F-4

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

F-4 1 d828967df4.htm F-4 F-4

As filed with the Securities and Exchange Commission on April 29, 2025

Registrant No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SES

(Exact Name of Registrant as Specified in Its Charter)

Grand Duchy of Luxembourg

4899

Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of

Luxembourg

+352 710-725-1

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Thai Rubin

Chief Legal Officer

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of

Luxembourg

+352 710-725-1

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David M. Wilf

Eric Scarazzo

Phillip R. Sanders

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

(212) 351-4000

Michelle Bryan

Intelsat S.A.

7900 Tysons One Place

McLean, VA 22102

(703) 559-6800

Richard L. Oliver

Micah R. Kegley

Andrew J. Brady

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Avenue, N.W.

Washington, D.C. 20005-2111

(202) 371-7000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the acquisition described in the enclosed prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SECURITIES DESCRIBED HEREIN MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OF WHICH THIS PRELIMINARY PROSPECTUS IS A PART, IS DECLARED EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THE SECURITIES DESCRIBED HEREIN AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS—SUBJECT TO COMPLETION, DATED April 29, 2025

LOGO

(incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg)

70,932,665 CONTINGENT VALUE RIGHTS

THIS IS NOT A PROXY STATEMENT OR NOTICE OF MEETING.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This prospectus of SES, a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “Company” or “SES”), relates to the contingent value rights (the “CVRs”) to be issued in connection with the proposed acquisition (the “Acquisition”) by SES of the Intelsat Group (as defined below), pursuant to the share purchase agreement, dated as of April 30, 2024 (as amended and restated or otherwise modified from time to time, the “Share Purchase Agreement”), by and between SES and Intelsat S.A., a société anonyme existing under the laws of the Grand Duchy of Luxembourg (“Intelsat”). The Acquisition is structured as the acquisition by SES of Intelsat’s assets, subject to certain exceptions, and all of the outstanding shares of Intelsat Holdings S.à.r.l., a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg and a direct wholly owned subsidiary of Intelsat (“Holdings” and together with its subsidiaries, the “Intelsat Group”), as well as the assumption by SES of Intelsat’s liabilities, subject to certain exceptions, in each case, subject to the terms and conditions of the Share Purchase Agreement.

As part of the consideration for the Acquisition, SES will issue an aggregate number of CVRs to Intelsat equal to (a) the aggregate number of Intelsat common shares outstanding as of immediately prior to the closing of the Acquisition (the “Closing”) plus (b) the aggregate number of Intelsat common shares issuable upon the exercise in full of all outstanding Intelsat Performance Stock Units (“PSUs”) outstanding as of immediately prior to the Closing in accordance with the terms and conditions of the Share Purchase Agreement plus (c) the aggregate number of Intelsat common shares issuable upon the exercise in full of all Intelsat Restricted Stock Units (“RSUs”) outstanding as of immediately prior to the Closing. The CVRs will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) in connection with the dissolution and liquidation of Intelsat (the “Liquidation”), pursuant to the terms of the Share Purchase Agreement, which distribution is expected to occur following the Closing. At the Closing, SES will enter into a CVR agreement (the “CVR Agreement”) with a rights agent (the “Rights Agent”), substantially in the form attached as Annex B to this prospectus, that will govern the rights of holders of the CVRs (each, a “Holder,” and collectively, the “Holders”) and the terms of the consideration payable under the CVR Agreement.

Each CVR will represent the rights of the Holder to receive from SES, a contingent cash distribution of a pro rata share of Applicable Consideration (as defined below). The amount and timing of any distribution under the CVRs are contingent upon the occurrence of certain events within seven and one-half years after the Closing, which may or may not occur, and which may be outside the control of SES and Intelsat. We cannot assure you that any distribution will become due under the CVRs and, if a distribution does become due, we cannot assure you as to the amount or timing of any such distribution. The CVR payment, if any becomes due, is an unsecured general obligation of SES.

Holders will not, by virtue of their ownership of the CVRs, have rights common to shareholders of SES, such as voting and dividend rights. Interest will not accrue on any distributions that may be payable to a Holder. The CVRs will not be subject to any mandatory or optional redemption rights, mature or trigger any right to payment by the Holders in any amount or on any specific date or be convertible into or exchangeable for any security or other interest in SES.

The CVRs are transferable, subject to applicable restrictions under securities law. There is currently no public market for the CVRs. SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market and is under no obligation to do so. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue. Additionally, the U.S. federal income tax considerations arising from ownership and disposition of the CVRs are uncertain. For more information, please see the sections entitled “Related Agreements—Contingent Value Right Agreement” beginning on page 86 and “U.S. Federal Income Tax Considerations of the Transactions— U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs” beginning on page 96.

As of April 11, 2025, according to Intelsat, there were 68,388,120 shares of Intelsat common shares outstanding, 1,929,380 PSUs outstanding and 615,165 RSUs outstanding. Accordingly, we have calculated that a maximum of approximately 70,932,665 CVRs will be issuable by SES pursuant to the Share Purchase Agreement. It is currently anticipated that the Acquisition will close in the second half of 2025.

This is not a proxy statement. We are not asking you for a proxy and you are requested not to send us a proxy. This document is a prospectus for SES’s CVRs that will be issued to Intelsat as part of the consideration for the Acquisition. The accompanying disclosure documents contain detailed information about the Acquisition and the CVRs. You should read this prospectus carefully in its entirety. In particular, please read the section titled “Risk Factors” beginning on page 24 for a discussion of risks that you should consider in evaluating the Acquisition, the transactions contemplated thereby and the CVRs described in this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities offered in this prospectus, passed on the merits or fairness of the transaction, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

TABLE OF CONTENTS


IMPORTANT NOTE ABOUT THIS PROSPECTUS			1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION			2
QUESTIONS AND ANSWERS ABOUT THE ACQUISITION AND THE CONTINGENT VALUE RIGHTS			5
SUMMARY			10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			21
RISK FACTORS			24
RISKS RELATING TO THE TRANSACTIONS			24
RISKS RELATING TO THE CVRS			30
RISKS RELATING TO SES’S BUSINESS			32
ABOUT THE ACQUISITION			48
THE SHARE PURCHASE AGREEMENT			65
RELATED AGREEMENTS – CONTINGENT VALUE RIGHTS AGREEMENT			86
RELATED AGREEMENTS – INTELSAT SHAREHOLDER SUPPORT AGREEMENTS			91
U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE TRANSACTIONS			94
LUXEMBOURG TAX CONSIDERATIONS OF THE TRANSACTIONS			98
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			103
INFORMATION ABOUT SES			127
SES – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			130
INFORMATION ABOUT INTELSAT			176
INTELSAT – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			177
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			210
BOARD OF DIRECTORS / MANAGEMENT OF SES FOLLOWING THE ACQUISITION			214
ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS			224
LEGAL MATTERS			225
EXPERTS			225
WHERE YOU CAN FIND MORE INFORMATION			225
INDEX TO FINANCIAL STATEMENTS OF SES			F-1
INDEX TO FINANCIAL STATEMENTS OF INTELSAT S.A.			F-1
ANNEX A SHARE PURCHASE AGREEMENT			A-1
ANNEX B FORM OF CONTINGENT VALUE RIGHTS AGREEMENT			B-1
ANNEX C FORM OF INTELSAT SHAREHOLDER VOTING AND SUPPORT AGREEMENT			C-1

IMPORTANT NOTE ABOUT THIS PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by SES, constitutes a prospectus of SES under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to SES’s CVRs issuable to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) as part of the consideration for the Acquisition. The accompanying disclosure documents contain detailed information about the Acquisition and the CVRs.

All information contained in this prospectus relating to SES has been supplied by SES, and all information relating to Intelsat has been supplied by Intelsat. SES and Intelsat have both contributed to the information relating to the Acquisition, including the transactions contemplated thereby. Information provided by one entity does not constitute any representation, estimate or projection of the other entity. Additionally, information and statements contained in this prospectus, or any Annex hereto are qualified in all respects by reference to the copy of the relevant agreement or Annex filed as an exhibit hereto.

You should rely only on the information contained in this prospectus, including the Annexes hereto. SES and Intelsat have not authorized anyone to provide you with information that is different from that contained in this prospectus. This prospectus is made as of its date, and you should not assume that the information contained in this prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Changes to the information contained in this prospectus may occur after that date, and we undertake no obligation to update the information, except as required by law.

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

This prospectus contains the following:

(1)

The consolidated financial statements of SES S.A. and its subsidiaries (the “SES Group”) as of December 31, 2024 and 2023 and for each of the three years ended December 31, 2024, prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) (the “IFRS”). Additionally, the prospectus contains non-IFRS measures of the SES Group that are not required by, or presented in accordance with, IFRS. The SES Group presents non-IFRS measures because they are used by SES’s management in monitoring SES’s business and because SES believes that they and similar measures are frequently used by securities analysts, investors and other interested parties in evaluating companies in its industry; and

(2)

The consolidated financial statements of Intelsat S.A. and its subsidiaries as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), prepared in accordance with U.S. GAAP, which are considered by SES not to be materially different than the financial statements of Intelsat Holdings S.à r.l and its subsidiaries. However, we refer to EBITDA and Adjusted EBITDA. These are not measures defined by U.S. GAAP and have been defined in “Intelsat—Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”

This prospectus also contains the following unaudited pro forma condensed combined financial information:

•

the unaudited pro forma condensed combined income statement of the SES Group and the Intelsat Group, after giving effect to the transactions contemplated by the Share Purchase Agreement, collectively, the “Combined Group”) for the year ended December 31, 2024 that has been prepared to illustrate the effect on the condensed combined income statements of the Combined Group as if the Acquisition and related financing had been completed on January 1, 2024; and

•

the unaudited pro forma condensed combined statement of financial position of the Combined Group as at December 31, 2024 that has been prepared to illustrate the effect on the condensed combined statement of financial position of the Combined Group as if the Acquisition had been completed on December 31, 2024.

The pro forma financial information includes (i) adjustments to convert the financial information of the Intelsat Group from U.S. GAAP to IFRS, and (ii) reclassifications to conform the Intelsat Group’s historical accounting policies and presentation to the SES Group’s accounting policies and presentation, for known material items. For more information, see the section of this prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 103.

