain declines in financial performance as compared to previously prepared internal budget and forecast projections. Among the impacts of the COVID-19 pandemic were a reduction of revenue and a decreased likelihood of collection from certain mobility customers. Based on our examination of these and other qualitative factors, we concluded that further testing of goodwill and other non-amortizable and amortizable intangible assets was required.
Determining the fair value of a reporting unit and other intangible assets often involves the use of estimates and assumptions that require significant judgment, and that could have a substantial impact on whether or not an impairment charge is recognized and the magnitude of any such charge. Estimates of fair value are primarily determined using discounted cash flows and market transactions. These estimates involve making significant estimates and assumptions, including projected future cash flows (including timing), discount rates reflecting the risks inherent in future cash flows, perpetual growth rates, and the determination of appropriate market comparisons.
(a) Goodwill
ForAs a result of the analysis Gogo Transaction, we provisionally recognized goodwill of goodwill in$77.6 million as of December 1, 2020, which was subsequently decreased by $2.4 million as a result of measurement period adjustments during the first quarterhalf of 2020, we applied ASU 2017-04, which is further described in2021. See Note 1General. If the carrying amount3—Acquisition of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. After recognizing the impairment loss, the loss establishes a new corresponding basis in the goodwill. Subsequent reversals of goodwill impairment losses are not permitted under applicable accounting standards.Gogo’s Commercial Aviation Business for additional discussion.
Intelsat has only 1 reporting unit for purposes of the analysis of goodwill, and accordingly, the analysis is undertaken at the enterprise level. We determined the estimated fair value of our reporting unit using a discounted cash flow analysis, along with independent source data related to comparative market multiples and, when available, recent transactions, each of which is considered a Level 3 input within the fair value hierarchy under ASC 820. The discounted cash flows were derived from a five-year projection of cash flows plus a residual value, with the resulting projected cash flows discounted at an appropriate weighted average cost of capital.
In estimating the undiscounted cash flows, we primarily used our internally prepared budgets and forecast information. The key assumptions included in our model were projected growth rates, cost of capital, effective tax rates, and industry and economic trends, along with the C-band accelerated clearing incentive payments expected to be received subject to the achievement of certain milestones and the discount rate applied to those cash flows. A change in estimated future cash flows or other assumptions could change our estimated fair values and result in future impairments. The conclusion of our analysis was that the fair value of our reporting unit was greater than its carrying value, resulting in 0 impairment of goodwill.
The carrying amounts of goodwill consisted of the following (in thousands):
As of
December 31, 2019
As of
June 30, 2020
Goodwill$6,780,827  $6,780,827  
Accumulated impairment losses(4,160,200) (4,160,200) 
Net carrying amount$2,620,627  $2,620,627  

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As of
December 31, 2020
As of
June 30, 2021
Goodwill$6,858,447 $6,856,066 
Accumulated impairment losses(4,160,200)(4,160,200)
Net carrying amount$2,698,247 $2,695,866 
(b) Orbital Locations, Trade Name and Other Intangible Assets
Orbital Locations.Locations and Trade Name. Intelsat is authorized by governments to operate satellites at certain orbital locations—i.e., longitudinal coordinates along the Clarke Belt. The Clarke Belt is the part of space approximately 35,800 kilometers above the plane of the equator where geostationary orbit may be achieved. Various governments acquire rights to these orbital locations through filings made with the International Telecommunication Union, a sub-organization of the United Nations. We will continue to have rights to operate satellites at our orbital locations so long as we maintain our authorizations to do so.
Our rights to operate at orbital locations can be used and sold individually; however, since satellites and customers can be and are moved from one orbital location to another, our rights are used in conjunction with each other as a network that can be adapted to meet the changing needs of our customers and market demands. Due to the interchangeable nature of orbital locations, the aggregate value of all of the orbital locations is used to measure the extent of impairment, if any.
We determined the estimated fair value of our rights to operate at orbital locations by using the build-up method to determine cash flows for the income approach, with the resulting projected cash flows discounted at an appropriate weighted average cost of capital. Under the build-up approach, the amount a reasonable investor would be willing to pay for the right to operate a satellite business using orbital locations is calculated by first estimating the cash flows that typical market participants might assume could be available from the right to operate satellites using the subject location in a similar market. It is assumed that rather than acquiring such a business as a going concern, the buyer would hypothetically start with the right to operate satellites at orbital locations and build a new business with similar attributes from the beginning. Thus, the buyer is assumed to incur the start-up costs and losses typically associated with the going concern value and pay for all other tangible and intangible assets.
The key assumptions used in estimating the fair values of our rights to operate at our orbital locations included the following: (i) market penetration leading to revenue growth, (ii) profit margin, (iii) duration and profile of the build-up period, (iv) estimated start-up costs and losses incurred during the build-up period and (v) weighted average cost of capital.
We completed our analysis of the estimated fair value of our rights to operate at certain orbital locations in connection with the analysis of goodwill described above inDuring the first quarter of 2020, and concluded that the fair value was greater than the carrying value, resulting in no impairment.
Trade Name. We have implemented the relief from royalty method to determine the estimated fair value of the Intelsat trade name. The relief from royalty analysis is comprised of two major steps: (i) a determination of the hypothetical royalty rate, and (ii) the subsequent application of the royalty rate to projected revenue. In determining the hypothetical royalty rate utilized in the relief from royalty approach, we considered comparable license agreements, an excess earnings analysis to determine aggregate intangible asset earnings, and other qualitative factors, each of which is considered a Level 3 input within the fair value hierarchy under ASC 820.
The key assumptions used in our model to estimate the fair value of the Intelsat trade name included forecasted revenues, the royalty rate, the tax rate and the discount rate. We completed our analysis of the estimated fair value of the Intelsat trade name in connection with the analysis of goodwill described above in the first quarter of 2020 and it resulted inrecognized an impairment of our trade name intangible asset of $12.2 million, which is included within impairment of non-amortizable intangible and other assets in the condensed consolidated statements of operations.
The carrying amounts of acquired intangible assets not subject to amortization consisted of the following (in thousands):
As of
December 31, 2019
As of
June 30, 2020
Orbital locations$2,387,700  $2,387,700  
Trade name65,200  53,000  
Total non-amortizable intangible assets$2,452,900  $2,440,700  
As of
December 31, 2020
As of
June 30, 2021
Orbital locations$2,250,000 $2,250,000 
Trade name45,000 45,000 
Total non-amortizable intangible assets$2,295,000 $2,295,000 
Other Intangible AssetsAssets. . The Company evaluated acquired intangible assets subject to amortization for potential impairment using internal projections of undiscounted cash flows expected to result from the use and eventual disposal of the assets. The key assumptions included in our model were projected growth rates, cost of capital, effective tax rates, and industry and economic trends. A change in estimated future cash flows or other assumptions could change our estimated fair values and result in future impairments. The conclusion of our analysis was that the undiscounted cash flows of the asset group were greater than its carrying value, resulting in 0 impairment.
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The carrying amounts and accumulated amortization of acquired intangible assets subject to amortization consisted of the following (in thousands):
 As of December 31, 2019As of June 30, 2020
 Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Backlog and other$743,760  $(713,205) $30,555  $743,760  $(717,930) $25,830  
Customer relationships534,030  (287,833) 246,197  534,030  (298,660) 235,370  
Total$1,277,790  $(1,001,038) $276,752  $1,277,790  $(1,016,590) $261,200  
 As of December 31, 2020As of June 30, 2021
 Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Backlog and other$744,760 $(722,697)$22,063 $744,760 $(727,740)$17,020 
Customer relationships534,030 (309,486)224,544 534,030 (319,719)214,311 
Software45,808 (1,846)43,962 47,848 (7,774)40,074 
Total$1,324,598 $(1,034,029)$290,569 $1,326,638 $(1,055,233)$271,405 
Intangible assets are amortized based on the expected pattern of consumption. Amortization expense was $8.6$7.8 million and $7.8$11.1 million for the three months ended June 30, 20192020 and 2020,2021, respectively, and $17.2$15.6 million and $15.6$21.2 million for the six months ended June 30, 20192020 and 2020,2021, respectively.
Note 11 12—Debt
As discussed in Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters, the filing of the Chapter 11 Cases constituted an event of default that accelerated substantially all of our obligations under the documents governing the prepetition existing indebtedness of Intelsat S.A., Intelsat Luxembourg, Intelsat Connect and Intelsat Jackson. As such, we have reclassified all such debt obligations, other than debt subject to compromise, to current portionmaturities of long-term debt on our condensed consolidated balance sheet as of June 30, 2020.2021. Any efforts to enforce payment obligations related to the acceleration of
25



our debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. While the Chapter 11 Cases are pending, the Debtors do not anticipate making interest payments due under their respective unsecured debt instruments; however, the Debtors expect to make monthly interest payments on their senior secured debt instruments pursuant to the adequate protection requirements under the DIP Order.
The carrying values and fair values of our notes payable and debt were as follows (in thousands):
 As of December 31, 2019As of June 30, 2020
 Carrying ValueFair ValueCarrying ValueFair Value
Intelsat S.A.:
4.5% Convertible Senior Notes due June 2025 (1)
$402,500  $265,231  $402,500  $146,913  
Unamortized prepaid debt issuance costs and discount on 4.5% Convertible Senior Notes(133,310) —  —  —  
Total Intelsat S.A. obligations269,190  265,231  402,500  146,913  
Intelsat Luxembourg:
7.75% Senior Notes due June 2021 (1)
421,219  336,975  421,219  16,849  
Unamortized prepaid debt issuance costs on 7.75% Senior Notes(1,257) —  —  —  
8.125% Senior Notes due June 2023 (1)
1,000,000  590,000  1,000,000  45,000  
Unamortized prepaid debt issuance costs on 8.125% Senior Notes(5,838) —  —  —  
12.5% Senior Notes due November 2024 (1)
403,350  277,152  403,350  49,046  
Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes(184,344) —  —  —  
Total Intelsat Luxembourg obligations1,633,130  1,204,127  1,824,569  110,895  
Intelsat Connect Finance:
9.5% Senior Notes due February 2023 (1)
1,250,000  865,625  1,250,000  293,750  
Unamortized prepaid debt issuance costs and discount on 9.5% Senior Notes(27,741) —  —  
Total Intelsat Connect Finance obligations1,222,259  865,625  1,250,000  293,750  
Intelsat Jackson:
9.5% Senior Secured Notes due September 2022490,000  562,275  490,000  541,450  
Unamortized prepaid debt issuance costs and discount on 9.5% Senior Secured Notes(11,204) (9,398) —  
8% Senior Secured Notes due February 20241,349,678  1,380,046  1,349,678  1,366,548  
Unamortized prepaid debt issuance costs and premium on 8% Senior Secured Notes(3,903) (3,496) —  
 As of December 31, 2020As of June 30, 2021
 Carrying ValueFair ValueCarrying ValueFair Value
Intelsat S.A.:
4.5% Convertible Senior Notes due June 2025 (1)
$402,500 $130,813 $402,500 $120,750 
Unamortized prepaid debt issuance costs and discount on 4.5% Convertible Senior Notes— — 
Total Intelsat S.A. obligations402,500 130,813 402,500 120,750 
Intelsat Luxembourg:
7.75% Senior Notes due June 2021 (1)
421,219 14,743 421,219 8,424 
Unamortized prepaid debt issuance costs on 7.75% Senior Notes— — 
8.125% Senior Notes due June 2023 (1)
1,000,000 130,000 1,000,000 155,000 
Unamortized prepaid debt issuance costs on 8.125% Senior Notes— — 
12.5% Senior Notes due November 2024 (1)
403,350 42,352 403,350 54,452 
Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes— — 
Total Intelsat Luxembourg obligations1,824,569 187,095 1,824,569 217,876 
Intelsat Connect Finance:
9.5% Senior Notes due February 2023 (1)
1,250,000 334,375 1,250,000 437,500 
Unamortized prepaid debt issuance costs and discount on 9.5% Senior Notes— 
Total Intelsat Connect Finance obligations1,250,000 334,375 1,250,000 437,500 
Intelsat Jackson:
9.5% Senior Secured Notes due September 2022490,000 543,900 490,000 575,750 
Unamortized prepaid debt issuance costs and discount on 9.5% Senior Secured Notes(7,495)(5,491)— 
8% Senior Secured Notes due February 20241,349,678 1,373,297 1,349,678 1,393,543 
Unamortized prepaid debt issuance costs and premium on 8% Senior Secured Notes(3,072)(2,631)— 
5.5% Senior Notes due August 2023 (1)
1,985,000 1,349,800 1,985,000 1,111,600 
Unamortized prepaid debt issuance costs on 5.5% Senior Notes— 
9.75% Senior Notes due July 2025 (1)
1,885,000 1,347,775 1,885,000 1,093,300 
Unamortized prepaid debt issuance costs on 9.75% Senior Notes— 
8.5% Senior Notes due October 2024 (1)
2,950,000 2,079,750 2,950,000 1,740,500 
Unamortized prepaid debt issuance costs and premium on 8.5% Senior Notes— 
Senior Secured Credit Facilities due November 20232,000,000 2,025,000 2,000,000 2,030,000 
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities(16,955)(14,267)
Senior Secured Credit Facilities due January 2024395,000 400,925 395,000 401,913 
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities(1,238)(1,050)— 
6.625% Senior Secured Credit Facilities due January 2024700,000 714,000 700,000 712,250 
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities(2,194)(1,862)— 
2926


 As of December 31, 2019As of June 30, 2020
 Carrying ValueFair ValueCarrying ValueFair Value
5.5% Senior Notes due August 2023 (1)
1,985,000  1,687,250  1,985,000  1,121,525  
Unamortized prepaid debt issuance costs on 5.5% Senior Notes(8,723) —  —  
9.75% Senior Notes due July 2025 (1)
1,885,000  1,729,488  1,885,000  1,140,425  
Unamortized prepaid debt issuance costs on 9.75% Senior Notes(20,487) —  —  
8.5% Senior Notes due October 2024 (1)
2,950,000  2,669,750  2,950,000  1,755,250  
Unamortized prepaid debt issuance costs and premium on 8.5% Senior Notes(12,916) —  —  
Senior Secured Credit Facilities due November 20232,000,000  1,985,000  2,000,000  1,990,000  
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities(22,149) (19,605) —  
Senior Secured Credit Facilities due January 2024395,000  398,950  395,000  395,000  
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities(1,600) (1,423) —  
6.625% Senior Secured Credit Facilities due January 2024700,000  712,250  700,000  703,500  
Unamortized prepaid debt issuance costs and discount on Senior Secured Credit Facilities(2,832) (2,520) —  
Superpriority Secured DIP Credit Facilities due July 2021—  —  500,000  506,250  
Total Intelsat Jackson obligations11,670,864  11,125,009  12,218,236  9,519,948  
Eliminations:
8.125% Senior Notes of Intelsat Luxembourg due June 2023 owned by Intelsat Jackson (1)
(111,663) (65,881) (111,663) (5,025) 
Unamortized prepaid debt issuance costs on 8.125% Senior Notes652  —  —  
12.5% Senior Notes of Intelsat Luxembourg due November 2024 owned by Intelsat Connect, Intelsat Jackson and Intelsat Envision (1)
(403,245) (277,080) (403,245) (49,033) 
Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes184,296  —  —  —  
Total eliminations:(329,960) (342,961) (514,908) (54,058) 
Total Intelsat S.A. debt14,465,483  13,117,031  15,180,397  10,017,448  
Less: current portion of long-term debt—  —  5,398,236  5,502,748  
Less: liabilities subject to compromise—  —  9,782,161  4,514,700  
Total Intelsat S.A. long-term debt$14,465,483  $13,117,031  $—  $—  

 As of December 31, 2020As of June 30, 2021
 Carrying ValueFair ValueCarrying ValueFair Value
Superpriority Secured DIP Credit Facilities due July 20211,000,000 1,011,250 1,000,000 1,003,750 
Total Intelsat Jackson obligations12,723,724 10,845,697 12,729,377 10,062,606 
Eliminations:
8.125% Senior Notes of Intelsat Luxembourg due June 2023 owned by Intelsat Jackson (1)
(111,663)(14,517)(111,663)(17,308)
Unamortized prepaid debt issuance costs on 8.125% Senior Notes— 
12.5% Senior Notes of Intelsat Luxembourg due November 2024 owned by Intelsat Connect Finance, Intelsat Jackson and Intelsat Envision (1)
(403,245)(42,341)(403,245)(54,438)
Unamortized prepaid debt issuance costs and discount on 12.5% Senior Notes— — 
Total eliminations:(514,908)(56,858)(514,908)(71,746)
Total Intelsat S.A. debt15,685,885 11,441,122 15,691,538 10,766,986 
Less: current maturities of long-term debt5,903,724 6,068,372 5,909,377 6,117,206 
Less: debt included in liabilities subject to compromise9,782,161 5,372,750 9,782,161 4,649,780 
Total Intelsat S.A. long-term debt$$$$
(1)In connection with the Chapter 11 Cases, these balances have been reclassified as liabilities subject to compromise in our condensed consolidated balance sheet as of June 30, 2020.2021. As of April 15, 2020, the Company ceased making principal and interest payments, and as of May 13, 2020 ceased accruing interest expense in relation to this long-term debt that was reclassified as liabilities subject to compromise. Further, $197.0 million of debt discount, premium and issuance costs related to these notes was included within reorganization items in the condensed consolidated statements of operations for both of the three and six months ended June 30, 2020.
The fair value for publicly traded instruments is determined using quoted market prices, and the fair value for non-publicly traded instruments is based upon composite pricing from a variety of sources, including market leading data providers, market makers and leading brokerage firms. Substantially all of the inputs used to determine the fair value of our debt are classified as Level 1 inputs within the fair value hierarchy underfrom ASC 820, except for our senior secured credit facilities and our 2025 Convertible Notes, the inputs for which are classified as Level 2.
30


2, and Intelsat Luxembourg’s 8.125% Senior Notes due 2023 and 12.5% Senior Notes due 2024, the inputs for which are classified as Level 3. While the Company’s Chapter 11 proceedings remain ongoing, trading and fair value pricing may be more volatile and limited.
Intelsat Jackson Superpriority Secured Debtor-in-Possession Term Loan Facility
On June 17, 2020 (the “Closing Date”), the DIP Debtors and DIP Lenders entered into the DIP Credit Agreement, a non-amortizing multiple draw superpriority secured debtor-in-possession term loan facility, in an aggregate principal amount of $1.0 billion, on the terms and conditions set forth therein. See Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters.
Intelsat Jackson borrowed $500.0 million of term loans under the DIP Facility on the Closing Date. Under the DIP Facility, Intelsat Jackson may, at its sole discretion, make incremental draws of the lesser of $250.0 million and the remaining available commitments of the DIP Lenders. Intelsat Jackson made two additional draws of $250.0 million each on November 27, 2020 and December 14, 2020, bringing the total aggregate principal amount outstanding under the DIP Facility to $1.0 billion as of both December 31, 2020 and June 30, 2021. Drawn amounts under the DIP Facility bear interest at either (i) 4.50%4.5% per annum plus a base rate of the highest of (a) the Federal Funds Effective Rate plus ½ of 1.00%1.0%, (b) the Prime Rate as in effect on such day and (c) the London Inter-Bank Offered Rate (“LIBOR Rate”) for a one-month interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00%1.0%, or (ii) 5.50%5.5% plus the LIBOR Rate. For purposes of the DIP Facility, the LIBOR Rate has an effective floor rate of 1.0%. Undrawn amounts under the DIP Facility shall be subject to a ticking fee of 3.6% of the amount of commitments of the DIP Lenders from the entry of the DIP Order until such commitments terminate, which ticking fee shall be payable on the last day of each fiscal quarter prior to the date such commitments terminate and on the date of such termination. If an event of default under the DIP Facility occurs, the overdue amounts under the DIP Facility would bear interest at an additional 2.0% per annum above the interest rate otherwise applicable.
The proceeds of the DIP Facility may be used, among other things, to pay for (i) working capital needs of the DIP Debtors in the ordinary course of business, (ii) potential C-band relocation costs, (iii) investment and other general corporate purposes, and (iv) the
27



costs and expenses of administering the Chapter 11 Cases. The maturity date of the DIP Facility, as amended by DIP Amendment No. 3 discussed below, is July 13, 2021,2022, subject to certain extensions pursuant to the terms of the DIP Credit Agreement.
The DIP Credit Agreement includes usual and customary negative covenants for debtor-in-possession loan agreements of this type, including covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of junior or prepetition indebtedness, in each case subject to customary exceptions for debtor-in-possession loan agreements of this type.
The DIP Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, certain events under the Employee Retirement Income Security Act of 1974, as amended,ERISA and change of control. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code and certain other events related to the impairment of the DIP Lenders’ rights or liens granted under the DIP Credit Agreement.
On August 24, 2020, the DIP Debtors and DIP Lenders entered into DIP Amendment No. 1 to the DIP Credit Agreement, and on November 25, 2020, entered into DIP Amendment No. 2, each in connection with the Gogo Transaction (see Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters for additional information).
On July 13, 2021, the DIP Debtors and DIP Lenders entered into DIP Amendment No. 3 whereby, among other things, the parties agreed to certain technical modifications to the DIP Credit Agreement that provided for the extension of the initial scheduled maturity date of July 13, 2021, and the Debtors agreed to waive certain conditions under the PSA. In connection with DIP Amendment No. 3, the DIP Debtors elected to extend the initial scheduled maturity date for one year to July 13, 2022 and paid 1.0% of the aggregate principal amount in extension fees.
The foregoing descriptiondescriptions of the DIP Credit Agreement, doesDIP Amendment No. 1, DIP Amendment No. 2 and DIP Amendment No. 3 do not purport to be complete and isare qualified in itstheir entirety by reference to the full text of the DIP Credit Agreement.
Intelsat Jackson Senior Secured Credit Agreement, DIP Amendment No. 1, DIP Amendment No. 2 and the Company and Certain of its Subsidiaries' Indentures
The commencement of the Chapter 11 Cases constituted an immediate event of default under Intelsat Jackson’s secured credit agreement, datedDIP Amendment No. 3, as of January 12, 2011 (as amended, the “Intelsat Jackson Secured Credit Agreement”), as well as under the indentures governing certain of the Company and its subsidiaries’ senior secured notes and senior notes, resulting in the automatic and immediate acceleration of substantially all of our outstanding debt. Any efforts to enforce payment obligations related to the acceleration of our debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.
In addition, on April 27, 2020, our LIBOR loans under the Intelsat Jackson Secured Credit Agreement were converted to Alternate Base Rate (“ABR”) loans. We expect to pay interest on the floating rate term loans under the Intelsat Jackson Secured Credit Agreement at the rate applicable to ABR loans.applicable.
Note 12 13—Derivative Instruments and Hedging Activities
Interest Rate Cap Contracts
As of December 31, 2019 and June 30, 2020, we held interest rate cap contracts with an aggregate notional value of $2.4 billion that maturematured in February 2021. The fair value of the interest rate cap contracts as of December 31, 2020 was 0. These interest rate cap contracts, which were entered into in 2017 and amended in 2018, arewere designed to mitigate our risk of interest rate increases on the floating rate portion of our senior secured credit facilities (see Note 11—12—Debt). The contracts havewere not been designated for hedge accounting treatment in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), and the changes in fair value of these instruments, net of payments received, arewere recognized in the condensed consolidated statements of operations during the period of change. We received $7.2 million in settlement payments related to the interest rate cap contracts for the six months ended June 30, 2019 with 0 comparable amounts for the six months ended June 30, 2020.
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Preferred Stock Warrant and Common Stock Warrant
During 2017, we were issued a warrant to purchase preferred shares of one of our investments. We concluded that the warrant is a free-standing derivative in accordance with ASC 815. As of December 31, 2019 and June 30, 2020, the fair value of the preferred stock warrant was 0. During 2019, we were issued a warrant to purchase common shares of a separatean investment. We concluded that the warrant is a free-standing derivative in accordance with ASC 815.
The following table sets forth the fair value of our derivatives by category (in thousands):
Derivatives not designated as hedging instrumentsClassificationAs of
December 31, 2020
As of
June 30, 2021
Common stock warrantOther assets$3,239 $8,771 
Derivatives not designated as hedging
instruments
ClassificationAs of
December 31, 2019
As of
June 30, 2020
Common stock warrantOther assets$3,239  $3,239  
Interest rate cap contractsOther assets372  23  
Total derivatives$3,611  $3,262  
The following table sets forth the effect of the derivative instruments in our condensed consolidated statements of operations (in thousands):
Derivatives not designated as hedging instrumentsClassificationThree Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Interest rate cap contractsLoss included in interest expense, net$(14)$$(349)$
Common stock warrantGain included in other income, net209 5,532 
Total (loss) gain on derivative financial instruments$(14)$209 $(349)$5,532 
Derivatives not designated as hedging
instruments
ClassificationThree Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Interest rate cap contractsLoss included in interest expense, net$(10,861) $(14) $(19,479) $(349) 
Preferred stock warrantLoss included in other income (expense), net(2,945) —  (3,853) —  
Total loss on derivative financial instruments$(13,806) $(14) $(23,332) $(349) 
28



Note 13 14—Income Taxes
In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for an optional reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act (the "Act"), which was signed into law on December 22, 2017. Consequently, the amendments eliminated the stranded tax effects resulting from the Act for those entities that elect the optional reclassification. ASU 2018-02 is effective for all entities for interim and annual periods beginning after December 15, 2018. We adopted ASU 2018-02 in the first quarter of 2019, which resulted in a reclassification of stranded tax effects of $16.2 million from accumulated other comprehensive loss to accumulated deficit.
The Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 35 percent to 21 percent, effective January 1, 2018. The Act limits our U.S. interest expense deductions to approximately 30 percent of EBITDA through December 31, 2021 and approximately 30 percent of earnings before net interest and taxes thereafter. The Act also introduced a new minimum tax, the Base Erosion Anti-Abuse Tax (“BEAT”). We are treating the BEAT as a period cost.
Effective January 1, 2019, the Luxembourg corporate tax rate decreased from 26.01% to 24.94%. This resulted in a decrease in deferred tax assets and corresponding valuation allowance.
The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid.
On July 2, 2018, we implemented a series of internal transactions and related steps that reorganized the ownership of certain assets among our subsidiaries (the “2018 Internal Reorganization”). The 2018 Internal Reorganization resulted in the majority of our operations being owned by a U.S.-based partnership, with certain of our wholly-owned Luxembourg and U.S. subsidiaries as partners.
In response to the COVID-19 pandemic, on March 18, 2020, the Families First Coronavirus Response Act (the “FFCR Act”) was enacted, and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The FFCR Act and the CARES Act contain numerous income tax provisions, such as increasing the 30 percent adjusted taxable income threshold to 50 percent for taxable years beginning in 2019 and 2020 for purposes of determining allowable business interest expense deductions. The CARES Act repeals the 80 percent limitation for taxable years beginning before January 1, 2021 (enacted by the Act)U.S. Tax Cut and Jobs Act (the “Act”)), and it further specifies that net operating losses arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, are allowed as a carryback to each of the five taxable years preceding the taxable year of such losses. Modifications to the tax rules for the carryback of net operating losses and business interest limitations resulted in a federal tax refund of approximately $7.4 million and $15.5 million for the three and six months ended June 30, 2020, respectively. In addition, the CARES Act includes
32


refundable payroll tax credits and deferral of employment side social security payments. As of June 30, 2020,2021, Intelsat’s payroll deferral amount was approximately $2.3$6.8 million.
The majority of our operations are located in taxable jurisdictions, including Luxembourg, the U.S. and the United Kingdom (“UK”). Due to our cumulative losses in recent years, and the inherent uncertainty associated with the realization of taxable income in the foreseeable future, we recorded a full valuation allowance against the cumulative net operating losses generated in Luxembourg. The difference between tax expense (benefit) reported in the condensed consolidated statements of operations and tax computed at statutory rates is attributable to the valuation allowance on losses generated in Luxembourg, the provision for foreign taxes, which were principally in the U.S. as a result of the final BEAT regulations and the UK, as well as withholding taxes on revenue earned in some of the foreign markets in which we operate, offset by the tax benefit resultingbenefits recorded in 2020 from the impacts of the CARES Act.Act and a tax reserve established on certain tax benefits taken on the Base Erosion and Anti-Abuse Tax (“BEAT”).
OurAs of December 31, 2020 and June 30, 2021, our gross unrecognized tax benefits were $25.0$51.4 million and $25.1$55.3 million, respectively (including interest and penalties), of which $21.5$47.6 million and $21.2$51.3 million, as of December 31, 2019 and June 30, 2020, respectively, if recognized, would affect our effective tax rate. As of December 31, 20192020 and June 30, 2020,2021, we had recorded reserves for interest and penalties in the amount of $0.6$0.8 million and $0.7$1.2 million, respectively. We continue to recognize interest and, to the extent applicable, penalties with respect to the unrecognized tax benefits as income tax expense. Since December 31, 2019,2020, the change in the balance of unrecognized tax benefits has consisted of an increase of $0.1$2.9 million related to current tax positions, and a nominalan increase of $1.0 million related to prior tax positions.
We operate in various taxable jurisdictions throughout the world, and our tax returns are subject to audit and review from time to time. We consider Luxembourg, the U.S., the UK and Brazil to be our significant tax jurisdictions. Our Luxembourg, U.S., UK and Brazilian subsidiaries in these jurisdictions are subject to income tax examination for periods after December 31, 2014. Within the next twelve months, we2015. We believe that there are no jurisdictions in which the outcome of unresolved tax issues or claims is likely to be material to our results of operations, financial position or cash flows.
During 2019,flows within the Company made payments to the government of India in the amount of $7.0 million with respect to ongoing administrative proceedings. We believe it is more likely than not that the positions which we have presented in these matters will result in a favorable outcome for the Company. As a result, the payments have been recorded in taxes receivable.next twelve months.
Effective January 31, 2020, the UK formally exited the European Union ("EU"(“EU”). As a result of the withdrawal, existing tax reliefs and exemptions on intra-European transactions will likely cease to apply to transactions between UK entities and EU entities. In addition, transactions with non-EU countries, such as the U.S., may also be affected. As of June 30, 2020,2021, all relevant tax laws and treaties remained unchanged and the tax consequences were unknown. Therefore, we have not recognized any impacts of the withdrawal in the income tax provision as of June 30, 2020.2021. We will recognize any impacts to the tax provision when changes in tax laws or treaties between the UK and the EU or individual EU member states are enacted.
On December 2, 2019, the U.S. Department of Treasury and the U.S. Internal Revenue Service released final regulations with respect to the BEAT as enacted by the 2017 Tax Reform Act. These regulations represent the final version of proposed regulations which were released in December 2018. The BEAT is a minimum tax established by the Act, which was signed into law in December 2017, that subjects certain payments made by U.S. corporations or subsidiaries to foreign related parties to a secondary federal income tax regime in the U.S. The final regulations clarify which taxpayers are subject to the BEAT and how the BEAT rules apply to certain payments and transactions. We have adopted the final BEAT regulations as of the release date. These regulations are effective for the Company as of its tax year ended December 31, 2018. A second set of final regulations was issued on September 1, 2020, addressing among other topics, the application of the BEAT to partnerships and the application of the effectively connected income exception to depreciable or amortizable property contributed to a U.S. partnership by a foreign partner. Similar to the first set of final regulations issued in December 2019, the second set of final regulations are effective for the Company as of its tax year ended December 31, 2018. The Company includedrecognized the impact of BEAT tax expense forimpact associated with the second set of final regulations related to both the 2018its tax year ended December 31, 2020 and 2019 tax yearssix months ended June 30, 2021 in the fourth quarteramounts of 2019.$8.8 million and $2.8 million, respectively.
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Note 14 15—Commitments and Contingencies
On May 13, 2020, Intelsat S.A. and certain of its subsidiaries filed voluntary petitions for relief under titleChapter 11 of the Bankruptcy Code in the Bankruptcy Court. As a result of such bankruptcy filings, substantially all proceedings pending against the Debtors have been stayed and prepetition liabilities are subject to compromise. See Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters.
In the absence of the automatic stay due to the Chapter 11 Cases, we are subject to litigation in the ordinary course of business. Other than as disclosed below, management does not believe that the resolution of any of those pending proceedings would have a material adverse effect on our financial position or results of operations.
SES Claim
On July 14, 2020, SES Americom, Inc. (“SES”) filed a proof of claim in the Bankruptcy Court in the amount of $1.8 billion against each of the Debtors. SES asserts that the Debtors owe money (or will owe money) to SES pursuant to certain contractual and fiduciary obligations made in the context of the consortium agreement between Debtor Intelsat US LLC, SES, and other satellite operators (the “Consortium Agreement”). SES believesclaims that it is entitled to 50% of the combined payments that may eventually be payable to the Debtors and SES pursuant to the FCC Final Order, which provides for Acceleration Payments subject to the satisfaction of certain deadlines and other conditions set forth therein. SES’s proof of claim alleges that the Debtors breached the Consortium Agreement by taking the position
33