Unless indicated otherwise, financial data presented in this prospectus has been taken from the audited consolidated financial statements of SES and Intelsat.

IFRS

Unless otherwise stated, SES’s financial information in this prospectus has been prepared in accordance with IFRS as issued by the IASB.

Presentation of financial information in accordance with IFRS requires SES management to make various estimates and assumptions which may impact the values shown in the historical financial information and the respective notes thereto. The actual values may differ from such assumptions.

Non-IFRS Financial Measures

This prospectus contains certain SES unaudited financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. Explanations of these measures are set out below. For example, in this prospectus, SES presents non-IFRS financial measures such as Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Debt, Adjusted Net Debt to Adjusted EBITDA ratio, Adjusted Net Profit, Adjusted Earnings per Share, Adjusted Free Cash Flow and Constant FX, which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets. As there are no generally accepted accounting principles governing the calculation of non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and such measures should therefore not be used to compare us against another company.

Pro Forma Non-IFRS Financial Measures

This prospectus contains certain SES unaudited pro forma financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. Explanations of these measures are set out below. For example, in this prospectus, SES presents pro forma non-IFRS financial measures such as pro forma net debt, pro forma Adjusted EBITDA, pro forma Adjusted EBITDA margin, pro forma operating profit and operating profit margin, pro forma Adjusted Net Debt, pro forma Adjusted Net Debt to Adjusted EBITDA ratio, which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets. As there are no generally accepted accounting principles governing the calculation of pro forma non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and such measures should therefore not be used to compare us against another company. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition.

We believe that the above non-IFRS financial measures and pro forma non-IFRS measures (collectively, the “non-IFRS measures”) assist in evaluating our trading performance, as these measures are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-IFRS measures are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing these measures reported by us to such measures or other similar measures as reported by other companies. Investors should not consider these non-IFRS measures (a) as a substitute for operating results (as determined in accordance with IFRS) or as a measure of our operating performance, (b) as a substitute for cash flow from or used in operating, investing and financing activities (as determined in accordance with IFRS) or as a measure of our ability to meet cash needs or (c) as a substitute for any other measure of performance under IFRS. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition.

The non-IFRS financial measures used by SES may differ from, and not be comparable to, similarly titled measures used by other companies, including Intelsat S.A.

Rounding and Negative Amounts

Certain figures in this prospectus, including financial data, have been rounded. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them, which are calculated based on unrounded figures.

In preparing the historical financial information of SES, most numerical figures are presented in millions of Euros. For the convenience of the reader of this prospectus, certain numerical figures in this prospectus are

rounded to the nearest one (1) million. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in our financial statements.

In tables, negative amounts are shown between brackets. Otherwise, negative amounts may also be shown by “–” or “negative” before the amount.

Currency Presentation

SES publishes its consolidated financial statements in euros, while Intelsat publishes its consolidated financial statements in U.S. dollars. In this prospectus, references to “$,” “U.S. dollars” or “USD” are to the lawful currency of the United States of America and references to “€” or “euro” are to the single currency adopted by participating member states of the European Union, referred to as the EU, relating to Economic and Monetary Union.

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION AND THE CONTINGENT VALUE RIGHTS

The following questions and answers are intended to briefly address some questions that you, as a holder of Intelsat common shares, may have regarding the Acquisition, including the transactions contemplated thereby, and the CVRs to be issued by SES. These questions and answers, as well as the summary section that follows, only highlight some of the information contained in this prospectus and may not contain all the information that is important to you. These questions and answers are not meant to be a substitute for the information contained in the remainder of this prospectus and are qualified in their entirety by the more detailed sections of this prospectus, including the Annexes to this prospectus, which you should read carefully. We encourage you to further refer to the sections of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 21 of this prospectus and to the “Risk Factors” beginning on page 24 of this prospectus.

Q: Who is SES?

A: SES was founded in 1985, under the laws of the Grand Duchy of Luxembourg, and is an industry-leader in space-based communications. Currently, SES qualifies as a “foreign private issuer” under the SEC rules.

Q: What is this document?

A: This document is a prospectus of SES for the CVRs issuable as part of the consideration for the Acquisition. SES is providing this document because SES and Intelsat have entered into a Share Purchase Agreement, pursuant to which SES will acquire the Intelsat Group through the transactions contemplated thereby, including the Acquisition, the Liquidation, and the other transactions contemplated by the Share Purchase Agreement and the ancillary agreements of the Share Purchase Agreement (collectively, the “Transactions”). The prospectus provides details of the Acquisition, including the transactions contemplated thereby, the consideration Intelsat shareholders will receive upon completion of the Acquisition and Liquidation, including the CVR Consideration, and the rights of the Holders.

Q: What is the Acquisition and what will happen to Intelsat as a result of the Acquisition?

A: The Acquisition is an acquisition of the Intelsat Group by SES pursuant to the Share Purchase Agreement. The Acquisition is structured as the acquisition by SES of 100% of the outstanding shares of Holdings and Intelsat’s assets, subject to certain exceptions, as well as the assumption by SES of Intelsat’s liabilities, subject to certain exceptions, in each case, subject to the terms and conditions of the Share Purchase Agreement. Once the Closing conditions under the Share Purchase Agreement have been satisfied or waived and the Closing has occurred, and subject to the other terms and conditions of the Share Purchase Agreement, Intelsat will commence its Liquidation pursuant to the terms of the Share Purchase Agreement and SES will issue the CVRs to Intelsat, which will subsequently be distributed by Intelsat to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) pursuant to the Liquidation.

Q: Is Intelsat shareholder approval required to consummate the Acquisition?

A: Yes. Consummation of the Acquisition is conditioned on the affirmative two-thirds majority vote of all the votes validly cast at a meeting of Intelsat’s shareholders that is convened in accordance with applicable law and Intelsat’s organizational documents (the “Intelsat Shareholder Meeting”) to approve (i) the Acquisition and (ii) the opening of the Liquidation (such resolutions for approval of clauses (i) and (ii), the “Intelsat Shareholder Approval Resolutions”) (such approval, the “Intelsat Shareholder Approval”).

Although Intelsat’s shareholders are required to approve the Acquisition, Intelsat is not subject to the federal proxy rules nor is it a public reporting company, and as such, a shareholder’s recourse against Intelsat may be limited under the federal securities laws.

Q: What are the CVRs?

A: The CVRs are transferable contingent value rights that will be issued by SES to Intelsat as part of the Acquisition Consideration. Each CVR represents the right to receive one or more contingent cash payments in an amount equal to a pro rata share of cash consideration, if any, received by SES as a direct result of the final clearance or transfer of certain spectrum, in each case subject to the terms and conditions of the CVR Agreement.

The amount and timing of any distribution under the CVRs are contingent upon the occurrence of certain events within seven and one-half years after the Closing, which may or may not occur, and which may be outside the control of SES and Intelsat. We cannot assure you that any distribution will become due under the CVRs and, if a distribution does become due, we cannot assure you as to the amount or timing of any such distribution. The CVR payment, if any becomes due, is an unsecured general obligation of SES. See “Related Agreements — Contingent Value Rights Agreement” beginning on page 86 for more details. The form of CVR Agreement is attached as Annex B to this prospectus and is incorporated by reference into this prospectus. We encourage you to read the entire form of CVR Agreement carefully because it is the principal document governing the CVRs.

Q: What are the implications to the Holders of SES being a “foreign private issuer?”

A: Following completion of the Acquisition, SES will be subject to the reporting requirements under the Exchange Act. As a foreign private issuer, SES will have more limited reporting obligations than it would if it were a U.S. reporting company. As a result, there may be less publicly available information concerning SES than there is for issuers that are not foreign private issuers.

SES will be required to file an annual report on Form 20-F with the SEC within 4 months after the end of each fiscal year. SES’s fiscal year begins on January 1 and ends on December 31. In addition, SES will be required to furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by SES, including material information required to be filed with and made public by the Euronext Paris Stock Exchange and the Luxembourg Stock Exchange (the exchanges on which SES’s fiduciary depositary receipts are currently listed), as well as information distributed or required to be distributed by SES to its shareholders.

SES will not be subject to certain provisions of the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act, and will not be required to comply with Regulation FD, which regulates the selective disclosure of material non-public information.

Additionally, SES’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act with respect to their purchases and sales of SES shares. If SES loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic and current reports and proxy statements as if it were a company incorporated in one of the states in the United States.

Q: Is interest payable with respect to the CVRs?

A: No. Interest will not accrue on any distributions that may be required to be paid to a Holder.

Q: Is the CVR payment secured?

A: No. The obligation to make a CVR payment, if any becomes due, is an unsecured general obligation of SES.

Q: Can I sell the CVRs?

A: Yes. The CVRs are transferable (subject to the Securities Act and other applicable federal law or state securities or blue-sky laws). SES is not obligated to list the CVRs on any securities exchange. There is currently no public market for the CVRs. SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market and is under no obligation to do so. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue.

No prediction can be made regarding the liquidity of the CVRs or the prices at which the CVRs may be sold at any point in time, if at all. We expect that any CVR sale would be a taxable transaction for U.S. federal income tax purposes. Please see the section titled, “U.S. Federal Income Tax Considerations of the Transactions — U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs” beginning on page 96 of this prospectus for additional information.

Q: What happens if the Acquisition is not approved at the Intelsat shareholder general meeting?