that the Debtors are not required to split Acceleration Payments with SES and the other members of the consortium. The proof of claim also alleges breach of fiduciary duties and unjust enrichment and seeks monetary and punitive damages. We dispute the allegations in the proof of claim and on October 19, 2020, filed an objection to the claim, which we intend to objectlitigate vigorously. A trial on the SES claim is scheduled to and vigorously litigatecommence on September 20, 2021 in the claim.Bankruptcy Court. To the extent that any portion of SES’s claim is allowed, we have asked the Bankruptcy Court to “equitably subordinate” such claim based on SES’s conduct in matters related to the Consortium Agreement. While the ultimate resolution of the claim is not currently predictable, if there is an adverse ruling, the ruling could constitute a material adverse outcome on our future consolidated financial condition.
Other Litigation Matters
In the absence of the automatic stay due to the Chapter 11 Cases, we are subject to litigation in the ordinary course of business. Management does not believe that the resolution of any pending proceedings would have a material adverse effect on our financial position or results of operations.
Note 15 16—Related Party Transactions
(a) Shareholders’ Agreements
Certain shareholders of Intelsat S.A. entered into a shareholders’ agreement in December 2018, which provides, among other things, specific rights to and limitations upon the holders of Intelsat S.A.’s share capital with respect to shares held by such holders.
(b) Governance Agreement
In December 2018, the Company entered into a governance agreement with its shareholder affiliated with Serafina S.A. The agreement contains provisions relating to the composition of the Company’s board of directors and certain other matters.
(c) Indemnification Agreements
We have entered into agreements with our executive officers and directors to provide contractual indemnification in addition to the indemnification provided for in our articles of incorporation.
(d) Horizons Holdings
We have a 50% ownership interest in Horizons Holdings as a result of a joint venture with JSAT (see Note 9(a)10(a)—Investments—Horizons Holdings).
(e) Horizons-3 Satellite LLC
We have a 50% ownership interest in Horizons 3 as a result of a joint venture with JSAT (see Note 9(b)10(b)—Investments—Horizons-3 Satellite LLC).
30



Note 16 17—Condensed Combined Debtors' Financial Information
The following presents our Debtors' condensed combined balance sheetsheets as of December 31, 2020 and June 30, 2020,2021, statements of operations for the three and six months ended June 30, 2020 and statement2021 and statements of cash flows for the six months ended June 30, 2020.2020 and 2021. Consolidating adjustments include eliminations of the following:
investments in subsidiaries;
intercompany accounts;
intercompany sales and expenses; and
intercompany equity balances.
Intercompany balances with non-Debtor affiliates have not been eliminated. On the Debtors’ condensed combined balance sheet,sheets, these primarily consist of net intercompany trade receivables generated under our Master Intercompany Service Agreement (“MISA”) and, funding for the operations of non-Debtor affiliates.affiliates and funding for the acquisition of Intelsat CA. On the Debtors’ condensed combined statements of operations, total reported revenue includes intercompany revenue of $63.0 million and $122.5$70.8 million for the three months ended June 30, 2020 and 2021, respectively, and $122.5 million and $138.4 million for the six months ended June 30, 2020 and 2021, respectively, primarily consisting of satellite capacity charges. Cost from affiliates primarily relates to sales and technical support services provided to Debtors as specified under the MISA. Investments in non-Debtor affiliates are presented under the equity method of accounting in the condensed combined financial statements set forth below.

3431



DEBTORS' UNAUDITED CONDENSED COMBINED BALANCE SHEET
(in thousands, except per share amounts)
June 30, 2020
ASSETS
Current assets:
Cash and cash equivalents$940,366 
Restricted cash18,977 
Receivables, net of allowance of $22,093165,159 
Contract assets23,902 
Prepaid expenses and other current assets73,486 
Intercompany receivables153,535 
Total current assets1,375,425 
Satellites and other property and equipment, net4,575,364 
Goodwill2,620,627 
Non-amortizable intangible assets2,440,700 
Amortizable intangible assets, net261,200 
Contract assets, net of current portion41,405 
Investment in affiliates219,162 
Other assets408,294 
Total assets$11,942,177 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities$125,414 
Taxes payable15,210 
Employee related liabilities27,448 
Accrued interest payable13,861 
Current portion of long-term debt5,398,236 
Contract liabilities127,996 
Deferred satellite performance incentives36,002 
Other current liabilities53,105 
Total current liabilities5,797,272 
Contract liabilities, net of current portion1,067,562 
Deferred satellite performance incentives, net of current portion158,937 
Deferred income taxes75,246 
Accrued retirement benefits, net of current portion117,244 
Other long-term liabilities172,956 
Liabilities subject to compromise10,172,846 
Shareholders’ deficit:
Common shares, nominal value $0.01 per share1,421 
Paid-in capital2,569,404 
Accumulated deficit(8,128,872)
Accumulated other comprehensive loss(61,839)
Total shareholders’ deficit(5,619,886)
Total liabilities and shareholders’ deficit$11,942,177 
December 31, 2020June 30, 2021
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$879,191 $460,617 
Restricted cash20,817 26,682 
Receivables, net of allowances of $34,391 in 2020 and $22,140 in 2021561,573 922,882 
Contract assets, net of allowances15,474 15,066 
Inventory1,347 1,075 
Prepaid expenses and other current assets100,021 87,856 
Intercompany receivables678,188 799,081 
Total current assets2,256,611 2,313,259 
Satellites and other property and equipment, net4,656,678 4,862,789 
Goodwill2,624,452 2,624,452 
Non-amortizable intangible assets2,295,000 2,295,000 
Amortizable intangible assets, net245,649 231,331 
Contract assets, net of current portion and allowances26,642 23,275 
Investment in affiliates150,029 48,117 
Other assets357,897 390,066 
Total assets$12,612,958 $12,788,289 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities$222,876 $342,390 
Taxes payable6,743 6,694 
Employee related liabilities36,563 36,445 
Accrued interest payable17,747 18,035 
Current maturities of long-term debt5,903,724 5,909,377 
Contract liabilities146,762 841,136 
Deferred satellite performance incentives47,377 56,115 
Other current liabilities43,885 54,047 
Total current liabilities6,425,677 7,264,239 
Contract liabilities, net of current portion1,422,893 1,072,990 
Deferred satellite performance incentives, net of current portion138,116 127,774 
Deferred income taxes61,069 69,910 
Accrued retirement benefits, net of current portion129,837 118,458 
Other long-term liabilities188,394 210,021 
Liabilities subject to compromise10,168,518 10,169,230 
Shareholders’ deficit:
Common shares, nominal value $0.01 per share1,421 1,422 
Paid-in capital2,573,840 2,576,144 
Accumulated deficit(8,416,410)(8,743,592)
Accumulated other comprehensive loss(80,397)(78,307)
Total shareholders’ deficit(5,921,546)(6,244,333)
Total liabilities and shareholders’ deficit$12,612,958 $12,788,289 

3532



DEBTORS' UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS
(in thousands)
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2020
Revenue$431,334  $840,751  
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)66,765  131,891  
Selling, general and administrative53,958  124,544  
Cost from affiliates9,786  21,448  
Depreciation and amortization157,392  315,168  
Impairment of non-amortizable intangible and other assets34,043  46,243  
Total operating expenses321,944  639,294  
Income from operations109,390  201,457  
Interest expense, net221,934  539,681  
Equity in income of affiliates3,267  1,712  
Other income, net3,432  12,034  
Reorganization items(298,691) (298,691) 
Loss before income taxes(404,536) (623,169) 
Provision for income taxes818  957  
Net loss$(405,354) $(624,126) 
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Revenue$431,334 $405,550 $840,751 $810,831 
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)66,765 65,465 131,891 129,148 
Selling, general and administrative53,958 57,460 124,544 118,760 
Cost from affiliates9,786 11,326 21,448 23,809 
Depreciation and amortization157,392 155,680 315,168 309,058 
Impairment of non-amortizable intangible and other assets34,043 46,243 
Other operating expense—C-band64,638 122,994 
Total operating expenses321,944 354,569 639,294 703,769 
Income from operations109,390 50,981 201,457 107,062 
Interest expense, net(221,934)(122,649)(539,681)(248,428)
Equity in income (loss) of affiliates3,267 (40,984)1,712 (94,513)
Other income, net3,432 16,496 12,034 27,630 
Reorganization items(298,691)(49,591)(298,691)(105,403)
Loss before income taxes(404,536)(145,747)(623,169)(313,652)
Income tax expense(818)(6,559)(957)(13,530)
Net loss$(405,354)$(152,306)$(624,126)$(327,182)

36
33



DEBTORS' UNAUDITED CONDENSED COMBINED STATEMENT OF CASH FLOWS
(in thousands)
Six Months Ended
June 30, 2020
Cash flows from operating activities:
Net loss$(624,126)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization315,168 
Provision for doubtful accounts28,325 
Foreign currency transaction gain(719)
Impairment of non-amortizable intangible and other assets46,243 
Share-based compensation6,234 
Deferred income taxes5,631 
Amortization of discount, premium, issuance costs and related costs17,277 
Non-cash reorganization items196,974 
Debtor-in-possession financing fees52,182 
Amortization of actuarial loss and prior service credits for retirement benefits1,317 
Unrealized losses on derivative financial instruments349 
Unrealized losses on investments and loans held-for-investment721 
Equity in income of affiliates(1,712)
Other non-cash items92 
Changes in operating assets and liabilities:
Receivables(79)
Intercompany receivables(70,970)
Prepaid expenses, contract and other assets(34,700)
Accounts payable and accrued liabilities23,791 
Accrued interest payable48,775 
Contract liabilities(38,951)
Accrued retirement benefits(8,267)
Other long-term liabilities(11,013)
Net cash used in operating activities(47,458)
Cash flows from investing activities:
Payments for satellites and other property and equipment (including capitalized interest)(196,043)
Dividends from affiliates20,878 
Proceeds from loans held-for-investment724 
Capital contribution to affiliates(9,005)
Other proceeds from satellites5,625 
Net cash used in investing activities(177,821)
Cash flows from financing activities:
Proceeds from debtor-in-possession financing500,000 
Debtor-in-possession financing fees(52,182)
Principal payments on deferred satellite performance incentives(19,195)
Net cash provided by financing activities428,623 
Effect of exchange rate changes on cash, cash equivalents and restricted cash686 
Net change in cash, cash equivalents and restricted cash204,030 
Cash, cash equivalents, and restricted cash, beginning of period755,313 
Cash, cash equivalents, and restricted cash, end of period$959,343 
Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated Debtors' balance sheet to the total sum of these same amounts shown on the condensed consolidated Debtors' statement of cash flows:
Cash and cash equivalents$940,366 
Restricted cash18,977 
Total cash, cash equivalents and restricted cash reported in the condensed consolidated Debtors' statement of cash flows$959,343 

Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Cash flows from operating activities:
Net loss$(624,126)$(327,182)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization315,168 309,058 
Provision for expected credit losses28,325 11,671 
Foreign currency transaction (gains) losses(719)430 
Loss on disposal of assets41 
Impairment of non-amortizable intangible and other assets46,243 
Share-based compensation6,234 2,178 
Deferred income taxes5,631 6,100 
Amortization of discount, premium, issuance costs and related costs17,277 4,978 
Non-cash reorganization items196,974 
Debtor-in-possession financing fees52,182 
Amortization of actuarial loss and prior service credits for retirement benefits1,317 2,126 
Unrealized losses on derivative financial instruments349 
Unrealized losses (gains) on investments and loans held-for-investment721 (29,225)
Equity in (income) losses of affiliates(1,712)94,513 
Other non-cash items92 (311)
Changes in operating assets and liabilities:
Receivables(79)27,008 
Intercompany receivables(70,970)(106,845)
Prepaid expenses, contract and other assets(34,700)20,167 
Accounts payable and accrued liabilities23,791 95,155 
Accrued interest payable48,775 287 
Contract liabilities(38,951)(56,107)
Accrued retirement benefits(8,267)(11,379)
Other long-term liabilities(11,013)(8,422)
Net cash provided by (used in) operating activities(47,458)34,241 
Cash flows from investing activities:
Capital expenditures (including capitalized interest)(196,043)(462,583)
Dividends from affiliates20,878 7,836 
Proceeds from sale of investment15,000 
Proceeds from principal payments on loans held-for-investment724 103 
Capital contribution to affiliates(9,005)
Other proceeds from satellites5,625 
Net cash used in investing activities(177,821)(439,644)
Cash flows from financing activities:
Proceeds from debtor-in-possession financing500,000 
Debtor-in-possession financing fees(52,182)
Principal payments on deferred satellite performance incentives(19,195)(6,921)
Net cash provided by (used in) financing activities428,623 (6,921)
Effect of exchange rate changes on cash, cash equivalents and restricted cash686 (385)
Net change in cash, cash equivalents and restricted cash204,030 (412,709)
Cash, cash equivalents, and restricted cash, beginning of period755,313 900,008 
Cash, cash equivalents, and restricted cash, end of period$959,343 $487,299 
Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated Debtors' balance sheet to the total sum of these same amounts shown on the condensed consolidated Debtors' statement of cash flows:
Cash and cash equivalents$940,366 $460,617 
Restricted cash18,977 26,682 
Total cash, cash equivalents and restricted cash reported in the condensed consolidated Debtors' statement of cash flows$959,343 $487,299 
3734




Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and their notes included in Item 1—Financial Statements in this Quarterly Report. SeeReport, and with our audited consolidated financial statements and their notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”). In addition, see “Forward-Looking Statements” and Item 1A—Risk Factors for a discussion of factors that could cause our future financial condition and results of operations to be materially different from those discussed below.
Overview
We operate one of the world’s largest satellite services businesses, providing a critical layer in the global communications infrastructure.
We provide diversified communications services to the world’s leading media companies, fixed and wireless telecommunications operators, data networking service providers for enterprise and mobile applications in the air and on the seas, multinational corporations and internet service providers.Internet Service Providers. We are also the leading provider of commercial satellite capacity to the United States (“U.S.”) government and other select military organizations and their contractors.
Our customers use our global network for a broad range of applications, from global distribution of content for media companies to providing the transmission layer for commercial aeronautical consumer broadband connectivity, to enabling essential network backbones for telecommunications providers in high-growth emerging regions.
Our network solutions are a critical component of our customers’ infrastructures and business models. Generally, our customers need the specialized connectivity that satellites provide so long as they are in business or pursuing their mission. In recent years, mobility services providers have contracted for services on our fleet that support broadband connections for passengers on commercial flights and cruise ships, connectivity that in some cases is only available through our network. In addition, our satellite neighborhoods provide our media customers with efficient and reliable broadcast distribution that maximizes audience reach, a technical and economic benefit that is difficult for terrestrial services to match. In developing regions, our satellite solutions often provide higher reliability than is available from local terrestrial telecommunications services and allow our customers to reach geographies that they would otherwise be unable to serve.
Through our recent acquisition of Gogo Inc.’s (“Gogo”) commercial aviation business (“Intelsat CA”), we became the global leader in providing in-flight connectivity (“IFC”) and wireless in-flight entertainment (“IFE”) solutions to the commercial aviation industry. Services provided by our Intelsat CA business include passenger connectivity, which allows passengers to connect to the Internet from their personal Wi-Fi-enabled devices; passenger entertainment, which offers passengers the opportunity to enjoy a broad selection of IFE options on their laptops and personal Wi-Fi enabled devices; and Connected Aircraft Services (“CAS”), which offer airlines connectivity for various operations and currently include, among others, real-time credit card transaction processing, electronic flight bags and real-time weather information.
Recent Developments
Voluntary Reorganization under Chapter 11
On May 13, 2020, Intelsat S.A. and certain of its subsidiaries (each, a “Debtor” and collectively, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”). Primary factors causing us to file for Chapter 11 protection included the Company’s intention to participate in the accelerated clearing process of C-band spectrum set forth in the U.S. Federal Communications Commission’s (“FCC”) March 3, 2020 final order (the “FCC Final Order”), requiring the Company to incur significant costs related to clearing activities well in advance of receiving reimbursement for such costs and the need for additional financing to fund the C-band clearing process, service our current debt obligations, and meet our operating requirements, as well as the economic slowdown impacting the Company and several of its end markets due to the novel coronavirus (“COVID-19”) pandemic.
On May 26,August 14, 2020, the Company filed a written commitment with the FCC to accelerate clearing of the C-band spectrum in the U.S., and on June 19, 2020, the Company filed its initial C-band spectrum transition plan with the FCC. The FCC Final Order provides for monetary enticements for fixed satellite services (“FSS”) providers to clear a portion of the C-band spectrum on an accelerated basis (the “Acceleration Payments”). On September 17, 2020, the Company announced that it finalized materially all of its required contracts with satellite manufacturers and launch-vehicle providers to move forward and meet the accelerated C-band spectrum clearing timelines established by the FCC. Under the FCC Final Order, the Company is eligible to receive Acceleration Payments of approximately $1.2 billion and $3.7 billion based on the milestone clearing certification dates of December 5, 2021 and December 5, 2023, with the respective payments expected to be received in the first half of each successive year, respectively, subject to the satisfaction of certain deadlines and other conditions set forth therein.
The Chapter 11 process can be unpredictable and involves significant risks and uncertainties. As a result of these risks and uncertainties, the amount and composition of the Company’s assets, liabilities, officers and/or directors could be significantly different
35



following the outcome of the Chapter 11 Cases, and the description of the Company’s operations, properties and liquidity and capital resources included in this Quarterly Report may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process.
Pursuant to various orders from the Bankruptcy Court, the Debtors have received approval from the Bankruptcy Court to generally maintain their ordinary course operations and uphold certain commitments to their stakeholders, including employees, customers, and vendors during the restructuring process, subject to the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. While the Chapter 11 Cases are pending, the Debtors do not anticipate making interest payments due under their respective unsecured debt instruments; however, the Debtors expect to make interest payments on a monthly basis to holders of their senior secured debt instruments. For each of the three and six months ended June 30, 2020, theThe contractual interest expense pursuant to our unsecured debt instruments that was not recognized in our condensed consolidated statementsstatement of operations was $102.5 million.
38


million and $192.3 million for the three months ended June 30, 2020 and 2021, respectively, and $102.5 million and $384.5 million for the six months ended June 30, 2020 and 2021, respectively.
The filing of the Chapter 11 Cases constituted an event of default that accelerated substantially all of our obligations under the documents governing the prepetition existing indebtedness of Intelsat S.A., Intelsat Luxembourg, Intelsat Connect and Intelsat Jackson. For additional discussion regarding the impact of the Chapter 11 Cases on our debt obligations, see Item 1, Note 11—12—Debt.
On June 9, 2020, Intelsat Jackson received approval from the Bankruptcy Court (the “DIP Order”) to enter into a non-amortizing multiple draw superpriority secured debtor-in-possession term loan facility (the “DIP Facility”), in an aggregate principal amount of $1.0 billion on the terms and conditions as set forth in the DIP Facility credit agreement (the “DIP Credit Agreement”), with certain of the Debtors’ prepetition secured parties (the “DIP Lenders”), and on June 17, 2020, Intelsat Jackson and certain of its subsidiaries as guarantors (together with Intelsat Jackson, the “DIP Debtors”) entered into the DIP Credit Agreement with the DIP Lenders.Lenders, as amended by an amendment (“DIP Amendment No. 1”) to the DIP Credit Agreement, dated as of August 24, 2020, a second amendment (“DIP Amendment No. 2”), dated as of November 25, 2020, and a third amendment (“DIP Amendment No. 3”), dated as of July 13, 2021. For additional information regarding the DIP Facility, and DIP Credit Agreement, DIP Amendment No. 1, DIP Amendment No. 2 and DIP Amendment No. 3, see Liquidity and Capital Resources—Debt below.
On July 11, 2020, the Debtors filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing.
On February 11, 2021, the Debtors entered into a plan support agreement (together with all exhibits and schedules thereto, the “PSA”) with certain of the Debtors’ prepetition secured and unsecured creditors (the “Consenting Creditors” and together with the Debtors, the “PSA Parties”). The PSA contains certain covenants on the part of the PSA Parties, including but not limited to the Consenting Creditors voting in favor of the Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (as proposed, the “Plan”), and provides that the Debtors shall achieve certain milestones (unless extended or waived in writing). In connection with the PSA, on February 12, 2021, the Debtors filed the Plan and the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (the “Disclosure Statement”), which describes a variety of topics related to the Chapter 11 Cases, including (i) events leading to the Chapter 11 Cases; (ii) significant events that took place during the Chapter 11 Cases; (iii) certain terms of the Plan; and (iv) certain anticipated risk factors associated with, and anticipated consequences of the Plan. The Bankruptcy Court is currently scheduled to determine the adequacy of the Disclosure Statement in the third quarter of 2021.
Update on the Impact of COVID-19 on the Company
The COVID-19 pandemic has had an adverse impact on our business, results of operations and financial condition, a trend we expect to continue. Among the impacts of the COVID-19 pandemic were a reduction of revenue and a decreased likelihood of collection from certain mobility customers.customers and our Intelsat CA business. We continue to closely monitor the ongoing impact on our employees, customers, business and results of operations.
Gogo Transaction
On August 31, 2020, following approval from the Bankruptcy Court, Intelsat Jackson and Gogo entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with respect to Gogo’s commercial aviation business for $400.0 million in cash, subject to customary adjustments (the “Purchase Price”). The transaction further propels the Company’s efforts in the growing commercial IFC market, pairing our high-capacity global satellite and ground network with Gogo’s installed base of more than 3,000 commercial aircraft to redefine the connectivity experience. In connection with the transactions contemplated by the Purchase and Sale Agreement, the DIP Debtors and DIP Lenders entered into DIP Amendment No. 1 and DIP Amendment No. 2 to our DIP Credit Agreement (see —Voluntary Reorganization under Chapter 11 above). On December 1, 2020, we completed the transaction (the “Gogo Transaction”) and funded the Purchase Price with proceeds from our existing DIP Facility and cash on hand.
36



A. Results of Operations
Three Months Ended June 30, 20192020 and 20202021
The following table sets forth our comparative statements of operations for the periods shown with the increase (decrease) and percentage changes, except those deemed not meaningful (“NM”), between the periods presented (in thousands, except percentages):
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Increase
(Decrease)
Percentage
Change
Revenue$509,407  $482,034  $(27,373) (5)%
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)95,447  106,961  11,514  12%
Selling, general and administrative55,855  63,863  8,008  14%
Depreciation and amortization163,808  162,614  (1,194) (1)%
Satellite impairment loss381,565  —  (381,565) NM
Impairment of non-amortizable intangible and other assets—  34,043  34,043  NM
Total operating expenses696,675  367,481  (329,194) (47)%
Income (loss) from operations(187,268) 114,553  301,821  NM
Interest expense, net320,680  222,533  (98,147) (31)%
Other income (expense), net(28,671) 2,762  31,433  NM
Reorganization items—  (298,691) (298,691) NM
Loss before income taxes(536,619) (403,909) 132,710  (25)%
Provision for (benefit from) income taxes(7,507) 818  8,325  NM
Net loss(529,112) (404,727) 124,385  (24)%
Net income attributable to noncontrolling interest(610) (628) (18) 3%
Net loss attributable to Intelsat S.A.$(529,722) $(405,355) $124,367  (23)%

Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Dollar
Change
Percentage
Change
Revenue$482,034 $507,862 $25,828 5%
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)106,961 163,317 56,356 53%
Selling, general and administrative63,863 100,161 36,298 57%
Depreciation and amortization162,614 168,259 5,645 3%
Impairment of non-amortizable intangible and other assets34,043 — (34,043)NM
Other operating expense—C-band— 64,638 64,638 NM
Total operating expenses367,481 496,375 128,894 35%
Income from operations114,553 11,487 (103,066)(90%)
Interest expense, net(222,533)(129,893)92,640 (42%)
Other income, net2,762 20,218 17,456 NM
Reorganization items(298,691)(49,591)249,100 (83%)
Loss before income taxes(403,909)(147,779)256,130 (63%)
Income tax expense(818)(3,923)(3,105)NM
Net loss(404,727)(151,702)253,025 (63%)
Net income attributable to noncontrolling interest(628)(604)24 (4%)
Net loss attributable to Intelsat S.A.$(405,355)$(152,306)$253,049 (62%)
Revenue
We earn revenue primarily by providing services over satellite transponder capacity to our customers using our satellite transponder capacity.customers. Our customers generally obtain satellite capacity from us by placing an order pursuant to one of several master customer service agreements. On-networkThe master customer agreements and related service orders under which we sell services specify, among other things, the amount of satellite capacity to be provided, whether service will be non-preemptible or preemptible and the service term. Most services are comprised primarily of services delivered on our owned network infrastructure, as well as commitments for third-
39