A: Before the Acquisition can be completed, Intelsat is required to use commercially reasonable efforts to take all necessary action to obtain the Intelsat Shareholder Approval at the Intelsat Shareholder Meeting, including soliciting from Intelsat’s shareholders sufficient votes, as promptly as reasonably practicable and in no event later than 35 days after the effectiveness of the registration statement of which this prospectus forms a part. If the Intelsat Shareholder Approval is not obtained, under certain specified circumstances, Intelsat may be required to pay to SES a termination fee of $300 million, subject to the terms and conditions of the Share Purchase Agreement. For a more detailed description of the Termination Fees and the circumstances under which they may be payable, please see the section titled “ Termination Fees and Commercial Agreement.” In connection with the Share Purchase Agreement, certain Intelsat shareholders (each, a “Supporting Shareholder”, and collectively, the “Supporting Shareholders”) entered into voting and support agreements (each, a “Support Agreement” and collectively, “Support Agreements”), pursuant to which each Supporting Shareholder irrevocably and unconditionally agreed to affirmatively vote its Intelsat common shares in favor of the Intelsat Shareholder Approval Resolutions. Based on information provided by the Supporting Shareholders to Intelsat as of the date of each applicable Support Agreement, such shareholders beneficially own an aggregate of 49,839,902 Intelsat common shares that are subject to the terms of the Support Agreements, representing approximately 73% of Intelsat common shares. Please see the section titled “Related Agreements – Intelsat Shareholder Support Agreements” beginning on page 91 for further details.

Q: Are there any important risks related to the Acquisition, the CVRs or SES’s or Intelsat’s businesses of which I should be aware?

A: Yes, there are important risks related to the Acquisition, the CVRs and to the businesses of SES, Intelsat and, the Combined Group. We urge you to read carefully and in its entirety the section titled “Risk Factors” beginning on page 24 of this prospectus.

Q: Are Intelsat shareholders entitled to seek appraisal or dissenter’s rights?

A: No. There are no appraisal or dissenters’ rights available to Intelsat shareholders, in connection with the Transactions.

Q: Is the completion of the Acquisition subject to the completion of certain conditions?

A: Yes. Before the Acquisition can be completed, SES and Intelsat must fulfill or, if permissible, waive the conditions to the Closing set forth in the Share Purchase Agreement, including, but not limited to, the effectiveness of the registration statement of which this prospectus forms a part and the receipt of the Regulatory Approvals (as defined below). If all of these conditions are not satisfied or waived, the Acquisition will not be completed. For a more detailed description of the conditions to the Closing, please see the section titled “The Share Purchase Agreement – Conditions to the Closing of the Acquisition” beginning on page 80.

Q: When do SES and Intelsat expect to complete the Acquisition?

A: SES and Intelsat are working to complete the Acquisition as quickly as possible, which can only occur after all of the conditions to the Closing have been satisfied or waived. The conditions to the Closing are more fully described in the section titled “The Share Purchase Agreement – Conditions to the Closing of the Acquisition.” The Closing is currently anticipated to occur in the second half of 2025. However, we cannot predict the actual date on which the Acquisition will be consummated or whether the Acquisition will be consummated at all, because consummation of the Acquisition is subject to conditions and factors outside the control of Intelsat and SES.

Q: What happens if the Acquisition is not completed?

A: If the Acquisition is not completed for any reason, Intelsat will not receive the consideration for the Acquisition, the Transactions will not be completed and the Liquidation will not be commenced. However, under certain specified circumstances, either Intelsat or SES may be required to pay a $300 million Breach Termination Fee (as defined below) to the non-terminating party, Intelsat may be required to pay SES a $300 million Vote Condition Termination Fee (as defined below), and SES may be required to pay Intelsat a $250 million Regulatory Condition Termination Fee (as defined below). For a more detailed description of the Termination Fees and the circumstances under which they may be payable, please see the section titled “The Share Purchase Agreement —Termination Fees and Commercial Agreement” beginning on page 83.

Q: What are the material U.S. federal income tax considerations of the Acquisition and the Liquidation to U.S. Holders of Intelsat common shares that receive cash and CVRs?

A: A U.S. Holder (as defined in the section titled “U.S. Federal Income Tax Considerations of the Transactions”) does not participate in any exchange pursuant to the Acquisition; therefore such U.S. Holder will not realize any gain or loss for U.S. federal income tax purposes as a result of the Acquisition. As a result of the Liquidation, for U.S. federal income tax purposes, each U.S. Holder will be treated as receiving, in a taxable transaction, a distribution of cash and CVRs in complete liquidation of Intelsat as full payment in exchange for such U.S. Holder’s Intelsat common shares. A U.S. Holder generally will recognize gain or loss on an exchange of Intelsat common shares for the cash and CVRs distributed pursuant to the Liquidation, in an amount equal to the difference, if any, between (i) the amount of cash received plus the fair market value (determined as of the time at which the Liquidation is effective) of any CVRs received and (ii) such U.S. Holder’s adjusted tax basis in the Intelsat common shares deemed exchanged in the complete liquidation. Because individual circumstances may differ, each holder is strongly recommended to consult its tax advisor to fully understand the tax considerations of the Acquisition and the Liquidation to such U.S. Holder in light of its particular circumstances. See “U.S. Federal Income Tax Considerations of the Transactions” beginning on page 94 for a more detailed explanation.

Q: When will Intelsat’s shareholders receive the Acquisition Consideration in connection with the Liquidation?

A: It is expected that a significant portion of the Acquisition Consideration (including all of the CVRs) will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) promptly following the Closing as part of the Liquidation. The Closing Cash Consideration distributable to Intelsat’s

shareholders (including holders of Intelsat’s vested RSUs and PSUs) will be reduced by the $500 million distribution out of Intelsat’s share premium to Intelsat shareholders on September 27, 2024, and amounts payable in respect of Intelsat’s outstanding warrants, which will expire, terminate and become void at the Closing and represent only the right to receive the “Black-Scholes” value of the outstanding Intelsat warrants, which value will be determined by a third-party valuation firm in accordance with the applicable warrant agreements and paid to the holders of Intelsat warrants in cash. In addition, a portion of the Closing Cash Consideration will be held back for the duration of the Liquidation to satisfy any remaining liabilities of Intelsat and to cover the costs of winding up the affairs of Intelsat. Once the Liquidation has been completed, any remaining Closing Cash Consideration held by Intelsat will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs).

Q: Who can help answer my questions?

A: If you are an Intelsat shareholder and would like a copy of this prospectus, or if you have questions about the Acquisition or the other matters discussed in this prospectus, you should contact:

Intelsat S.A.

7900 Tysons One Place

McLean, VA 22102

Attn: Investor Relations

Tel: (703) 559-6800

Q: Where can I find more information about SES and Intelsat?

A: You can find more information about SES and Intelsat from the various sources described under “Where You Can Find More Information” beginning on page 225 of this prospectus.

SUMMARY

This summary highlights selected information from this prospectus. It may not contain all the information that is important to you. Accordingly, we urge you to read this prospectus carefully and in its entirety, including the Annexes hereto, the documents incorporated herein by reference, the registration statement to which this prospectus relates, and all other documents attached to or incorporated into this prospectus to fully understand the Share Purchase Agreement, the Acquisition and the Transactions. The page references have been included in this summary to direct you to a more complete description of the topics presented below. See also the section titled “Where You Can Find More Information” beginning on page 225.

The Parties to the Share Purchase Agreement

SES

SES is a leading global satellite communications and broadcast services provider, and a trusted partner to world-leading telecommunications companies, mobile network operators, governments, institutions, internet service providers, cloud-based solutions businesses, broadcasters, video platform operators, and content owners. SES is based in Luxembourg and together with its subsidiaries, SES combines a network of nearly 70 satellites operating in two different orbits, ground infrastructure and industry expertise to provide video and data services for broadcasting and media distribution, including television and radio programming, corporate data networks, communication solutions and mobile broadband solutions to 99% of the world’s population. In 2001, SES was incorporated under the laws of the Grand Duchy of Luxembourg, as a public limited liability company (société anonyme).

SES’s fiduciary depositary receipts are listed on the Euronext Paris Stock Exchange and the Luxembourg Stock Exchange, under the ticker symbols “SESG FP” and “SESG LX,” respectively. SES’s principal executive office is located at Château de Betzdorf, L-6815 Betzdorf (Grand Duchy of Luxembourg) and its telephone number is + 352 710-725-1.

Intelsat S.A.

Intelsat operates one of the largest integrated space and terrestrial network in the world providing critical layer in the global communications infrastructure. Across land, sea and air, Intelsat delivers the secure, always-available, high-performance connectivity relied on by governments, businesses and billions of people every day. With nearly 60 geostationary satellites, Intelsat provides communications services to the world’s leading media companies, telecommunications operators, the U.S. government and other military organizations. Intelsat also provides inflight internet to 25 commercial airline partners and nearly 3,000 aircraft. Intelsat is redefining the future with the world’s first hybrid, multi-orbit, software-defined 5G network designed for simple, seamless and secure coverage.

The Share Purchase Agreement and the Acquisition (See pages 65 and Annex A)

The terms and conditions of the Acquisition are contained in the Share Purchase Agreement, a copy of which is attached as Annex A to this prospectus. You are encouraged to read the Share Purchase Agreement carefully and in its entirety, as it is the primary legal document that governs the Transactions.

Holdings, and (ii) all of Intelsat’s rights, titles and interests in and to all of Intelsat’s assets, properties and rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or acquired prior to the Closing Date (as defined below), excluding the Intelsat Shareholders’ Agreement (as defined below), the Intelsat Registration Rights Agreement (as defined below), the Intelsat Warrant Agreements (as defined below) and certain other excluded assets (such transferred assets, the “Transferred Assets”), and (b) SES will assume and pay, perform and fulfill all of Intelsat’s liabilities arising or incurred prior to or at, or relating to any period ending prior to or at, the Closing, excluding any post-Closing taxes of Intelsat, any liabilities of Intelsat following the Closing (including any liabilities arising from or related to the Liquidation and Intelsat’s obligation to distribute applicable assets to Intelsat’s shareholders in the Liquidation) and any liabilities arising under the Intelsat Shareholders’ Agreement, the Intelsat Registration Rights Agreement, the Intelsat Warrant Agreements, the Legacy CVR Agreements (as defined below) and certain other excluded liabilities (such assumed liabilities, the “Assumed Liabilities”).

Consideration for the Acquisition (See page 66)

At the Closing, in exchange for the sale, transfer and delivery of the Transferred Shares and the Transferred Assets, SES will (i) deliver aggregate consideration equal to (a) aggregate cash consideration of $3.1 billion (the “Closing Cash Consideration”), (b) a maximum of approximately 70,932,665 CVRs equal to the CVR Consideration (as defined below), and (c) the Applicable Spectrum Additional Consideration (as defined below), if any, and (ii) assume and agree to pay, perform and fulfill all of the Assumed Liabilities, in each case, as applicable and as may be adjusted pursuant and subject to the terms and conditions of the Share Purchase Agreement (such consideration described in clauses (i) and (ii), collectively, the “Acquisition Consideration”).