party capacity, generally long-termfull time in nature, with service terms ranging from one year to as long as 16 years. Occasional use services used for video applications can be for much shorter periods, including increments of one hour. Our master customer service agreements offer different service types, including transponder services, managed services, and channel, which are all services that are provided on, or used to provide access to, our global network. We refer to these services as on-network services. Our customer agreements also cover services that we procure from third parties and resell, which we integrate and market as part of our owned infrastructure. In the case of third-party services in support of government applications, the commitments for third-party capacity are shorter and matchedrefer to the government contracting period, and thus remain classified as off-network services. Off-networkThese services can include transponder services and other satellite-based transmission services such as mobile satellite services (“MSS”), which are sourced from other operators, often in frequencies not available on our network. Under the category Off-Network and Other Revenues, we also include revenues from consultingnetwork, and other services.operational fees related to satellite operations provided on behalf of third-party satellites.
Our Intelsat CA business generates two types of revenue: service revenue and equipment revenue. Service revenue is primarily derived from connectivity services and, to a lesser extent, from entertainment services, CAS and maintenance services. Connectivity is provided to our customers using both air-to-ground (“ATG”) and satellite technologies. Service revenue is earned by services paid for by passengers, airlines and third parties. Equipment revenue primarily consists of the sale of ATG and satellite connectivity equipment and the sale of entertainment equipment. Equipment revenue also includes revenue generated by our installation of connectivity or entertainment equipment on commercial aircraft.
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The following table sets forth our comparative revenue by service type, with Off-Network and Other Revenues shown separately from On-Network Revenues, for the periods below (in thousands, except percentages):
 Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Increase
(Decrease)
Percentage
Change
On-Network Revenues
Transponder services$369,586  $343,599  $(25,987) (7)%
Managed services91,335  85,050  (6,285) (7)%
Channel585  391  (194) (33)%
Total on-network revenues461,506  429,040  (32,466) (7)%
Off-Network and Other Revenues
Transponder, MSS and other off-network services37,717  43,617  5,900  16%
Satellite-related services10,184  9,377  (807) (8)%
Total off-network and other revenues47,901  52,994  5,093  11%
Total$509,407  $482,034  $(27,373) (5)%
 Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Increase
(Decrease)
Percentage
Change
On-Network Revenues
Transponder services$343,599 $324,053 $(19,546)(6%)
Managed services85,050 70,228 (14,822)(17%)
Channel391 186 (205)(52%)
Total on-network revenues429,040 394,467 (34,573)(8%)
Off-Network and Other Revenues
Transponder, MSS and other off-network services43,617 39,708 (3,909)(9%)
Satellite-related services9,377 9,487 110 1%
Total off-network and other revenues52,994 49,195 (3,799)(7%)
In-flight Services Revenues
Services— 57,296 57,296 NM
Equipment— 6,904 6,904 NM
Total in-flight services revenue— 64,200 64,200 NM
Total$482,034 $507,862 $25,828 5%
Total revenue for the three months ended June 30, 2020 decreased2021 increased by $27.4$25.8 million, or 5%, as compared to the three months ended June 30, 2019.2020. By service type, our revenues increased or decreased due to the following:
On-Network Revenues:
Transponder services—an aggregate decrease of $26.0$19.5 million, primarily due to a $12.0$19.2 million decrease in revenue from network services customers, an $11.4 millionnet decrease in revenue from media customers and a $2.6$1.6 million net decrease in revenue from government customers. The decline from network services customers was primarily due to non-renewals, renewals at lower pricing, and service contractions for enterprise, mobility and wireless infrastructure applications. These declines were partially offset by increased revenues from wireless customers in the Asia-Pacific region. The decline from media customers was primarily due to non-renewals, renewals at lower pricing and service contractions for distribution services in the North America, Europe, and Africa regions.
Managed services—an aggregate decrease of $6.3 million, primarily due to a $9.6 million decrease in revenue from media customers partially offset by a $3.0 million increase in revenue from network services customers. The decrease in revenue from media customers was mainly relateddriven by non-renewals, renewals at lower prices, service contractions, and service terminations relating to the termination of a managed video service contractdistribution and direct-to-home (“DTH”) solution application customers. The decline in 2019, and a decrease in occasional use video services. The increaserevenues from network services customers was mainlyprimarily due to non-renewals, pricing decreases, service contractions, and a service contract termination. These decreased revenues were partially offset by increased revenues from network services customers, primarily due to a renegotiated contract with a maritime mobility customer for a different service mix of revenues previously classified as managed services, and new business and pricing capacity increases for an enterprise networks customer.
Managed services—an aggregate decrease of $14.8 million, primarily due to a $16.7 million decrease in revenue from network services customers, partially offset by a $1.1 million increase in revenues from government customers. The decline in revenues from network services customers was primarily driven by a renegotiated contract with a maritime mobility customer.customer for a different service mix of revenues previously classified as managed services, partially offset by increased revenues from new flex maritime services. The increase in revenues from government customers was primarily attributable to new flex services and the entry into service of Galaxy 30, partially offset by non-renewals.
Off-Network and OtherIn-flight Services Revenues:
Transponder, MSSServices and other off-network services—equipment—an aggregate increase of $5.9$64.2 million primarily dueattributable to a $5.1 million increase in revenue from government customers largely driven by new third-party services, partially offset by non-renewals, renewals at lower pricing and declines in MSS.our Intelsat CA business.
Operating Expenses
Direct Costs of Revenue (Excluding Depreciation and Amortization)
Direct costs of revenue increased by $11.5$56.4 million, or 12%53%, to $107.0$163.3 million for the three months ended June 30, 2020,2021, as compared to the three months ended June 30, 2019.2020. The increase was primarily due to $61.2 million in costs attributable to our Intelsat CA business, acquired in December 2020.
Selling, General and Administrative
Selling, general and administrative expenses increased by $36.3 million, or 57%, to $100.2 million for the three months ended June 30, 2021, as compared to the three months ended June 30, 2020. The increase was primarily due to $30.6 million in costs attributable to our Intelsat CA business, a $5.7 million increase in third-party FSS and managed capacity costs largely incurred in connection with government customers, a $3.4$4.0 million increase in staff-related expenses largely relating to our employee retention incentive plans, and a $3.2$3.6 million increase in service fees related to our use of Mission Extension Vehicle-1 (“MEV-1”).professional fees.
4038



Selling, GeneralDepreciation and AdministrativeAmortization
Selling, generalDepreciation and administrative expensesamortization expense increased by $8.0$5.6 million, or 14%3%, to $63.9$168.3 million for the three months ended June 30, 2020,2021, as compared to the three months ended June 30, 2019. The increase was primarily due to a $3.5 million increase in bad debt expense largely relating to certain customers in North America, a $3.0 million increase in staff-related expenses largely relating to our employee retention incentive plans, a $2.1 million increase in insurance costs and a $1.3 million increase in professional fees, partially offset by a $1.7 million decrease in travel expenses.
Depreciation and Amortization
Depreciation and amortization expense decreased by $1.2 million, or 1%, to $162.6 million for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019.2020. Significant items impacting depreciation and amortization includedincluded:
an increase of $7.4 million in depreciation and amortization expense attributable to our Intelsat CA business; and
an increase of $3.1 million in depreciation expense resulting from the impact of a satellite placed into service; partially offset by
a decrease of $5.4 million in depreciation expense due to the timing of certain satellites becoming fully depreciated, partially offset by an increase of $4.7 million in depreciation expense resulting from the impact of a satellite placed in service.
Satellite Impairment Loss
We recognized an impairment charge of $381.6 million for the three months ended June 30, 2019 relating to the failure of Intelsat 29e (see Item 1, Note 8—Satellites and Other Property and Equipment). The impairment charge consisted of approximately $377.9 million related to the write-off of the carrying value of the satellite and associated deferred satellite performance incentive obligations, and approximately $3.7 million related to prepaid regulatory fees. No comparable amounts were recognized for the three months ended June 30, 2020.depreciated.
Impairment of Non-Amortizable Intangible and Other Assets
We recognized an impairment charge of $34.0 million for the three months ended June 30, 2020 relating to certain satellite and launch vehicle deposits. Nodeposits, with no comparable amounts were recognized for the three months ended June 30, 2019.2021. See Item 1, Note 8—9—Satellites and Other Property and Equipment for further discussion.
Other Operating Expense—C-band
Other operating expense—C-band consists of reimbursable and non-reimbursable costs associated with our C-band spectrum relocation efforts. We incurred $64.6 million of reimbursable and non-reimbursable C-band clearing related expenses for the three months ended June 30, 2021, with no comparable amounts for the three months ended June 30, 2020.
Interest Expense, Net
Interest expense, net consists of gross interest expense incurred together with gains and losses on interest rate cap contracts (which reflect the changechanges in their fair value)values), offset by interest income earned and interest capitalized related to assets under construction. As of June 30,December 31, 2020, we held interest rate cap contracts with an aggregate notional amount of $2.4 billion that matured in February 2021. These interest rate cap contracts were held to mitigate the risk of interest rate increases on the floating-rate term loans under our senior secured credit facilities. The contracts havewere not been designated as hedges for accounting purposes.
Interest expense, net decreased by $98.1$92.6 million, or 31%42%, to $222.5$129.9 million for the three months ended June 30, 2020,2021, as compared to the three months ended June 30, 2019. The decrease in interest expense, net was principally2020, primarily due to the following:
a decrease of $89.6$76.4 million in interest expense primarily resulting from Chapter 11 restructuring activities;activities, partially offset by an increase in interest expense recognized on our senior secured credit facilities; and
a decrease of $10.8 million corresponding to a larger decrease in fair value of the interest rate cap contracts during the three months ended June 30, 2019 as compared to the three months ended June 30, 2020; partially offset by
an increase of $2.7$13.1 million due to lowerhigher capitalized interest primarily resulting from decreasedincreased levels of satellites and related assets under construction.
The non-cash portion of total interest expense, net was $34.3$26.6 million for the three months ended June 30, 2020,2021, primarily consisting of interest expense related to the significant financing component identified in customer contracts, amortization and accretion of discounts and premiums and amortization of deferred financing fees.
Other Income, (Expense), Net
Other income, net was $20.2 million for the three months ended June 30, 2021, as compared to $2.8 million for the three months ended June 30, 2020,2020. The net increase in other income was primarily driven by a $7.7 million gain due to a change in value of an investment in a third party and a $5.3 million gain on the sale of one of our investments, both of which occurred during the three months ended June 30, 2021, with no similar activity for the three months ended June 30, 2020. In addition, we had foreign currency gains in 2021 as compared to other expense,losses in 2020, with a net positive impact of $28.7$3.3 million for the three months ended June 30, 2019. Other expense, net2021 as compared to the three months ended June 30, 2020.
Reorganization Items
Reorganization items reflect direct costs incurred in connection with our Chapter 11 restructuring activities. We recorded reorganization items of $298.7 million and $49.6 million for the three months ended June 30, 2019 primarily consisted of a net loss of $32.0 million related to a change in value of certain investments in third parties.
Reorganization Items
2020 and 2021, respectively. Reorganization items reflects direct costs incurred in connection with the Chapter 11 Cases. Reorganization items of $298.7 million for the three months ended June 30, 2020 primarily consisted of $197.0 million related to the write-off of debt discount,
41


premium and issuance costs, $52.2 million of financing fees related to the DIP Facility and $49.0 million in professional fees. There were no comparable amountsReorganization items for the three months ended June 30, 2019.2021 consisted of professional fees.
39

Provision for (Benefit from)


Income TaxesTax Expense
Income tax benefit decreasedexpense increased by $8.3$3.1 million to income tax expense of $0.8$3.9 million for the three months ended June 30, 2020,2021, as compared to the three months ended June 30, 2019.2020. The decreaseincrease was principally attributable to the tax benefit related to the satellite impairment loss recognized in the three months ended June 30, 2019 and higher income from our U.S. subsidiaries as compared to our non-U.S. subsidiaries for the three months ended June 30, 2020.2021, withholding taxes on revenue earned in some of the foreign markets in which we operate, benefits recorded in 2020 from impacts of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and a tax reserve established on certain tax benefits taken on the Base Erosion Anti-Abuse Tax (“BEAT”), partially offset by a tax benefit resulting from changes in the UK deferred tax rate.
Cash paid for income taxes, net of refunds, totaled $4.8$1.7 million and $1.7$2.1 million for the three months ended June 30, 20192020 and 2020,2021, respectively.
Net Loss Attributable to Intelsat S.A.
Net loss attributable to Intelsat S.A. was $405.4$152.3 million for the three months ended June 30, 2020,2021, as compared to net loss attributable to Intelsat S.A. of $529.7$405.4 million for the three months ended June 30, 2019.2020. The change reflects the various items discussed above.
Six Months Ended June 30, 20192020 and 20202021
The following table sets forth our comparative statements of operations for the periods shown with the increase (decrease) and percentage changes, except those deemed not meaningful (“NM”), between the periods presented (in thousands, except percentages):
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Increase
(Decrease)
Percentage
Change
Revenue$1,037,856  $940,854  $(97,002) (9)%
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)200,852  212,046  11,194  6%
Selling, general and administrative107,513  144,829  37,316  35%
Depreciation and amortization334,902  325,662  (9,240) (3)%
Satellite impairment loss381,565  —  (381,565) NM
Impairment of non-amortizable intangible and other assets—  46,243  46,243  NM
Total operating expenses1,024,832  728,780  (296,052) (29)%
Income from operations13,024  212,074  199,050  NM
Interest expense, net637,282  540,862  (96,420) (15)%
Other income (expense), net(27,259) 5,496  32,755  NM
Reorganization items—  (298,691) (298,691) NM
Loss before income taxes(651,517) (621,983) 29,534  (5)%
Provision for (benefit from) income taxes(2,364) 959  3,323  NM
Net loss(649,153) (622,942) 26,211  (4)%
Net income attributable to noncontrolling interest(1,191) (1,184)  (1)%
Net loss attributable to Intelsat S.A.$(650,344) $(624,126) $26,218  (4)%
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Dollar
Change
Percentage
Change
Revenue$940,854 $1,010,625 $69,771 7%
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)212,046 328,549 116,503 55%
Selling, general and administrative144,829 202,777 57,948 40%
Depreciation and amortization325,662 333,499 7,837 2%
Impairment of non-amortizable intangible and other assets46,243 — (46,243)NM
Other operating expense—C-band— 122,994 122,994 NM
Total operating expenses728,780 987,819 259,039 36%
Income from operations212,074 22,806 (189,268)(89%)
Interest expense, net(540,862)(262,236)278,626 (52%)
Other income, net5,496 29,937 24,441 NM
Reorganization items(298,691)(105,403)193,288 (65%)
Loss before income taxes(621,983)(314,896)307,087 (49%)
Income tax expense(959)(11,112)(10,153)NM
Net loss(622,942)(326,008)296,934 (48%)
Net income attributable to noncontrolling interest(1,184)(1,174)10 (1%)
Net loss attributable to Intelsat S.A.$(624,126)$(327,182)$296,944 (48%)