The Closing Cash Consideration is subject to negative adjustments for (i) the aggregate dollar amount of all cash dividends or other cash distributions on or with respect to, and repurchases, redemptions or other acquisitions of, Intelsat’s equity securities (including Intelsat’s common shares, RSUs, PSUs and warrants), other than the net settlement of any such RSUs or PSUs in the ordinary course of business prior to the Closing, made by Intelsat or any of its subsidiaries (any such dividend, distribution, repurchase, redemption or acquisition, a “Shareholder Return”) at any time after January 29, 2024 (such aggregate dollar amount, the “Aggregate Shareholder Returns”), (ii) the amount, if any, by which certain of Intelsat’s transaction expenses excluding certain antitrust-related litigation expenses exceeds $82 million (such amount, the “Closing Transaction Expenses Overage”) and (iii) the amount, if any, by which a cash target of $300 million, subject to upward adjustment for certain withholding taxes, exceeds Intelsat’s net cash at Closing (such amount, the “Closing Net Cash Underage”). On September 27, 2024, Intelsat issued a distribution of $500 million out of Intelsat’s share premium to Intelsat shareholders. As a result of such distribution, the Closing Cash Consideration payable by SES in connection with the Acquisition as of the date of this prospectus has been reduced to $2.6 billion.

The CVR Consideration will be equal to the (i) the aggregate number of Intelsat’s common shares outstanding as of immediately prior to the Closing plus (ii) the aggregate number of Intelsat’s common shares issuable upon the exercise in full of all PSUs outstanding as of immediately prior to the Closing in accordance with the terms and conditions of the Share Purchase Agreement plus (iii) the aggregate number of Intelsat’s common shares issuable upon the exercise in full of all RSUs outstanding as of immediately prior to the Closing (such aggregate amount of clauses (i) through (iii), the “Fully Diluted Share Number”).

For further details on the consideration for the Acquisition, please see the section titled “The Share Purchase Agreement – Consideration for the Acquisition” beginning on page 66.

Treatment of Intelsat RSUs and PSUs (See page 66)

receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such RSU immediately prior to the Closing, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such RSU immediately prior to the Closing.

At the Closing, each PSU that is a PSU granted to certain members of Intelsat’s management committee (each, an “MC PSU”, and, collectively, the “MC PSUs”) will vest in accordance with its terms and, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing based on the attainment of the actual level of performance as measured immediately prior to the Closing by Intelsat’s board of directors (the “Intelsat Board”) or a committee thereof after giving effect to the consummation of the Transactions, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing after giving effect to the consummation of the Transactions.

At the Closing, each PSU that is not an MC PSU that is outstanding immediately prior to the Closing will, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (x) target or (y) actual level of performance (as set forth in the applicable award document), as measured immediately prior to the Closing by the Intelsat Board or a committee thereof, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (A) target or (B) actual level of performance (as set forth in the applicable award document) as measured immediately prior to the Closing by the Intelsat Board or a committee thereof.

For further details on the treatment of RSUs and PSUs, please see the section titled “The Share Purchase Agreement — Treatment of Intelsat RSUs and PSUs” beginning on page 66.

Required Shareholder Approval for the Consummation of the Transactions (See page 91)

Intelsat is required to use commercially reasonable efforts to take all necessary action to obtain the Intelsat Shareholder Approval, including soliciting from the Intelsat Shareholders sufficient votes, as promptly as reasonably practicable and in no event later than 35 days after the effectiveness of the registration statement of which this prospectus forms a part.

Conditions to the Consummation of the Acquisition (See page 80)

Each of SES’s and Intelsat’s respective obligations to consummate the Closing is subject to the satisfaction or waiver of various conditions, including, but not limited to, the effectiveness of the registration statement of which this prospectus forms a part and the receipt of the Regulatory Approvals, as more fully described in the section titled “The Share Purchase Agreement – Conditions to the Closing of the Acquisition” beginning on page 80.

Regulatory Approvals (See page 59)

Under the Share Purchase Agreement, the Acquisition cannot be consummated until (i) the applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) have expired or terminated and consents of, or filings under, any other antitrust laws set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement (together with the HSR Act approval, the “Required Antitrust Approvals”) including, but not limited to, those with respect to the European Commission and the United Kingdom’s Competition and Markets Authority, have been received or made and remain in effect; (ii) the applicable consent from the U.S. Federal Communications Commission (“FCC”) has been obtained (“FCC Consent”); (iii) the applicable consents of, or filings with, any of the relevant governmental authorities for the certain telecommunications licenses set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement have been received; (iv) the applicable approval by the Committee on Foreign Investment (“CFIUS”) has been received; (v) any consents, authorizations, orders or approvals that are required under any foreign investment law, the absence of which would prohibit the consummation of the Acquisition and the other Transactions, having been obtained or made or any applicable waiting period in respect thereof having expired or been terminated; (vi) the applicable approval has been obtained by the Defense Counterintelligence and Security Agency of the United States Department of Defense (“DCSA”); and (vii) the applicable waiting periods pursuant to Section 122.4(b) of the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State’s Directorate of Defense Trade Controls have elapsed (such approvals and waiting periods set forth in clauses (i) through (vii), collectively, the “Regulatory Approvals”). On May 24, 2024, both Intelsat and SES filed their respective notification and report forms under the HSR Act (each, an “HSR Filing”). On June 24, 2024, Intelsat and SES each received a request for additional information, often referred to as a “second request,” from the Department of Justice (“DOJ”) under the HSR Act. As of the date of this prospectus, certain Required Regulatory Approvals have been received, including the applicable approval by CFIUS, which was received on August 26, 2024. Please see the section titled “The Share Purchase Agreement — Efforts to Complete the Acquisition” beginning on page 74 for further details.

Termination

Termination of the Share Purchase Agreement (See page 82)

SES or Intelsat may terminate the Share Purchase Agreement by mutual written consent or upon the occurrence of certain events as more fully described in the section titled “The Share Purchase Agreement — Termination of the Share Purchase Agreement” beginning on page 82.

Termination Fees and Commercial Agreement (See page 83)

Upon termination of the Share Purchase Agreement, (i) the terminating party may be required to pay a termination fee in the form of a cash amount equal to $300 million to the non-terminating party if certain covenants or agreements in the Share Purchase Agreement are not performed or are breached (the “Breach Termination Fee”) such that such non-performance or breach causes a related condition to the Closing to fail, or if all conditions to the Closing are otherwise satisfied and the non-terminating party refuses to consummate the Transactions, (ii) Intelsat may be required to pay a termination fee in the form of a cash amount equal to $300 million to SES if the Intelsat Shareholder Approval is not obtained (the “Vote Condition Termination Fee”), (iii) SES may be required to pay a termination fee in the form of a cash amount equal to $250 million (the “Regulatory Condition Termination Fee” and together with the Breach Termination Fee and the Vote Condition Termination Fee, each, a “Termination Fee”, and, collectively, the “Termination Fees”) to Intelsat if the Share Purchase Agreement is terminated by either Intelsat or SES because a required pre-Closing Regulatory Approval was not satisfied or waived at or prior to the Closing and (iv) SES will be required to negotiate in good faith to prepare and execute a commercial agreement with Intelsat that would provide Intelsat with additional satellite capacity (the “Commercial Agreement”) if the Share Purchase Agreement is terminated in circumstances in which the Breach Termination Fee or the Regulatory Condition Termination Fee is payable by SES to Intelsat.

For more detail on the Termination Fees and the Commercial Agreement, please see “The Share Purchase Agreement – Termination Fees and Commercial Agreement” beginning on page 83.

SES’s Reasons for the Acquisition

The SES board of directors (the “SES Board”) has unanimously (i) deemed it advisable and resolved that it is in the corporate interest of SES to enter into the Share Purchase Agreement, the Acquisition, the CVR Agreement and the transactions contemplated thereby and (ii) approved, and to the extent necessary, ratified the terms of the transactions contemplated by the Share Purchase Agreement, the Acquisition, the CVR Agreement and the transaction documents. For additional information on the factors considered by the SES Board in reaching this decision, please see the section titled “About the Acquisition — SES’s Reasons for the Transactions” beginning on page 53 of this prospectus.

Intelsat’s Reasons for the Acquisition

The Intelsat Board unanimously (i) determined that the terms of the Share Purchase Agreement and the ancillary agreements related thereto are in the best interests of Intelsat, (ii) approved the Transactions, the Share Purchase Agreement and the ancillary agreements related thereto and (iii) recommended that Intelsat’s shareholders approve the Share Purchase Agreement and the Transactions at a duly held meeting of Intelsat’s shareholders. For additional information on the factors considered by the Intelsat Board in reaching this decision, please see the section titled “About the Acquisition — Intelsat’s Reasons for the Transactions” beginning on page 56 of this prospectus.

Related Agreements

Intelsat Shareholder Support Agreements (See page 91)

In connection with the Share Purchase Agreement, the Supporting Shareholders entered into Support Agreements substantially in the form attached hereto as Annex C, pursuant to which each Supporting Shareholder irrevocably and unconditionally agreed to affirmatively vote its Intelsat common shares in favor of the Intelsat Shareholder Approval Resolutions. Each Supporting Shareholder also agreed to grant SES an irrevocably proxy, subject to the terms and conditions of the corresponding Support Agreement. In addition, pursuant to the Support Agreements, each Supporting Shareholder agreed not to transfer any Intelsat common shares, subject to certain limited exceptions. Each Supporting Agreement will terminate upon the earlier of the Closing and the termination of the Share Purchase Agreement in accordance with its terms. Based on information provided by the Supporting Shareholders to Intelsat as of the date of each applicable Support Agreement, such Supporting Shareholders beneficially own an aggregate of 49,839,902 Intelsat common shares that are subject to the terms of the Support Agreements, representing approximately 73% of Intelsat common shares. Please see the section titled “Related Agreements — Intelsat Shareholder Support Agreements” beginning on page 91 for further details.