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Revenue
The following table sets forth our comparative revenue by service type, with Off-Network and Other Revenues shown separately from On-Network Revenues, for the periods shown (in thousands, except percentages):
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Increase
(Decrease)
Percentage
Change
On-Network Revenues
Transponder services$746,870  $674,934  $(71,936) (10)%
Managed services184,536  157,311  (27,225) (15)%
Channel1,276  816  (460) (36)%
Total on-network revenues932,682  833,061  (99,621) (11)%
Off-Network and Other Revenues
Transponder, MSS and other off-network services87,575  87,305  (270) 
Satellite-related services17,599  20,488  2,889  16%
Total off-network and other revenues105,174  107,793  2,619  2%
Total$1,037,856  $940,854  $(97,002) (9)%
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Increase
(Decrease)
Percentage
Change
On-Network Revenues
Transponder services$674,934 $649,163 $(25,771)(4%)
Managed services157,311 139,854 (17,457)(11%)
Channel816 381 (435)(53%)
Total on-network revenues833,061 789,398 (43,663)(5%)
Off-Network and Other Revenues
Transponder, MSS and other off-network services87,305 82,303 (5,002)(6%)
Satellite-related services20,488 18,493 (1,995)(10%)
Total off-network and other revenues107,793 100,796 (6,997)(6%)
In-flight Services Revenues
Services— 102,007 102,007 NM
Equipment— 18,424 18,424 NM
Total in-flight services revenue— 120,431 120,431 NM
Total$940,854 $1,010,625 $69,771 7%
Total revenue for the six months ended June 30, 2020 decreased2021 increased by $97.0$69.8 million, or 9%7%, as compared to the six months ended June 30, 2019.2020. By service type, our revenues increased or decreased due to the following:
On-Network Revenues: 
Transponder services—an aggregate decrease of $71.9$25.8 million, primarily due to a $44.1$38.1 million decrease in revenue from network services customers, a $23.7 millionnet decrease in revenue from media customers, andpartially offset by a $4.1$9.7 million net increase from network services customers. The decrease in revenue from government customers. The decline from network services customers was primarily due to non-renewals and service contractions for enterprise and wireless infrastructure applications mainly in the Latin America, Europe, and Africa regions. These declines were partially offset by increased revenues from wireless customers in the Asia-Pacific region. The decline from media customers was primarily due to non-renewals, renewals at lower pricingprices, and lower capacity and early terminationsservice contractions relating to distribution services.and DTH solution application customers, partially offset by new business from a contribution and distribution solution application customer in the Americas and renegotiated contracts and new business from a DTH solution application customer in Europe. The decreaseincrease in revenue from governmentnetwork services customers was primarily due to non-renewalsa renegotiated contract with a maritime mobility customer for a different service mix of revenues previously classified as managed services, new business and renewals at lower pricing and capacity increases for an enterprise networks customer, and a service transfer from managed services to transponder services for a cellular backhaul customer. These increased revenues were partially offset by new services.non-renewals, pricing decreases, service contractions, and a service contract termination.
Managed services—an aggregate decrease of $27.2$17.5 million, primarily due to a $17.0 million decrease in revenue from media customers and a $9.2$19.2 million decrease in revenue from network services customers. The decline in revenue from media customers, was due to a $12.4 million decrease in revenue from managed video services mainly related to non-renewals and an early termination of a contract in 2019, and a $4.6 million decrease from occasional use video services. The decline in revenue from network services customers primarily relates to maritime and aero mobility customers due to non-renewals, service contractions and lost revenue resulting from the loss of Intelsat 29e, a portion of which services were restored with off-network services.
Off-Network and Other Revenues:
Transponder, MSS and other off-network services—an aggregate decrease of $0.3 million, primarily due to a decrease of $10.0 million from network services and media customers largely driven by $14.3 million in revenue recognized in the first quarter of 2019 from a network services customer accounted for as a sales-type lease under ASC 842, Leases ("ASC 842"), with no comparable amount for the same period in 2020. This was partially offset by a $9.7$2.9 million increase in revenue from government customers for new third-party services and increasedcustomers. The decline in revenues due to the transfer of certain Intelsat 29efrom network services customers was primarily driven by a renegotiated contract with a maritime mobility customer for a different service mix of revenues previously classified as managed services, a service transfer from managed services to off-network capacity.transponder services for a cellular backhaul customer, and non-renewals, partially offset by increased revenues from new flex maritime services. The increase in revenues from government customers was primarily attributable to new flex services and the entry into service of Galaxy 30, partially offset by non-renewals.
In-flight Services Revenues:
Satellite-related services—Services and equipment—an aggregate increase of $2.9$120.4 million reflecting increased revenues from professional services supporting third-party satellites.attributable to our Intelsat CA business.
Operating Expenses
Direct Costs of Revenue (Excluding Depreciation and Amortization)
Direct costs of revenue increased by $11.2$116.5 million, or 6%55%, to $212.0$328.5 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019.2020. The increase was primarily due to:
a $17.5to $122.4 million increase in third-party FSS capacity costs largely incurredattributable to our Intelsat CA business, acquired in connection with government customers, the Azercosmos (Intelsat 38) satellite and Intelsat 29e customer restoration on third-party satellites;December 2020.
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a $4.4 million increase in service fees related to our use of MEV-1;
a $4.4 million increase in costs related to the Horizons-3 Satellite LLC (“Horizons 3”) revenue sharing agreement; and
a $4.3 million increase in staff-related expenses largely relating to our employee retention incentive plans; partially offset by
a $16.3 million decrease in equipment and third-party capacity costs recognized under ASC 842 for the six months ended June 30, 2019, with no comparable costs for the six months ended June 30, 2020.
Selling, General and Administrative
Selling, general and administrative expenses increased by $37.3$57.9 million, or 35%40%, to $144.8$202.8 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019.2020. The increase was primarily due to a $23.0the following:
$59.4 million in costs attributable to our Intelsat CA business;
an $11.2 million increase in staff-related expenses largely relating to our employee retention incentive plans; and
a $4.2 million increase in professional fees; partially offset by
a $15.6 million decrease in bad debt expense due to higher bad debt expense for the six months ended June 30, 2020, largely relating to a certain customer that filed for Chapter 11 bankruptcy protection and certain customers in the North America and Africa regions, a $6.0 million increase in professional fees, a $3.2 million increase in staff-related expenses largely relating to our employee retention incentive plans and a $2.1 million increase in insurance costs.2020.
Depreciation and Amortization
Depreciation and amortization expense decreasedincreased by $9.2$7.8 million, or 3%2%, to $325.7$333.5 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019.2020. Significant items impacting depreciation and amortization included: 
a decreasean increase of $10.0$14.2 million in depreciation and amortization expense attributable to our Intelsat CA business; and
an increase of $4.1 million in depreciation expense due toresulting from the write-offimpact of Intelsat 29e; anda satellite placed into service; partially offset by
a decrease of $9.4$10.9 million in depreciation expense due to the timing of certain satellites becoming fully depreciated; partially offset bydepreciated.
an increase of $9.4 million in depreciation expense resulting from the impact of a satellite placed in service; and
an increase of $1.1 million in depreciation expense due to the impact of certain ground segment assets placed in service.
Satellite Impairment Loss
We recognized an impairment charge of $381.6 million for the six months ended June 30, 2019 relating to the loss of Intelsat 29e (see Item 1, Note 8—Satellites and Other Property and Equipment). The impairment charge consisted of approximately $377.9 million related to the write-off of the carrying value of the satellite and associated deferred satellite performance incentive obligations, and approximately $3.7 million related to prepaid regulatory fees. No comparable amounts were recognized for the six months ended June 30, 2020.
Impairment of Non-Amortizable Intangible and Other Assets
We recognized impairment charges of $34.0 million and $12.2 million for the six months ended June 30, 2020 relating to certain satellite and launch vehicle deposits and the Intelsat trade name intangible asset, respectively. No comparable amounts were recognized for the six months ended June 30, 2019.2021. See Item 1, Note 8—9—Satellites and Other Property and Equipment and Item 1, Note 10—11—Goodwill and Other Intangible Assets for further discussion.
Other Operating Expense—C-band
Other operating expense—C-band consists of reimbursable and non-reimbursable costs associated with our C-band spectrum relocation efforts. We incurred $123.0 million of reimbursable and non-reimbursable C-band clearing related expenses for the six months ended June 30, 2021, with no comparable amounts for the six months ended June 30, 2020.
Interest Expense, Net
Interest expense, net decreased by $96.4$278.6 million, or 15%52%, to $540.9$262.2 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019. The decrease in interest expense, net was principally2020, primarily due to the following:
 
a decrease of $82.3$247.8 million in interest expense primarily resulting from Chapter 11 restructuring activities;activities, partially offset by an increase in interest expense recognized on our senior secured credit facilities; and
a decrease of $19.1 million corresponding to a larger decrease in fair value of the interest rate cap contracts during the six months ended June 30, 2019 as compared to the six months ended June 30, 2020; partially offset by
an increase of $7.3$25.1 million due to lowera higher capitalized interest primarily resulting from decreasedincreased levels of satellites and related assets under construction.
The non-cash portion of total interest expense, net was $73.5$53.3 million for the six months ended June 30, 2020,2021, primarily consisting of interest expense related to the significant financing component identified in customer contracts, amortization and accretion of discounts and premiums and amortization of deferred financing fees.
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Other Income, (Expense), Net
Other income, net was $29.9 million for the six months ended June 30, 2021, as compared to $5.5 million for the six months ended June 30, 2020,2020. The net increase in other income was primarily driven by a $7.7 million gain due to a change in value of an investment in a third party, a $5.5 million gain due to a change in value of stock warrants we hold, and a $5.3 million gain on the sale of one of our investments, all of which occurred during the six months ended June 30, 2021, with no similar activity for the six months ended June 30, 2020. In addition, we had foreign currency gains in 2021 as compared to other expense,losses in 2020, with a net positive impact of $27.3$6.0 million for the six months ended June 30, 2019. The net increase in income was primarily driven by a $6.0 million gain on sale of assets for2021 as compared to the six months ended June 30, 2020, as well as a $32.92020.
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Reorganization Items
Reorganization items reflect direct costs incurred in connection with our Chapter 11 restructuring activities. We recorded reorganization items of $298.7 million loss for the six months ended June 30, 2019 due to a change in value of certain investments in third parties. In addition, foreign currency losses increased by $5.3and $105.4 million for the six months ended June 30, 2020 as compared to the six months ended June 30, 2019 largely related to our business conducted in Brazilian reais.
Reorganization Items
and 2021, respectively. Reorganization items reflects direct costs incurred in connection with the Chapter 11 Cases. Reorganization items of $298.7 million for the six months ended June 30, 2020 primarily consisted of $197.0 million related to the write-off of debt discount, premium and issuance costs, $52.2 million of financing fees related to the DIP Facility and $49.0 million in professional fees. There were no comparable amountsReorganization items for the six months ended June 30, 2019.2021 primarily consisted of professional fees.
Provision for (Benefit from) Income TaxesTax Expense
Income tax benefit decreasedexpense increased by $3.3$10.2 million to income tax expense of $1.0$11.1 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019.2020. The decreaseincrease was principally attributable to the tax benefit related to the satellite impairment loss recognized in the six months ended June 30, 2019, and higher income from our U.S. subsidiaries as compared to our non-U.S. subsidiaries for the six months ended June 30, 2020.2021, withholding taxes on revenue earned in certain non-U.S. jurisdictions in which we operate, benefits recorded in 2020 from impacts of the CARES Act, and a tax reserve established on certain tax benefits taken on the BEAT, partially offset by a tax benefit resulting from changes in the UK deferred tax rate.
Cash paid for income taxes, net of refunds, totaled $6.8$2.6 million and $2.6$2.5 million for the six months ended June 30, 20192020 and 2020,2021, respectively.
Net Loss Attributable to Intelsat S.A.
Net loss attributable to Intelsat S.A. was $624.1$327.2 million for the six months ended June 30, 2020,2021, as compared to net loss attributable to Intelsat S.A. of $650.3$624.1 million for the six months ended June 30, 2019.2020. The change reflects the various items discussed above.
EBITDA
EBITDA consists of earnings before net interest, loss (gain) on early extinguishment of debt, taxes and depreciation and amortization. Given our high level of leverage, refinancing activities are a frequent part of our efforts to manage our costs of borrowing. Accordingly, we consider loss (gain) on early extinguishment of debt an element of interest expense. EBITDA is a measure commonly used in the FSS sector, and we present EBITDA to enhance the understanding of our operating performance. We use EBITDA as one criterion for evaluating our performance relative to that of our peers. We believe that EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. However, EBITDA is not a measure of financial performance under U.S. GAAP, and our EBITDA may not be comparable to similarly titled measures of other companies. EBITDA should not be considered as an alternative to operating income (loss) or net income (loss) determined in accordance with U.S. GAAP, as an indicator of our operating performance, or as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.
A reconciliation of net loss to EBITDA for the periods shown is as follows (in thousands):
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Net loss$(529,112) $(404,727) $(649,153) $(622,942) 
Add (Subtract):
Interest expense, net320,680  222,533  637,282  540,862  
Provision for (benefit from) income taxes(7,507) 818  (2,364) 959  
Depreciation and amortization163,808  162,614  334,902  325,662  
EBITDA$(52,131) $(18,762) $320,667  $244,541  
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Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Net loss$(404,727)$(151,702)$(622,942)$(326,008)
Add:
Interest expense, net222,533 129,893 540,862 262,236 
Income tax expense818 3,923 959 11,112 
Depreciation and amortization162,614 168,259 325,662 333,499 
EBITDA$(18,762)$150,373 $244,541 $280,839 
Adjusted EBITDA
In addition to EBITDA, we calculate a measure called Adjusted EBITDA to assess the operating performance of Intelsat S.A. Adjusted EBITDA consists of EBITDA of Intelsat S.A. as adjusted to exclude or include certain unusual items, certain other operating expense items and certain other adjustments as described in the table and related footnotes below. Our management believes that the presentation of Adjusted EBITDA provides useful information to investors, lenders and financial analysts regarding our financial condition and results of operations because it permits clearer comparability of our operating performance between periods. By excluding the potential volatility related to the timing and extent of non-operating activities, such as impairments of asset value and other non-recurring items, our management believes that Adjusted EBITDA provides a useful means of evaluating the success of our operating activities. We also use Adjusted EBITDA, together with other appropriate metrics, to set goals for and measure the operating performance of our business, and it is one of the principal measures we use to evaluate our management’s performance in determining
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compensation under our incentive compensation plans. Adjusted EBITDA measures have been used historically by investors, lenders and financial analysts to estimate the value of a company, to make informed investment decisions and to evaluate performance. Our management believes that the inclusion of Adjusted EBITDA facilitates comparison of our results with those of companies having different capital structures.
Adjusted EBITDA is not a measure of financial performance under U.S. GAAP and may not be comparable to similarly titled measures of other companies. Adjusted EBITDA should not be considered as an alternative to operating income (loss) or net income (loss) determined in accordance with U.S. GAAP, as an indicator of our operating performance, as an alternative to cash flows from operating activities determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.
A reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA is as follows (in thousands):
Three Months Ended
June 30, 2019
Three Months Ended
June 30, 2020
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Net loss$(529,112) $(404,727) $(649,153) $(622,942) 
Add (Subtract):
Interest expense, net320,680  222,533  637,282  540,862  
Provision for (benefit from) income taxes(7,507) 818  (2,364) 959  
Depreciation and amortization163,808  162,614  334,902  325,662  
EBITDA(52,131) (18,762) 320,667  244,541  
Add:
Compensation and benefits(1)
3,584  20,149  6,291  23,855  
Non-recurring and other non-cash items(2)
33,655  4,431  38,429  15,329  
Satellite impairment loss(3)
381,565  —  381,565  —  
Impairment of non-amortizable intangible and other assets(4)
—  34,043  —  46,243  
Reorganization items(5)
—  298,691  —  298,691  
Proportionate share from unconsolidated joint venture(6):
Interest expense, net2,480  1,045  2,480  2,125  
Depreciation and amortization4,691  2,814  4,691  5,629  
Adjusted EBITDA(7)(8)
$373,844  $342,411  $754,123  $636,413  
Three Months Ended
June 30, 2020
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Net loss$(404,727)$(151,702)$(622,942)$(326,008)
Add:
Interest expense, net222,533 129,893 540,862 262,236 
Income tax expense818 3,923 959 11,112 
Depreciation and amortization162,614 168,259 325,662 333,499 
EBITDA(18,762)150,373 244,541 280,839 
Add:
Compensation and benefits(1)
20,149 21,561 23,855 41,834 
Non-recurring and non-cash items(2)
4,431 58,870 15,329 123,828 
Impairment of non-amortizable intangible and other assets(3)
34,043 — 46,243 — 
Reorganization items(4)
298,691 49,591 298,691 105,403 
Proportionate share from unconsolidated joint venture(5):
Interest expense, net1,045 609 2,125 1,242 
Depreciation and amortization2,814 2,814 5,629 5,629 
Adjusted EBITDA(6)(7)
$342,411 $283,818 $636,413 $558,775 
(1)Reflects non-cash expenses incurred relating to our equity compensation plans and for the three and six months ended June 30, 2020, expenses incurred relating to our employee retention incentive plans in connection with our Chapter 11 proceedings.
(2)Reflects certain non-recurring expenses, gains and losses and non-cash items, including the following: costs associated with our C-band spectrum relocation efforts; professional fees related to our liability management initiatives; costs associated with our C-band spectrum proposal;merger and acquisition costs; certain research and development costs; amortization of supplemental type certificates; severance, retention and relocation payments; changes in fair value and gains on sales of certain investments; certain foreign exchange gains and losses; and other various non-recurring expenses. In 2019, these costs were partially offset by non-cash income related to the recognition of deferred revenue on a straight-line basis for certain prepaid capacity service contracts.
(3)Reflects a non-cash impairment charge recorded in connection with the Intelsat 29e satellite loss.
(4)Reflects a non-cash impairment charge recorded in connection with the write-off of certain satellite and launch vehicle deposits (see Item 1, Note 8—Satellites and Other Property and Equipment) for the three and six months ended June 30,
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2020, and a trade name impairment (see Item 1, Note 10—11—Goodwill and Other Intangible Assets) for the six months ended June 30, 2020.
(5)(4)Reflects direct costs incurred in connection with our Chapter 11 proceedings.restructuring activities. See Item 1, Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters.
(6)(5)Reflects adjustments related to our interest in Horizons-3 Satellite LLC (“Horizons 3.3”). See Item 1, Note 9(b)10(b)—Investments—Horizons-3 Satellite LLC.
(7)(6)ForAdjusted EBITDA included $26.4 million and $26.7 million for the three months ended June 30, 2020 and 2021, respectively, and $52.5 million and $53.2 million for the six months ended June 30, 2019, Adjusted EBITDA included $25.1 million2020 and $50.3 million, respectively, and $26.4 million and $52.5 million for the three and six months ended June 30, 2020,2021, respectively, of revenue relating to the significant financing component identified in customer contracts in accordance with the adoption of ASC 606, Revenue from Contracts with Customers. These impacts are not permitted to be reflected in the applicable consolidated and
(7)Intelsat S.A. Adjusted EBITDA definitions under our debt agreements.
(8)Forreflected $5.1 million and $4.7 million for the three months ended June 30, 20192020 and 2020, Intelsat S.A. Adjusted EBITDA reflected $5.92021, respectively, and $9.8 million and $5.1 million, respectively, and $2.5 million and $9.8$8.7 million for the six months ended June 30, 20192020 and 2020,2021, respectively, of Adjusted EBITDA attributable to Intelsat Horizons-3 LLC, its subsidiaries and its proportionate share of Horizons 3. These entities are considered to be unrestricted subsidiaries under the definitions set forth in our applicable debt agreements.
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B. Liquidity and Capital Resources
Overview
We are a highly leveraged company and our contractual obligations, commitments and debt service requirements over the next several years are significant. At June 30, 2020,2021, the aggregate principal amount of our debt outstanding not held by affiliates was $15.2$15.7 billion. Our interest expense, net for the three and six months ended June 30, 20202021 was $222.5$129.9 million and $540.9$262.2 million, respectively, which included $34.3$26.6 million and $73.5$53.3 million of non-cash interest expense, respectively. At June 30, 2020,2021, cash, cash equivalents and restricted cash were approximately $1.1 billion. In past years, our cash flows from operations and cash on hand have been sufficient to fund interest obligations ($1.1 billion in each of the years ended December 31, 2018 and 2019).$658.9 million.
The commencement of the Chapter 11 Cases accelerated substantially all of our outstanding debt. Any efforts to enforce payment obligations related to the acceleration of our debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.
During the pendency of the Chapter 11 Cases, as discussed above in —Recent Developments, Voluntary Reorganization under Chapter 11, we expect cashthe Debtors do not anticipate making interest payments on our interest obligations to be lower than in prior years.due under their respective unsecured debt instruments. In past years, our cash flows from operations and cash on hand have been sufficient to fund significant capital expendituresinterest obligations ($255.7 million1.1 billion and $229.8$634.7 million for the years ended December 31, 20182019 and 2020, respectively), and significant capital expenditures ($229.8 million and $606.8 million for the years ended December 31, 2019 and 2020, respectively). However, as discussed above in —Recent Developments, Voluntary Reorganization under Chapter 11, our ability to fund operating expenses is now, to some extent, subject to obtaining certain approvals from the Bankruptcy Court in connection with our Chapter 11 proceedings.
A significant factor driving the Company’s decision to file for Chapter 11 protection was the Company’s desire to participate in the FCC’s process for accelerated clearing of the C-band spectrum, for which we need to incur significant upfront expenses for clearing activities well in advance of receiving reimbursement payments. On May 26,August 14, 2020, the Company filed a written commitment with the FCC to accelerate clearing of the C-band spectrum in the U.S., and on June 19, 2020, the Company filed its initial C-band spectrum transition plan with the FCC.
In addition to the significant capital expenditures we expect to make in 20202021 and beyond, we expect total clearing costs will be approximately $1.7$1.3 billion over the next two to three years. Our primary source of liquidity is and will continue to be cash generated from operations, as well as existing cash. Also, as noted above in —Recent Developments, Voluntary Reorganization under Chapter 11, we have entered into a DIP Facility in an aggregate principal amount of $1.0 billion. We currently expect to use cash on hand and cash flows from operations and borrowings under the DIP Facility to fund our most significant cash outlays, including debt service requirements and capital expenditures, in the next twelve months and beyond. We also expect to receive reimbursement payments for certain upfront C-band spectrum clearing expenses incurred, and under the FCC Final Order, the Company is eligible to receive Acceleration Payments of approximately $1.2 billion and $3.7 billion based on the milestone clearing certification dates of December 5, 2021 and December 5, 2023, respectively, with the respective payments expected to be received in the first half of each successive year, subject to the satisfaction of certain deadlines and other conditions set forth therein.
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Cash Flow Items
Our cash flows consisted of the following for the periods shown (in thousands):
Six Months Ended
June 30, 2019
Six Months Ended
June 30, 2020
Net cash provided by operating activities$133,565  $54,494  
Net cash used in investing activities(168,516) (197,385) 
Net cash provided by financing activities377,330  426,744  
Net change in cash, cash equivalents and restricted cash341,016  280,121  
Six Months Ended
June 30, 2020
Six Months Ended
June 30, 2021
Net cash provided by operating activities$54,494 $38,360 
Net cash used in investing activities(197,385)(455,913)
Net cash provided by (used in) financing activities426,744 (9,774)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3,732)(1,294)
Net change in cash, cash equivalents and restricted cash$280,121 $(428,621)
Net Cash Provided by Operating Activities
Net cash provided by operating activities decreased by $79.1$16.1 million to $54.5$38.4 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019.2020. The decrease was primarily due to an $89.5a $28.7 million increasedecrease in net loss and changes in non-cash items, partially offset by a $10.4$12.6 million increase from changes in operating assets and liabilities. The increase from changes in operating assets and liabilities was primarily due to lower outflows related to the amount and timing of interest paymentsaccounts receivable, prepaid expenses, and accounts payable,contract and other assets, partially offset by higher outflows related to deferred income, prepaidinterest payments and other assets and othercontract liabilities.
Net Cash Used in Investing Activities
Net cash used in investing activities increased by $28.9$258.5 million to $197.4$455.9 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019. The increase was2020, primarily due to higherincreased capital expenditures, partially offset by lower origination$15.0 million of loans held-for-investment.proceeds from the sale of an investment.
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Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities increaseddecreased by $49.4$436.5 million to $426.7cash used of $9.8 million for the six months ended June 30, 2020,2021, as compared to the six months ended June 30, 2019. The increase was2020, primarily due to higher net proceeds of $52.4$447.8 million resulting from our DIP financingfinancings completed during the six months ended June 30, 2020, as compared to net proceeds from the debt offering completed during the six months ended June 30, 2019.partially offset by lower principal payments on deferred performance incentives.
Restricted Cash
As of June 30, 2020, $19.22021, $27.1 million of cash was legally restricted, being held as a compensating balance for certain outstanding letters of credit.
Debt
The filing of the Chapter 11 Cases constituted an event of default that accelerated substantially all of our obligations under the documents governing the prepetition existing indebtedness of Intelsat S.A., Intelsat Luxembourg, Intelsat Connect and Intelsat Jackson. Any efforts to enforce payment obligations related to the acceleration of our debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. While the Chapter 11 Cases are pending, the Debtors do not anticipate making interest payments due under their respective unsecured debt instruments; however, the Debtors expect to make monthly interest payments on their senior secured debt instruments pursuant to the adequate protection requirements under the DIP Order.