CVR Agreement (See page B-1)

In connection with the Closing, SES and Equiniti Trust Company, LLC, as the Rights Agent, will enter into the CVR Agreement substantially in the form included in this prospectus as Annex B, which will set forth the terms of the CVRs to be issued to Intelsat at the Closing and subsequently distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) in connection with the Liquidation. Pursuant to the terms and conditions of the Share Purchase Agreement, the number of CVRs issued by SES at the Closing will be equal to the CVR Consideration.

The rights of the Holders will be limited to those expressly provided for in the CVR Agreement. Holders will not, by virtue of their ownership of the CVRs, have the rights common to shareholders of SES, such as

voting and dividend rights. Interest will not accrue on any distributions that may be payable to a Holder. No interest will accrue on any amounts that may be payable to a Holder. The CVR payment, if any becomes due, is an unsecured general obligation of SES.

The CVRs, and any beneficial interest thereof will be freely transferable without the prior consent of SES. SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market and is under no obligation to do so. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue. Additionally, the U.S. tax considerations arising from the ownership and disposition of the CVRs are uncertain. There is currently no public market for the CVRs.

The CVRs will not (i) be subject to any mandatory or optional redemption rights by the Holders or SES, (ii) mature or trigger any right to payment by the Holders in any amount or on any specific date, or (iii) be convertible into or exchangeable for any security or other interest in SES.

For more details regarding the CVRs, please see the sections titled “Risk Factors—Risks Relating to the CVRs” beginning on page 30 and “Related Agreements—Contingent Value Rights Agreement” beginning on page 86 of this prospectus. We encourage you to read the entire form of CVR Agreement carefully because it is the principal document governing the CVRs.

Discussion of Any Material Differences in Corporate Laws of SES and Intelsat

SES and Intelsat are both public limited liability companies (société anonyme) existing under the laws of the Grand Duchy of Luxembourg. As such, they are governed by Luxembourg law, among others the Luxembourg law of August 10, 1915 that relates to commercial companies, as amended (the “1915 Law”).

Accounting Treatment of the Transactions

The Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3, Business Combinations (the “IFRS 3”). IFRS requires that one of the two companies in the acquisition be designated as the acquirer for accounting purposes based on the evidence available. SES will be treated as the acquiring entity for accounting purposes. In identifying SES as the acquiring entity for accounting purposes, SES and Intelsat took into account the relative voting rights of all equity instruments, the intended composition of the governing body and senior management of the Combined Group and the size of each of the companies. Accordingly, SES will record assets acquired, including identifiable intangible assets, and liabilities assumed from Intelsat at their respective fair values at the date of completion of the Acquisition. Any excess of the purchase price over the net fair value of such assets and liabilities will be recorded as goodwill.

The financial condition and results of operations of SES after completion of the Acquisition will reflect Intelsat after completion of the Acquisition but will not be restated retroactively to reflect the historical financial condition or results of operations of Intelsat. The earnings of SES following the completion of the Acquisition will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense, amortization expense and interest expense. Indefinite-lived intangible assets and goodwill will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, SES determines that tangible or intangible assets (including goodwill) are impaired, SES would record an impairment charge at that time.

Interests of SES’s Directors and Executive Committee Members in the Transactions (See page 60)

committee (the “Executive Committee Members”) do not have any financial interests in the Transactions that are different from, or in addition to, the interests of other SES shareholders generally. The SES Board was aware of these potential conflicts of interest during its deliberations on the merits of the Transactions and in making its decision to approve the Share Purchase Agreement and the Transactions. For more details regarding the interests of SES’s directors and Executive Committee Members in the Transactions, please see the section titled “About the Acquisition — Interests of SES’s Directors and Executive Committee Members in the Transaction” beginning on page 60 of this prospectus.

Interests of Intelsat’s Directors and Executive Officers in the Transactions (See page 60)

Intelsat’s executive officers and directors have interests in the Transactions that may be different from, or in addition to, those of Intelsat shareholders generally. The Intelsat Board was aware of and considered these interests, among other matters, in approving the Share Purchase Agreement and the Transactions. These interests include (i) the accelerated vesting and payment in respect of outstanding Intelsat equity awards pursuant to the Share Purchase Agreement, (ii) the potential receipt of certain payments and benefits under the executive officers’ employment agreements upon certain types of terminations of employment following the consummation of the Transactions, and (iii) the entitlement to indemnification benefits in favor of directors and executive officers of Intelsat. For more details regarding the interests of Intelsat’s directors and executive officers in the Transactions, please see the section titled “The Share Purchase Agreement — Interests of Intelsat’s Directors and Executive Officers in the Transactions” beginning on page 60 of this prospectus.

The Liquidation

The Liquidation will open effective as of the Closing as more fully described in the section titled “The Liquidation” beginning on page 64.

Dissenters’ / Appraisal Rights

There are no appraisal or dissenters’ rights available to Intelsat shareholders in connection with the Transactions.

U.S. Federal Income Tax Considerations of the Transactions

A U.S. Holder does not participate in any exchange pursuant to the Acquisition, so such U.S. Holder will not realize any gain or loss for U.S. federal income tax purposes as a result of the Acquisition, including the acquisition by SES of Intelsat’s assets, subject to certain exceptions, and 100% of the outstanding shares of Holdings, as well as the assumption by SES of certain liabilities of Intelsat, in each case, subject to the terms and conditions of the Share Purchase Agreement. Following the Acquisition, in the Liquidation, Intelsat will liquidate and distribute its remaining assets to Intelsat’s shareholders. As a result of the Liquidation, for U.S. federal income tax purposes, each U.S. Holder will be treated as receiving, in a taxable transaction, a distribution of cash and CVRs in complete liquidation of Intelsat as full payment in exchange for such U.S. Holder’s Intelsat common shares. A U.S. Holder generally will recognize gain or loss on an exchange of Intelsat common shares for the cash and CVRs distributed pursuant to the Liquidation, in an amount equal to the difference, if any, between (i) the amount of cash received plus the fair market value (determined as of the time at which the Liquidation is effective) of any CVRs received and (ii) such U.S. Holder’s adjusted tax basis in the Intelsat common shares deemed exchanged in the complete liquidation. Because individual circumstances may differ, each U.S. Holder is strongly recommended to consult its tax advisor to fully understand the tax considerations of the Acquisition and the Liquidation to such U.S. Holder in light of its particular circumstances. See “U.S. Federal Income Tax Considerations of the Transactions” beginning on page 94 for a more detailed explanation.

Luxembourg Tax Considerations of the Transactions

Because the Luxembourg Holders are not participating in any exchange pursuant to the Acquisition, Luxembourg Holders will not realize any gain or loss for Luxembourg income tax purposes as a result of the Acquisition, including the acquisition by SES of Intelsat’s assets, subject to certain exceptions, and 100% of the outstanding shares of Holdings, as well as the assumption by SES of certain liabilities of Intelsat, in each case, subject to the terms and conditions of the Share Purchase Agreement.

Following the Acquisition, in the Liquidation, Intelsat will liquidate and distribute its remaining assets to Intelsat’s shareholders. As a result of the Liquidation, for Luxembourg income tax purposes, a Luxembourg Holder of Intelsat common shares generally will recognize either capital gain or loss or, for certain Luxembourg corporate Holders meeting the conditions of Article 166 ITL, will be deemed receiving dividends for the cash and CVRs distributed pursuant to the Liquidation.

Because individual circumstances may differ, each Luxembourg Holder is strongly recommended to consult its tax advisor to fully understand the tax considerations of the Acquisition and the Liquidation to such holder in light of its particular circumstances. See “Luxembourg Tax Considerations of the Transactions” beginning on page 98 for a more detailed explanation.

SUMMARY RISK FACTORS

Risks Relating to the Transactions

•

The Acquisition is subject to closing conditions that could result in the completion of the Acquisition being delayed or not consummated, which could negatively impact SES’s or Intelsat’s future business, operations and financial condition.

•

If the Acquisition is completed, SES may fail to realize the anticipated benefits and cost savings of the Acquisition, which could adversely affect SES. In addition, the future results of the Combined Group may be adversely impacted if the Combined Group does not effectively manage its expanded operations following completion of the Acquisition and the Transactions.

•

SES will incur significant transaction and integration-related costs in connection with the Acquisition.

•

The indebtedness of the Combined Group following completion of the Acquisition will be substantially greater than SES’s indebtedness on a stand-alone basis and greater than the combined indebtedness of SES and Intelsat existing prior to the announcement of the Acquisition. This increased level of indebtedness could adversely affect the Combined Group’s business flexibility and increase its borrowing costs and any resulting downgrades in SES’s credit ratings could adversely affect SES and/or the Combined Group’s respective businesses, cash flows, financial condition and operating results.

•

SES may not be able to service all of the Combined Group’s indebtedness and may be forced to take other actions to satisfy SES’s obligations under SES’s indebtedness, which may not be successful. SES’s failure to meet its debt service obligations could have a material adverse effect on the Combined Group’s business, financial condition and results of operations.

•

SES and Intelsat may have difficulty attracting, motivating and retaining executives and other key employees who are critical to their respective businesses in light of the Acquisition.

•

Intelsat’s executive officers and directors have interests in the Acquisition that may be different from the interests of shareholders of Intelsat.

•

The Share Purchase Agreement contains provisions that make it more difficult for Intelsat to pursue alternatives to the Acquisition and may discourage other companies from trying to acquire Intelsat for greater consideration than what SES has agreed to pay.

•

The unaudited pro forma combined financial information included in this prospectus are presented for illustrative purposes only and do not represent the actual financial position or results of operations of the Combined Group following completion of the Acquisition or reflect the effect of any divestitures that may be required in connection with the Acquisition.

•

The Combined Group will be subject to the risks that Intelsat faces, in addition to the risks faced by SES.

•

Intelsat shareholders will have limited recourse against Intelsat and its management and directors for any claims relating to the Transactions under the U.S. federal securities laws.

Risks Relating to the CVRs

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You will not be able to immediately determine the amount of cash to be received under the CVRs, which makes it difficult to value the CVRs.