Intelsat Jackson Superpriority Secured Debtor-in-Possession Term Loan Facility
On June 17, 2020 (the “Closing Date”), the DIP Debtors and DIP Lenders entered into the DIP Credit Agreement, a non-amortizing multiple draw superpriority secured debtor-in-possession term loan facility, in an aggregate principal amount of $1.0 billion, on the terms and conditions set forth therein (see—Recent Developments—Voluntary Reorganization under Chapter 11 above).
Intelsat Jackson borrowed $500.0 million of term loans under the DIP Facility on the Closing Date. Under the DIP Facility, Intelsat Jackson may, at its sole discretion, make incremental draws of the lesser of $250.0 million and the remaining available commitments of the DIP Lenders. Intelsat Jackson made two additional draws of $250.0 million each on November 27, 2020 and December 14, 2020, bringing the total aggregate principal amount outstanding under the DIP Facility to $1.0 billion as of both December 31, 2020 and June 30, 2021. Drawn amounts under the DIP Facility bear interest at either (i) 4.50%4.5% per annum plus a base rate of the highest of (a) the Federal Funds Effective Rate plus ½ of 1.00%1.0%, (b) the Prime Rate as in effect on such day and (c) the London Inter-Bank Offered Rate (“LIBOR Rate”) for a one-month interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00%1.0%, or (ii) 5.50%5.5% plus the LIBOR Rate. For purposes of the DIP Facility, the LIBOR Rate has an effective floor rate of 1.0%. Undrawn amounts under the DIP Facility shall be subject to a ticking fee of 3.6% of the amount of commitments of the DIP Lenders from the entry of the DIP Order until such commitments terminate, which ticking fee shall be payable on the last day of each fiscal quarter prior to the date such commitments terminate and on the date of such termination. If an event of default under the DIP Facility occurs, the overdue amounts under the DIP Facility would bear interest at an additional 2.0% per annum above the interest rate otherwise applicable.
The proceeds of the DIP Facility may be used, among other things, to pay for (i) working capital needs of the DIP Debtors in the ordinary course of business, (ii) potential C-band relocation costs, (iii) investment and other general corporate purposes, and (iv) the
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costs and expenses of administering the Chapter 11 Cases. The maturity date of the DIP Facility, as amended by DIP Amendment No. 3 discussed below, is July 13, 2021,2022, subject to certain extensions pursuant to the terms of the DIP Credit Agreement.
The DIP Credit Agreement includes usual and customary negative covenants for debtor-in-possession loan agreements of this type, including covenants limiting the Company’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of junior or pre-petitionprepetition indebtedness, in each case subject to customary exceptions for debtor-in-possession loan agreements of this type.
The DIP Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, certain events under the Employee Retirement Income Security Act of 1974, as amended, and change of control. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code and certain other events related to the impairment of the DIP Lenders��Lenders’ rights or liens granted under the DIP Credit Agreement.
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On August 24, 2020, the DIP Debtors and DIP Lenders entered into DIP Amendment No. 1 to the DIP Credit Agreement, and on November 25, 2020, entered into DIP Amendment No. 2, each in connection with the Gogo Transaction (see Item 1, Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters for additional information).
On July 13, 2021, the DIP Debtors and DIP Lenders entered into DIP Amendment No. 3 whereby, among other things, the parties agreed to certain technical modifications to the DIP Credit Agreement that provided for the extension of the initial scheduled maturity date of July 13, 2021, and the Debtors agreed to waive certain conditions under the PSA. In connection with DIP Amendment No. 3, the DIP Debtors elected to extend the initial scheduled maturity date for one year to July 13, 2022 and paid 1.0% of the aggregate principal amount in extension fees.
The foregoing descriptiondescriptions of the DIP Credit Agreement, doesDIP Amendment No. 1, DIP Amendment No. 2 and DIP Amendment No. 3 do not purport to be complete and isare qualified in itstheir entirety by reference to the full text of the DIP Credit Agreement, which is an exhibit to this Quarterly Report.
Intelsat Jackson Senior Secured Credit AgreementDIP Amendment No. 1, DIP Amendment No. 2 and the Company and Certain of its Subsidiaries' Indentures
The commencement of the Chapter 11 Cases constituted an immediate event of default under Intelsat Jackson’s secured credit agreement, datedDIP Amendment No. 3, as of January 12, 2011 (as amended, the “Intelsat Jackson Secured Credit Agreement”), as well as under the indentures governing certain of the Company and its subsidiaries’ senior secured notes and senior notes, resulting in the automatic and immediate acceleration of substantially all of our outstanding debt. Any efforts to enforce payment obligations related to the acceleration of our debt have been automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.
In addition, on April 27, 2020, our LIBOR loans under the Intelsat Jackson Secured Credit Agreement were converted to Alternate Base Rate (“ABR”) loans. We expect to pay interest on the floating rate term loans under the Intelsat Jackson Secured Credit Agreement at the rate applicable to ABR loans.applicable.
Contracted Backlog
We have historically had, and currently have, a substantial contracted backlog, which provides some assurance regardingbenefit from strong visibility of our future revenue expectations. Contractedrevenues. Our contracted backlog is our expected future revenue under existing customer contracts and includes both cancelable and non-cancelable contracts. Approximately 91% of our total contracted backlog asAs of June 30, 2020 related to contracts that were non-cancelable2021, our contracted backlog was approximately $6.0 billion. The amount included in backlog represents the full service charge for the duration of the contract and approximately 8% related to contracts that were cancelable subject to substantialdoes not include termination fees. The amount of the termination fees is generally calculated as a percentage of the remaining backlog associated with the contract. In certain cases of breach for non-payment or customer bankruptcy, we may not be able to recover the full value of certain contracts or termination fees. Our contracted backlog asincludes 100% of June 30, 2020 was approximately $6.4 billion.the backlog of our consolidated ownership interests, which is consistent with the accounting for our ownership interests in these entities. We believe this backlog and associated revenues result in morethe resulting predictable cash flows in the FSS sector as compared tomake our results less volatile than that of typical companies outside our industry.
Capital Expenditures
Our capital expenditures depend on our business strategies and reflect our commercial responses to opportunities and trends in our industry. Our actual capital expenditures may differ from our expected capital expenditures if, among other things, we enter into any currently unplanned strategic transactions. Levels of capital spending from one year to the next are also influenced by the nature of the satellite life cycle and by the capital-intensive nature of the satellite industry. For example, we incur significant capital expenditures during the years in which satellites are under construction. We typically procure a new satellite within a timeframe that would allow the satellite to be deployed at least one year prior to the end of the service life of the satellite to be replaced. As a result, we frequently experience significant variances in our capital expenditures from year to year. Further, following the Company’s announcement on May 26, 2020 to opt into the FCC’s process for accelerated clearing of the C-band spectrum and the Company’s filing of its initial C-band spectrum transition plan with the FCC on June 19,August 14, 2020, we expect total clearing costs will be approximately $1.3 billion over the next three years, of which approximately $900.0 million is expected to incur significant upfront expenses for clearing activities wellbe incurred in advance of receiving reimbursement payments.2021. Payments for satellites and other property and equipment during the six months ended June 30, 20202021 were $199.9$469.0 million. However, subject to the satisfaction of certain deadlines and other conditions set forth in the FCC Final Order, the Company is eligible to receive Acceleration Payments in an aggregate total amount of approximately $4.9 billion over the next 32 years.
We intend to fund our capital expenditure requirements from cash on hand and cash provided from operating activities and the DIP Facility;activities; however, our ability to fund capital expenditures in the ordinary course is, to some extent, subject to obtaining certain approvals from the Bankruptcy Court in connection with our Chapter 11 proceedings.
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Off-Balance Sheet Arrangements
We have revenue sharing agreements with JSAT International, Inc. (“JSAT”) related to services sold on the Horizons 1, Horizons 2 and Horizons 3 satellites. We are responsible for billing and collection for such services and we remit 50% of the revenue, less applicable fees and commissions, to JSAT. Refer to Item 1, Note 9—10—Investments for disclosures relating to the revenue sharing agreements with JSAT.
Contractual Obligations
Other than as disclosed elsewhere in this report with respect to the filing of the Chapter 11 Cases and the acceleration of substantially all of our debt as a result, there have been no material changes outside the ordinary course of business to the information provided with respect to our contractual obligations as disclosed in our 2020 Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”).Report.
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Critical Accounting Policies and Estimates
The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of these condensed consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities.
The Company’s significant accounting policies are described in Note 1—Background and Summary of Significant Accounting Policies in our 20192020 Annual Report. The Company’s critical accounting estimates are described in Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 20192020 Annual Report and are further described below.
Bankruptcy Accounting
Our condensed consolidated financial statements included herein have been prepared as if we are a going concern and reflect the application of ASC 852, Reorganizations (“ASC 852”). ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 proceedings, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, we classify liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the reorganization under the Chapter 11 proceedings as liabilities subject to compromise on our condensed consolidated balance sheets. In addition, we classify all income, expenses, gains or losses that are incurred or realized as a result of the Chapter 11 proceedings as reorganization items in our condensed consolidated statements of operations (see Item 1, Note 2Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters).
Asset Impairment Assessments
We account for goodwill and other non-amortizable intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other, and have deemed these assets to have indefinite lives. Therefore, these assets are not amortized but are tested on an annual basis for impairment during the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. We review our long-lived and amortizable intangible assets to assess whether an impairment has occurred in accordance with the guidance provided under ASC 360—Property, Plant and Equipment, whenever events or changes in circumstances indicate, in our judgment, that the carrying amount of an asset may not be recoverable.
During the first quarter of 2020, the price of our common shares and trading values of our debt securities experienced sustained reductions. We also witnessed certain declines in financial performance as compared to previously prepared internal budget and forecast projections. Among the impacts of the COVID-19 pandemic were a reduction of revenue and a decreased likelihood of collection from certain mobility customers. Based on our examination of these and other qualitative factors, we concluded that further testing of goodwill and other non-amortizable assets as well as long-lived and amortizable intangible assets was required.
Goodwill. For the analysis of goodwill, we applied ASU 2017-04, which is further described in Item 1, Note 1General. Intelsat has only one reporting unit for purposes of the analysis of goodwill, and accordingly, the analysis is undertaken at the enterprise level. We determined the estimated fair value of our reporting unit using a discounted cash flow analysis, along with independent source data related to comparative market multiples and, when available, recent transactions, each of which is considered a Level 3 input within the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosure (“ASC 820”). The discounted cash flows were derived from a five-year projection of cash flows plus a residual value, with the resulting projected cash flows discounted at an appropriate weighted average cost of capital.
In estimating the undiscounted cash flows, we primarily used our internally prepared budgets and forecast information. The key assumptions included in our model were projected growth rates, cost of capital, effective tax rates, and industry and economic trends, along with the C-band Acceleration Payments expected to be received subject to the satisfaction of certain deadlines and other conditions set forth in the FCC Final Order and the discount rate applied to those cash flows. A change in estimated future cash flows
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or other assumptions could change our estimated fair values and result in future impairments. The conclusion of our analysis was that the fair value of our reporting unit was greater than its carrying value, resulting in no impairment of goodwill.
Orbital Locations. We determined the estimated fair value of our rights to operate at orbital locations by using the build-up method to determine cash flows for the income approach, with the resulting projected cash flows discounted at an appropriate weighted average cost of capital. Under the build-up approach, the amount a reasonable investor would be willing to pay for the right to operate a satellite business using orbital locations is calculated by first estimating the cash flows that typical market participants might assume could be available from the right to operate satellites using the subject location in a similar market. It is assumed that rather than acquiring such a business as a going concern, the buyer would hypothetically start with the right to operate satellites at orbital locations and build a new business with similar attributes from the beginning. Thus, the buyer is assumed to incur the start-up costs and losses typically associated with the going concern value and pay for all other tangible and intangible assets.
The key assumptions used in estimating the fair values of our rights to operate at our orbital locations included the following: (i) market penetration leading to revenue growth, (ii) profit margin, (iii) duration and profile of the build-up period, (iv) estimated start-up costs and losses incurred during the build-up period and (v) weighted average cost of capital.
We completed our analysis of the estimated fair value of our rights to operate at certain orbital locations in connection with the analysis of goodwill described above and concluded that the fair value was greater than the carrying value, resulting in no impairment.
Trade Name. We have implemented the relief from royalty method to determine the estimated fair value of the Intelsat trade name. The relief from royalty analysis is comprised of two major steps: (i) a determination of the hypothetical royalty rate, and (ii) the subsequent application of the royalty rate to projected revenue. In determining the hypothetical royalty rate utilized in the relief from royalty approach, we considered comparable license agreements, an excess earnings analysis to determine aggregate intangible asset earnings, and other qualitative factors, each of which is considered a Level 3 input within the fair value hierarchy under ASC 820.
The key assumptions used in our model to estimate the fair value of the Intelsat trade name included forecasted revenues, the royalty rate, the tax rate and the discount rate. We completed our analysis of the estimated fair value of the Intelsat trade name in connection with the analysis of goodwill described above and it resulted in an impairment of our trade name intangible asset of $12.2 million, which is included within impairment of non-amortizable intangible and other assets in the condensed consolidated statements of operations.
Long-Lived and Amortizable Intangible Assets. The Company evaluated the assets for potential impairment using internal projections of undiscounted cash flows expected to result from the use and eventual disposal of the assets. The key assumptions included in our model were projected growth rates, cost of capital, effective tax rates, and industry and economic trends. A change in estimated future cash flows or other assumptions could change our estimated undiscounted cash flows and result in future impairments. The conclusion of our analysis was that the undiscounted cash flows of the asset group was greater than its carrying value, resulting in no impairment.
Recently Issued Accounting Pronouncements
For disclosures related to recently issued accounting pronouncements, see Item 1, Note 1—General—Recently Issued Accounting Pronouncements.
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
We are primarily exposed to the market risk associated with unfavorable movements in interest rates and foreign currencies. The risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes in those factors. We do not purchase or hold any derivative financial instruments for speculative purposes.
Interest Rate Risk
The satellite communications industry is a capital intensive, technology driven business. We are subject to interest rate risk primarily associated with our borrowings. Interest rate risk is the risk that changes in interest rates could adversely affect earnings and cash flows. Specific risks include the risk of increasing interest rates on short-term debt, for planned new fixed-rate long-term financings, for planned refinancings using long-term fixed-rate debt, and for existing variable-rate debt. The Company utilizes derivative instruments from time to time in order to reduce its exposure to the risk of interest-rate volatility.
Approximately 84% and 81% of our debt, or $12.3 billion principal amount, was fixed-rate debt as of December 31, 2019 and June 30, 2020, respectively. While our fixed-rate debt does not expose us to earnings risk when market interest rates change, such debt is subject to changes in fair value (see Item 1, Note 11—Debt for fair value disclosures for our debt). Our sensitivity analyses indicate that based on the level of fixed-rate debt outstanding as of June 30, 2020, a 100 basis point decrease in market rates would result in an increase in fair value of this fixed-rate debt of approximately $208.4 million. A 100 basis point increase in market rates would result in a decrease in fair value of this fixed-rate debt of approximately $201.1 million.
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While our variable-rate debt may impact earnings and cash flows as interest rates change, it is not subject to changes in fair values. As of June 30, 2020, we held interest rate cap contracts with an aggregate notional amount of $2.4 billion that mature in February 2021. These contracts were entered into to mitigate our risk of interest rate increases on the floating rate term loans under our senior secured credit facilities. If LIBOR exceeds 1.89% prior to the expiration date of the contracts, the Company will receive the resulting increase in interest payments required to the term loan lenders from the counterparties to the arrangement. These interest rate cap contracts have not been designated for hedge accounting treatment in accordance with ASC 815, Derivatives and Hedging, and the changes in fair value of these instruments are recognized in earnings during the period of change.
Foreign Currency Risk
We do not currently use material foreign currency derivatives to hedge our foreign currency exposures. There have been no material changes to our foreign currency exposures as discussedthe Company’s disclosures about market risk made in our 2019Part II—Item 7A—Quantitative and Qualitative Disclosures about Market Risk of the Company’s 2020 Annual Report.
Item 4.    Controls and Procedures
Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act)Act of 1934, as amended (the “Exchange Act”)), as of the quarter ended June 30, 2020.2021. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2020.2021.
Changes in Internal Control over Financial Reporting
ThereExcept as described below, there were no other changes in our internal control over financial reporting foridentified in management’s evaluation pursuant to Rules 13a-15(f) of the Exchange Act during the quarter ended June 30, 20202021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
On December 1, 2020, we completed our acquisition of Intelsat CA. As part of our ongoing integration of the Intelsat CA business, we are currently integrating policies, processes, people, technology and operations for the combined Company. Management will continue to evaluate the Company's internal control over financial reporting as it continues to integrate the Intelsat CA business.