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An active public market for the CVRs may not develop which could have an adverse effect on the resale price, if any, of the CVRs.

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Because there has not been any public market for the CVRs, the market price and trading volume of the CVRs may be volatile.

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You may not receive any payment on the CVRs.

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SES may repurchase the CVRs, which may reduce the liquidity of the remaining outstanding CVRs.

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Regulatory agencies must approve the Acquisition and could impose conditions that could affect the value of the CVRs you receive in the Acquisition.

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The outcome of the FCC’s current C-band proceeding may impact the value of the CVRs.

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The amount of Applicable Expenses incurred by SES in connection with an event of Qualified Monetization may significantly reduce any payment on the CVRs.

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The U.S. federal income tax treatment of the CVRs is uncertain.

Risks Relating to SES’s Business

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SES has several large customers, the loss of any of which could materially reduce its revenue and materially adversely affect its business.

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SES is exposed to general customer counterparty risk, especially in developing markets.

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SES may experience a launch delay or failure or other satellite damage or destruction during launch, which could lead to a total or partial loss of the satellite.

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SES’s satellites may experience in-orbit destruction, damage or other failures or degradations in performance that could impair the satellites’ commercial performance.

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The actual longevity of SES’s satellites may be shorter than their estimated initial design lives.

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SES relies on a limited number of launch providers to launch its satellites.

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SES is primarily dependent on a small number of satellite manufacturers and secondary suppliers.

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SES may not be able to obtain adequate insurance or the desired level of coverage, and insurance premiums may increase.

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Satellites may be subject to damage or loss from events that might not be covered by insurance policies.

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A portion of SES’s in-orbit insurance policies are maintained through self-insurance.

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SES may not be successful in renewing its existing commercial agreements, or in renewing them on terms that are similar to their current terms.

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SES relies on information systems, satellite control and operations networks and other technology, and a disruption or failure of such systems, networks or technology as a result of unauthorized access, misappropriation of data or other malfeasance may disrupt SES’s business.

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SES’s international operations are subject to a number of risks that could negatively affect future operating results or subject SES to criminal and civil enforcement actions.

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SES’s operations and systems are subject to external threats, including sabotage, terrorist attacks and natural disasters.

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Global economic turmoil and regional economic conditions could adversely affect SES’s business.

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SES is exposed to risks inherent in doing business in developing markets.

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SES is subject to general risks associated with its strategic investments.

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Pursuing external growth opportunities may not yield the expected benefits.

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The telecommunications market is highly competitive, and SES faces competition from satellite (geostationary orbit (“GEO”), medium earth orbit (“MEO”), and low earth orbit (“LEO”)), terrestrial (fixed and wireless) networks, and associated value add service providers.

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Changes in technology or the satellite communications market could make SES’s satellite telecommunications system obsolete or subject to lower or reduced demand.

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If SES or its customers fail to obtain and maintain required regulatory approvals, SES may not be able to operate its existing satellites or maintain or expand its operations.

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There may be less publicly available information relating to SES than there is for issuers that are not foreign private issuers because SES, as a foreign private issuer, is exempt from a number of rules under the Exchange Act, and is permitted to file less information with the SEC than issuers that are not foreign private issuers.

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SES’s business is subject to extensive regulation and is sensitive to regulatory changes in each of the countries in which it provides services.

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The International Telecommunication Union or national administrations may not allocate orbital slots and associated frequencies to permit SES to maintain or augment its satellite systems, or may restrict SES’s access to frequencies on its satellite systems.

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SES’s ability to use a satellite at a given orbital location or a satellite system in its orbit and assigned frequencies for its proposed service or coverage area may be adversely affected by coordination issues.

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If SES does not occupy unused orbital locations or satellite orbits by specified deadlines, or does not maintain satellites in the orbital locations SES currently uses, those orbital locations or satellite orbits may become available for use by other satellite companies.

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SES is subject to export control laws including those of the United States which may preclude exporting satellites for launch, satellite-related hardware, technology, data and services or preclude sourcing these items in the United States.

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SES’s ability to provide services in certain countries or to certain customers or end users may be restricted or prohibited due to sanctions compliance laws and regulations.

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SES is exposed to risks associated with macroeconomic conditions in the global economy, both in developing markets and developed markets

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Failure to generate cash flow or access other capital resources could force SES to reduce its operations or default on debt service obligations.

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SES’s financial results may be materially adversely affected by unforeseen additional tax assessments or other tax liabilities.

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SES is exposed to liquidity, currency and foreign exchange, interest rate and counterparty risks.

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SES is exposed to impairment of intangible assets, property plant & equipment and assets in the course of construction.

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SES has identified material weaknesses in its internal control over financial reporting. If SES is unable to successfully remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, SES may be subject to increased risks and liabilities.

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The outcome of the FCC’s current C-band proceeding may impact SES’s business or the value of SES’s satellites and services.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and the documents to which SES and Intelsat refer to in this prospectus, contain forward-looking statements within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding: (1) the Transactions between SES and Intelsat, including any statements regarding the expected timing to complete the Acquisition; (2) considerations taken into account by each of the SES Board and the Intelsat Board in approving the Acquisition and the Transactions; (3) the ability of each party to complete the Acquisition and the Transactions; (4) the expected benefits of the Acquisition (including, but not limited to, anticipated synergies, anticipated benefits or accretions to SES; please see the section of this prospectus titled “About the Acquisition—Reasons for the Transactions” for more information); (5) expectations for SES and Intelsat following the Closing or termination of the Share Purchase Agreement; and (6) any other statements regarding SES’s or Intelsat’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance, including the SES ESG strategy. These statements are often, but not always, made through the use of words or phrases such as “aims,” “anticipates,” “intends,” “plans,” “believes,” “projects,” “estimates,” “expects,” “may,” “should,” “will,” “potential,” “targets,” “contemplates,” “might,” “could,” “seeks,” “strives,” “works,” “ongoing” and similar expressions. All such forward-looking statements are based on current expectations of SES’s and Intelsat’s management, as applicable, and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Statements included in this prospectus that are not historical facts are forward-looking statements and are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this prospectus. You are cautioned not to place undue reliance on these forward-looking statements.

Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, among other things:

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the possibility that the conditions to the Closing are not satisfied (or waived), including the risk that the Regulatory Approvals are not obtained, on a timely basis or at all;

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the risk that the Acquisition and the Transactions could have an adverse effect on the ability of SES and Intelsat, as applicable, to retain and hire key personnel or maintain relationships with customers, clients, suppliers or strategic partners, or on SES’s or Intelsat’s operating results and businesses generally;

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the restraints on Intelsat’s ability to solicit other acquisition proposals from third parties during the pendency of the Acquisition;

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risks that the Acquisition and the Transactions could disrupt current plans and operations in a manner that may harm SES’s or Intelsat’s respective businesses;

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the occurrence of any change, event, series of events or circumstances that could give rise to the right to terminate the Share Purchase Agreement, including in circumstances requiring SES or Intelsat to pay a Termination Fee;

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uncertainties relating to the anticipated timing of filings and the Regulatory Approvals relating to the Acquisition;

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the outcome of any legal proceedings that have been or may be instituted against SES and Intelsat and/or others relating to the Acquisition or the Transactions;

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risks related to the diversion of the attention and time of SES’s and Intelsat’s respective management teams from ongoing business concerns;

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SES’s dependence on key members of its management;

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the amount of any costs, fees, expenses, impairments and charges incurred by SES and Intelsat related to the Acquisition and the Transactions;

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the nature, cost and outcome of any legal proceedings that may be instituted against SES or Intelsat, or their respective directors or officers, relating to the Acquisition;

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global economic volatility, macroeconomic, political, legislative, and regulatory developments, geopolitical conflict, trade wars, or competitive pressures, or changes in such conditions, negatively affecting SES’s or Intelsat’s customers, business, operations or financial performance;

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difficulties and delays in integrating the businesses, systems and processes of SES and Intelsat following completion of the Acquisition or fully realizing the anticipated synergies and other benefits expected from the Acquisition and the Transactions;

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the Combined Group’s ability to execute successfully its strategic plans, including its business development strategy;

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the effect of the Transactions on the business relationships, employees, customers, suppliers, commercials partners, standing with regulators;

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the impact of tax regulations on SES’s or Intelsat’s financial condition and results of operations;

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SES’s level of indebtedness;

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SES’s successful integration or implementation of mergers and acquisitions, joint ventures, strategic alliances or divestiture plans;

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the competitive nature of the industry in which SES and Intelsat operate;

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changing customer demands and preferences;

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potential cyber-attacks against, or other breaches to, SES’s or Intelsat’s information technologies systems;

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unfavorable outcomes in legal and regulatory proceedings and government investigations that SES or Intelsat may become, a party to;

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the failure of the Acquisition to close for any other reason;

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the inability for an active market for the CVRs to develop;

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the ability of Intelsat’s shareholders to sell the CVRs received in the Acquisition when desired or at a desirable price;

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the uncertainty in U.S. federal income tax treatment of the CVRs;

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the risk factors discussed under the heading “Risk Factors” in this prospectus;

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uncertainties relating to the outcomes resulting from the FCC’s current C-band proceeding;

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other factors or trends affecting SES’s and Intelsat’s financial condition, liquidity or results of operations; and

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other statements contained in this prospectus regarding matters that are not historical facts.

SES cautions that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the Acquisition and the Transactions and the future results of SES, Intelsat and the Combined Group. In addition, there may be other factors and uncertainties, many of which are beyond our control, that could cause our actual results and events to be materially different from the results referenced in the forward-looking statements. Many of these factors will be important in determining actual future results.

It should also be noted that the unaudited pro forma condensed combined financial information contained in this prospectus has been prepared using the consolidated historical financial statements of SES and Intelsat and is

presented for illustrative purposes only and should not be considered an indication of the results of operations, including, without limitation, future revenue, or financial condition of SES following the Transactions. The projected financial information for the Combined Group is based on management’s estimates, assumptions and projections and may not be an indication of SES’s financial condition or results of operations following the Acquisition and the Transactions. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of SES and Intelsat.

The forward-looking statements speak only as of the date of this prospectus. Except as required by law, SES and Intelsat undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained in this prospectus are qualified in their entirety by this cautionary statement.

RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. The risks described below are those that we currently believe may materially affect us. Additional risks not presently known to us, or that we currently consider immaterial, may also materially adversely affect us. For the purposes of the Risk Factors, references to SES are to SES and its subsidiaries.

RISKS RELATING TO THE TRANSACTIONS

Completion of the Acquisition is conditioned upon the satisfaction of certain closing conditions, including approval of the Acquisition and the Transactions contemplated thereby by Intelsat’s shareholders and receipt of the Regulatory Approvals, all as set forth in the Share Purchase Agreement. Please see the section titled “The Share Purchase Agreement —Conditions to the Closing of the Acquisition” beginning on page 80 of this prospectus for a discussion of the conditions to the completion of the Acquisition. The required conditions to Closing may not be satisfied in a timely manner, if at all, and the Acquisition may not be consummated. Failure to consummate the Acquisition could negatively impact SES or Intelsat’s future business, operations, and financial condition. Any delay in the consummation of the Acquisition or any uncertainty about the consummation of the Acquisition may adversely affect the future business, growth, revenue and results of operations of either or both companies.

If the Acquisition is not completed for any reason, the ongoing business of SES or Intelsat may be adversely affected and will be subject to several risks, including:

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Intelsat or SES may be required to pay the other party a Breach Termination Fee of $300 million plus certain documented out-of-pocket expenses, if the Share Purchase Agreement is terminated under certain circumstances, Intelsat may be required to pay SES a Vote Condition Termination Fee of $300 million, plus certain documented out-of-pocket expenses, if the Share Purchase Agreement is terminated under certain circumstances, and SES may be required to pay Intelsat a Regulatory Condition Termination Fee of $250 million, plus certain documented out-of-pocket expenses, if the Share Purchase Agreement Revise to say “Termination Fees and Commercial Agreement” is terminated under certain other circumstances (see “The Share Purchase Agreement—Termination Fees” beginning on page 83 of this prospectus);

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matters relating to the Acquisition (including arranging permanent financing and integration planning) will require substantial commitments of time and resources by SES’s and Intelsat’s management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to either SES or Intelsat as an independent company;

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the diversion of management’s attention, the reduction in capital spending and acquisitions, the suspension of planned hiring and other affirmative and negative covenants in the Share Purchase Agreement restricting each company’s business;

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failure to pursue other beneficial opportunities as a result of the focus of management of each of the companies on the Acquisition, without realizing any of the anticipated benefits of the Acquisition;

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the increasing difficulty in the highly competitive telecommunications market of competing with satellite (GEO, MEO, and LEO), terrestrial (fixed and wireless) networks, and associated value add service providers;

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SES and Intelsat may experience negative reactions to the termination of the Acquisition from customers, clients, licensors, suppliers, or other strategic partners; and

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SES’s and Intelsat’s costs incurred related to the Acquisition, such as legal and accounting fees, must be paid even if the Acquisition is not completed.

In addition, each of SES and Intelsat could be subject to litigation related to any failure to complete the Acquisition or related to any proceeding to specifically enforce SES’s or Intelsat’s obligation to perform their respective obligations under the Share Purchase Agreement.

If any of these risks materialize, they may materially and adversely affect SES and/or Intelsat’s businesses, financial condition, financial results, ratings, stock prices and/or bond prices.

The success of the Acquisition will depend, in part, on SES’s ability to realize the anticipated benefits and cost savings from the Acquisition of the Intelsat Group. SES’s ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

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SES’s ability to successfully manage the Combined Group;

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the risk that the Combined Group will not perform as expected;

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the extent to which SES will be able to realize the expected synergies, which include potential savings from re-assessing priority assets and aligning investments, eliminating duplication and redundancy, adopting an optimized operating model between both companies and leveraging scale, and value creation resulting from the combination of the businesses of SES and Intelsat;

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the possibility that SES paid more for Intelsat than the value it will derive from the Acquisition;

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the possibility that SES will not achieve the free cash flow that it has projected;

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the reduction of SES’s cash available for operations and other uses and the incurrence of indebtedness to finance the Acquisition;

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the assumption of known and unknown liabilities of Intelsat; and

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the possibility of a decline of the credit ratings of the Combined Group following the completion of the Acquisition.

If SES is not able to successfully combine the businesses of SES and Intelsat within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Acquisition may not be realized fully or may take longer to realize than expected, and the Combined Group may not perform as expected.

SES and Intelsat have operated and, until completion of the Acquisition will continue to operate, independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key SES or Intelsat employees, the disruption of either company’s or both companies’ ongoing businesses or in unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of the Intelsat Group and SES in order to realize the anticipated benefits of the Acquisition, so the Combined Group performs as expected include, among others:

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combining the companies’ separate operational, financial, reporting and corporate functions;

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integrating the companies’ technologies, products and services;

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identifying and eliminating redundant and underperforming operations and assets;

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harmonizing the companies’ operating practices, employee development, compensation and benefit programs, internal controls and other policies, procedures and processes;

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addressing possible differences in corporate cultures and management philosophies;

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maintaining employee morale and retaining key management and other employees;

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attracting and recruiting prospective employees;

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consolidating the companies’ corporate, administrative and information technology infrastructure;

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coordinating sales, distribution and marketing efforts;

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managing the movement of certain businesses and positions to different locations;

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maintaining existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and vendors;

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coordinating geographically dispersed organizations;

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consolidating facilities of Intelsat and SES that are currently in or near the same location;

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effecting potential actions that may be required in connection with obtaining regulatory approvals; and

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the possibility of costly litigation challenging the Acquisition.

In addition, at times, the attention of certain members of each company’s management and each company’s resources may be focused on completion of the Acquisition and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the Combined Group.

Furthermore, following completion of the Acquisition, the size of the Combined Group’s business will be significantly larger than the current size of either SES’s or Intelsat’s respective businesses. The Combined Group’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to implement an effective integration of the two companies and its ability to manage a combined business with significantly larger size and scope with the associated increased costs and complexity.

There can be no assurances that the management of the Combined Group will be successful or that the Combined Group will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Acquisition.

SES will incur significant transaction and integration-related costs in connection with the Acquisition.

SES expects to incur a number of non-recurring costs associated with the Acquisition and combining the operations of the two companies. SES will incur significant transaction costs related to the Acquisition, including with respect to the financing for the Closing Cash Consideration to be paid to Intelsat. SES will also incur significant integration related fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. SES continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Acquisition and the integration of the two companies’ businesses. While SES has assumed that a certain level of transaction expenses will be incurred, factors beyond SES’s control, such as certain of Intelsat’s expenses, could affect the total amount or the timing of these expenses Although SES expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses should allow SES to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

In addition, future events and conditions could decrease or delay the accretion that is currently projected, including adverse changes in market conditions, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the anticipated benefits of the Acquisition.

Following the Closing, a significant amount of the Combined Group’s total assets will be related to acquired intangible assets and goodwill, which are subject to annual impairment reviews, or more frequent reviews if events or circumstances indicate that the carrying value may not be recoverable. Because of the significance of these assets, any charges for impairment as well as amortization of intangible assets could have a material adverse effect on the Combined Group’s results of operations and financial condition.

The indebtedness of the Combined Group following completion of the Acquisition will be substantially greater than SES’s indebtedness on a stand-alone basis and greater than the combined indebtedness of SES and Intelsat existing prior to the announcement of the Acquisition. This increased level of indebtedness could adversely affect the Combined Group’s business flexibility and increase its borrowing costs. Any resulting downgrades in SES’s credit ratings could adversely affect SES and/or the Combined Group’s respective businesses, cash flows, financial condition and operating results.

SES expects to incur acquisition-related debt financing of approximately $3 billion (inclusive of any of Intelsat’s existing indebtedness that SES may assume at the Closing). In addition, Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) will receive CVRs, which will entitle the Holder to receive a contingent cash payment upon the potential receipt of certain Gross Proceeds pursuant to the terms and conditions of the CVR Agreement and the Share Purchase Agreement.

SES’s substantially increased indebtedness, its higher debt-to-equity ratio following completion of the Acquisition in comparison to that of SES prior to the Acquisition, and any potential payments it will have to make under the CVR Agreement, among other things, will reduce SES’s flexibility to respond to changing business and economic conditions, will increase SES’s borrowing costs and, to the extent that any new SES debt is subject to floating interest rates, may increase SES’s vulnerability to fluctuations in market interest rates. In addition, the amount of cash required to service SES’s increased indebtedness levels and thus the demands on SES’s cash resources will be greater than the amount of cash flows required to service the indebtedness of SES or Intelsat individually prior to the Acquisition. The increased levels of indebtedness could also reduce funds available to fund SES’s efforts to combine its business with Intelsat and realize expected benefits of the Acquisition and/or engage in investments in product development, capital expenditures, dividend payments, share repurchases and other activities and may create competitive disadvantages for SES relative to other companies with lower debt levels.

SES may be required to raise additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes. SES’s ability to arrange additional financing or refinancing will depend on, among other factors, SES’s financial position and performance, as well as prevailing market conditions and other factors beyond SES’s control. SES cannot assure you that it will be able to obtain additional financing or refinancing on terms acceptable to SES or at all.

In addition, SES’s credit ratings impact the cost and availability of future borrowings, and, as a result, SES’s cost of capital. SES’s ratings reflect each rating organization’s opinion of SES’s financial strength, operating performance and ability to meet SES’s debt obligations or, following completion of the Acquisition, obligations to the Combined Group. Each of the ratings organizations reviews SES’s and Intelsat’s ratings periodically, and there can be no assurance that SES’s or Intelsat’s current ratings will be maintained in the future. SES’s policy is to attain and retain a stable investment grade rating with two of the international reputable credit rating agencies, currently, Fitch Ratings Ireland Limited (Fitch) and Moody’s Italia S.r.l. (Moody’s). SES is currently rated BBB by Fitch and Baa3 by Moody’s.

Downgrades in SES’s and/or Intelsat’s credit ratings could adversely affect SES’s, Intelsat’s and/or the Combined Group’s businesses, cash flows, financial condition and operating results.