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PART II. OTHER INFORMATION 
Item 1.    Legal Proceedings
Chapter 11 Cases
On May 13, 2020, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Bankruptcy Court. The information contained in Item 1, Note 2—Chapter 11 Proceedings, Ability to Continue as a Going Concern and Other Related Matters—Voluntary Reorganization under Chapter 11 of the notes to the condensed consolidated financial statements is incorporated herein by reference. As a result of such bankruptcy filings, substantially all legal proceedings pending against the Debtors have been stayed. These matters will be subject to resolution in accordance with the Bankruptcy Code and applicable orders of the Bankruptcy Court.
As part of the Chapter 11 Cases, parties believing that they have claims or causes of action against the Debtors maycould file proofs of claim evidencing such claims. Pursuant to an order entered by the Bankruptcy Court, all proofs of claim mustwere to be filed with the Bankruptcy Court by September 9, 2020, except for claims by governmental units. GovernmentalClaims by governmental units must file proofs of claimwere to be filed with the Bankruptcy Court by November 16, 2020. AsThe filed claims have been or are filed, the claims will bebeing reconciled to amounts recorded in liabilities subject to compromise in our condensed consolidated balance sheet. The Debtors may ask the Bankruptcy Court to disallow claims that the Debtors believe are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In addition, as a result of this process, the Debtors may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. In light of the substantial number of claims filed, and expected to be filed, the claims resolution process may take considerable time to complete and likely will continue after the Debtors emerge from bankruptcy.
SES Claim
On July 14, 2020, SES Americom, Inc. (“SES”) filed a proof of claim in the Bankruptcy Court in the amount of $1.8 billion against each of the Debtors. SES asserts that the Debtors owe money (or will owe money) to SES pursuant to certain contractual and fiduciary obligations made in the context of the consortium agreement between Debtor Intelsat US LLC, SES, and other satellite operators (the “Consortium Agreement”). SES believesclaims that it is entitled to 50% of the combined payments that may eventually be payable to the Debtors and SES pursuant to the FCC Final Order, which provides for Acceleration Payments subject to the satisfaction of certain deadlines and other conditions set forth therein. SES’s proof of claim alleges that the Debtors breached the Consortium Agreement by taking the position that the Debtors are not required to split Acceleration Payments with SES and the other members of the consortium. The proof of claim also alleges breach of fiduciary duties and unjust enrichment and seeks monetary and punitive damages. We dispute the allegations in the proof of claim and on October 19, 2020, filed an objection to the claim, which we intend to objectlitigate vigorously. A trial on the SES claim is scheduled to and vigorously litigatecommence on September 20, 2021 in the claim.Bankruptcy Court. To the extent that any portion of SES’s claim is allowed, we have asked the Bankruptcy Court to “equitably subordinate” such claim based on SES’s conduct in matters related to the Consortium Agreement. While the ultimate resolution of the claim is not currently predictable, if there is an adverse ruling, the ruling could constitute a material adverse outcome on our future consolidated financial condition.
Other Litigation Matters
WeIn the absence of the automatic stay in our Chapter 11 cases, we are subject to litigation in the ordinary course of business, but management does not believe that the resolution of any of those pending proceedings would have a material adverse effect on our financial position or results of operations.
Item 1A.    Risk Factors    
Except as set forth below, thereThere have been no material changes or additions to the risk factors previously disclosed in Part I—Item 1A—Risk Factors of our 20192020 Annual Report, as supplemented by Part II—Item 1A—Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on June 4, 2020.
Given the technical and operational challenges to clearing transmissions in the lower 300 MHz of the C-band spectrum in the contiguous United States on an accelerated basis, there is risk in our ability to meet the deadlines set forth in the FCC Final Order required to receive Acceleration Payments. If we were ultimately to fail to receive the Acceleration Payments, this could have a material and adverse effect on our financial condition and prospects.
On March 3, 2020, the FCC Final Order was issued regarding the clearing process for the 3.7-4.2 GHz C-band spectrum in the U.S. by FSS operators and terrestrial mobile services providers. The FCC Final Order sets forth, among other things, the FCC’s intention to hold a public auction of the C-band spectrum in December 2020 and provides for Acceleration Payments for FSS operators to clear a portion of the C-band spectrum on an accelerated basis. The Company is eligible to receive Acceleration Payments of approximately $1.2 billion and $3.7 billion for transmission clearing on December 5, 2021 and December 5, 2023, respectively, subject to the satisfaction of certain conditions set forth in the FCC Final Order. On May 26, 2020, the Company filed a written commitment with the FCC to accelerate clearing of the C-band spectrum in the U.S., and on June 19, 2020, the Company filed its initial C-band spectrum transition plan with the FCC. The final transition plan is due to be filed with the FCC on or before August 14, 2020.Report.
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While the FCC has indicated its intention to hold a public auction of the spectrum in December 2020, we can provide no assurances as to the actual timing of any auction of spectrum conducted by the FCC, the result of any such auction, or the terms of our final transition plan to be accepted by the FCC. These matters are not fully within the control of the Company.
There are a number of technical challenges to making C-band spectrum available for terrestrial mobile services. In addition to the procurement and launch of seven new satellites, the technical solutions we are implementing include, without limitation, moving services and customers to another portion of the licensed C-band spectrum, implementing filters at earth station antennas, and relocating earth station antennas, all of which result in significant costs. While the FCC’s Final Order addresses reimbursement of such costs, we can provide no assurance that all such costs would actually be reimbursed.
Our ability to meet the deadlines set forth in the FCC Final Order for clearing the C-band spectrum is subject to many factors outside our control, including without limitation, manufacturing and implementation delays resulting from the COVID-19 pandemic. Given the technical challenges and factors outside our control, there is risk as to the Company’s ability to meet the FCC conditions and deadlines in order to receive the Acceleration Payments. If the Company were ultimately to fail to receive the Acceleration Payments, this could have a material and adverse effect on the Company’s financial condition and prospects.
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Item 6.    Exhibits
Exhibit
No.
Document Description
3.110.1
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
31.1
31.2
32.1
32.2
101The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020,2021, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Changes in Shareholders' Deficit, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.*
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

*Filed herewith.
Management contract or compensatory plan or arrangement.

The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Intelsat S.A. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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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.
INTELSAT S.A.
Date: August 6, 20203, 2021By/s/ STEPHEN SPENGLER
Stephen Spengler
Chief Executive Officer
Date: August 6, 20203, 2021By/s/ DAVID TOLLEY
David Tolley
Executive Vice President and Chief Financial Officer

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