SES depends on cash on hand and cash flows from operations to make scheduled debt payments. SES expects to be able to meet the estimated cash interest payments on the Combined Group’s debt following the Acquisition through a combination of the expected cash flows from operations of the Combined Group. However, SES’s ability to generate sufficient cash flow from operations of the Combined Group and to utilize other methods to make scheduled payments will depend on a range of economic, competitive and business factors, many of which are outside of SES’s control. There can be no assurance that these sources will be adequate. If SES is unable to service its indebtedness and fund its operations, SES will be forced to reduce or delay capital expenditures, seek additional capital, sell assets or refinance its indebtedness. Any such action may not be successful and SES may be unable to service its indebtedness and fund its operations, which could have a material adverse effect on the Combined Group’s business, financial condition or results of operations.

Until the Closing or, if earlier, the termination of the Share Purchase Agreement, Intelsat has agreed that it will not, and will not authorize or knowingly permit any of its subsidiaries or any of its or their representatives to, directly or indirectly:

•

solicit, initiate, knowingly encourage or facilitate, or accept any proposal or offer that constitutes an Acquisition Proposal (as defined below); or

•

participate in any third-party discussions, conversations, negotiations or other communications regarding, or furnish to any other person any information with respect to any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal.

Under the terms of the Share Purchase Agreement, Intelsat has agreed to immediately cease and cause to be terminated any discussions with any party that relate to any Acquisition Proposal.

While the parties believe these provisions are reasonable, these restrictions might discourage a third party that has an interest in acquiring all or a significant part of Intelsat from considering or proposing an Acquisition Proposal, even if that party were prepared to pay consideration than the currently proposed Acquisition Consideration.

SES and Intelsat may have difficulty attracting, motivating and retaining executives and other key employees who are critical to its business in light of the Acquisition.

SES’s success after the Transactions will depend in part on the ability of SES to retain key executives and other employees of Intelsat. Uncertainty about the effect of the Acquisition on SES and Intelsat employees may have an adverse effect on each of SES and Intelsat separately and consequently the Combined Group. This uncertainty may impair SES and/or Intelsat’s ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the Acquisition, as employees of SES and Intelsat may experience uncertainty about their future roles in the Combined Group.

Additionally, Intelsat’s officers and employees may hold Intelsat common shares, and, if the Acquisition is completed, these officers and employees may be entitled to the CVR Consideration in respect of such Intelsat common shares. Officers and employees may hold RSUs and PSUs that will be automatically cancelled and converted into the right to receive from SES, in connection with the Liquidation, the CVR Consideration.

Pursuant to severance plans maintained by Intelsat, certain key employees of Intelsat are also entitled to receive severance payments upon a termination without cause and/or a resignation for “good reason” on or following completion of the Acquisition. Under these plans, certain key employees of Intelsat potentially could resign from his or her employment following specified circumstances set forth in the applicable plan, including an adverse change in his or her title, authority or responsibilities, compensation and benefits or primary office location that would result in the payments under the arrangements. These payments, individually or in the aggregate, could make retention of Intelsat officers and employees more difficult.

If key employees of SES or Intelsat depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the Combined Group, SES may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the Combined Group’s ability to realize the anticipated benefits of the Acquisition may be materially and adversely affected. No assurance can be given that the Combined Group will be able to attract or retain key employees to the same extent that Intelsat has been able to attract or retain employees in the past.

Furthermore, SES and Intelsat compete for employees with other satellite companies, as well as large and well-known companies. In the context of low unemployment rates and a shortage of qualified candidates, SES and Intelsat may have difficulties in hiring competent employees due to the Acquisition. If SES or Intelsat are unable to source and retain key talent, this could have a negative impact on their respective ability to deliver their respective objectives and, in turn, on SES’s business, financial situation and results.

Intelsat’s executive officers and directors have interests in the Acquisition that may be different from the interests of shareholders of Intelsat.

Intelsat shareholders should be aware that Intelsat’s directors and executive officers have interests in the Acquisition that may be different from, or in addition to, the interests of Intelsat shareholders generally, including potential severance benefits, upon certain types of termination of employment following the consummation of the Transactions, accelerated vesting and payment of outstanding RSUs and PSUs pursuant to the Share Purchase Agreement and rights to ongoing indemnification and insurance coverage. See “Interests of Intelsat’s Directors and Executive Officers in the Acquisition” beginning on page 60 of this prospectus for a more detailed description of these interests. The Intelsat Board were aware of these interests and considered them, in addition to other matters, in evaluating and negotiating the Share Purchase Agreement.

The unaudited pro forma combined financial information contained in this prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of SES and Intelsat prior to the Acquisition or that of the Combined Group following the Acquisition for several reasons.

Among other things, the unaudited pro forma combined financial information does not reflect the effect of any potential divestitures that may occur prior to or subsequent to completion of the Acquisition, the projected realization of cost savings following completion of the Acquisition or any changes in applicable law (including applicable tax law) after April 29, 2025. Please see the section titled “Certain Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 103 of this prospectus. The actual financial positions and results of operations of SES and Intelsat prior to the Acquisition and that of the Combined Group following the Acquisition may not be consistent with, or evident from, the unaudited pro forma combined financial information included in this prospectus.

In addition, the assumptions used in preparing the unaudited pro forma combined financial information included in this prospectus may not be realized and may be affected by other factors, which could lead to material changes to the Combined Group’s business that are not reflected in the unaudited pro forma combined financial information.

Intelsat shareholders will have limited recourse against Intelsat and its management and directors for any claims relating to the Transactions under the U.S. federal securities laws.

Intelsat is neither an issuer of the CVRs in connection with the Transactions nor otherwise subject to the rules and regulations of the SEC that are applicable to a U.S. public company. Furthermore, upon Intelsat’s completion of the Liquidation (See “The Liquidation” beginning on page 64 of this prospectus for a more detailed description of the Liquidation), Intelsat will cease to exist as a Luxembourg société anonyme under applicable law. Accordingly, Intelsat shareholders will have limited recourse against Intelsat and its management and directors for any claims relating to the Transactions under the U.S. federal securities laws.

RISKS RELATING TO THE CVRS

You will not be able to immediately determine the amount of cash to be received under the CVRs, which makes it difficult to value the CVRs.

If any payment is made on the CVRs, it will not be made until the Gross Proceeds, if any, subject to the terms and conditions of the CVR Agreement, are received by SES or its affiliates. Because the amount of any payment on the CVRs will not be able to be determined at the Closing and may not be determined for a significant period of time thereafter, it may be difficult to value the CVRs, and accordingly, it may be difficult or impossible for you to resell or transfer your CVRs. In addition, the CVRs will not have any voting or dividend rights, and interest will not accrue on any amounts payable on the CVRs. Accordingly, the Holders may not receive any payments on the CVRs.

An active public market for the CVRs may not develop which could have an adverse effect on the resale price, if any, of the CVRs or may limit its value.

The CVRs are a new security for which there is currently no public trading market and an active public trading market for the CVRs may not develop or be sustained, which would have an adverse effect on the resale price, if any, of the CVRs.

SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market and is under no obligation to do so. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue. The absence of a listing and the uncertainty as to whether any payments on CVRs will be made may limit the value of the CVRs.

Because there has not been any public market for the CVRs and SES has no current plans to list the CVRs on any securities exchange, the market price and trading volume of the CVRs may be volatile.

Neither SES nor Intelsat can predict the extent to which investor interest will lead to a liquid trading market in the CVRs or whether the market price of the CVRs will be volatile. The market price of the CVRs could fluctuate significantly for many reasons, including, without limitation:

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SES has no current plans, and has no obligation, to list the CVRs on any securities exchange;

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as a result of the risk factors listed in this prospectus;

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for reasons unrelated to the Combined Group’s operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by our customers or competitors regarding their own performance;

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regulatory changes that could have an impact on the Combined Group; and

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general economic, securities markets and industry conditions.

You may not receive any payment on the CVRs.

As described in more detail in the section entitled “Related Agreements - Contingent Value Rights Agreement” beginning on page 86 of this prospectus, the form of CVR Agreement to be entered into sets forth the rights of Holders to receive payments under the CVRs. The nature of rights under the CVR Agreement is contractual, and the Holders have no rights except for those expressly set forth in the CVR Agreement.

The events that could result in contingent payments may not occur due to numerous factors. Among other things:

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There may be no governmental order or legislation providing for the clearing of the C-band spectrum underlying the CVRs or any sale or transfer of SES and its subsidiaries usage rights for up to 100 MHz of the C-band downlink spectrum at 3.98-4.2 GHz which results in Gross Proceeds. If there is such an order, it may or may not provide for any payments to SES.

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No payments will be made under the CVR Agreement until the Gross Proceeds are received by SES or any of its affiliates, subject to the terms and conditions in the CVR Agreement.

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If SES is unable to receive the Gross Proceeds, there will be no CVR payments.

Accordingly, the value, if any, of the CVRs is speculative, and the CVRs may ultimately have no value.

SES may repurchase the CVRs, which may reduce the liquidity of the remaining outstanding CVRs.

The CVR Agreement does not prohibit SES from acquiring the CVRs, whether in open market or private transactions. Such acquisitions by SES may prevent the development of an active public trading market for the remaining CVRs or reduce the liquidity of the remaining CVRs, if any, which could adversely affect the resale price of the CVRs.

Regulatory agencies must approve the Acquisition and could impose conditions that affect the value of the CVRs.

SES and Intelsat intend to comply with antitrust laws, telecommunications laws, foreign direct investment laws and other laws and regulations of the United States and any other jurisdiction in which the Acquisition may be subject to review. In connection with giving their approval or consent to the Acquisition, applicable regulatory authorities could impose conditions on SES and Intelsat. Conditions imposed by regulatory authorities could impair the operation of the Combined Group or impact the value of the CVRs and, as a result, adversely affect the ability of the Combined Group to make payments under the CVRs.

The FCC’s current C-band proceeding could impact the value of the CVRs.

On February 27, 2025, the FCC adopted a Notice of Inquiry (“NOI”) seeking comment on whether to make some or all of the 3.98-4.2 GHz portion of the C-band available for more intensive use, which may be terrestrial, satellite-based, or a combination thereof. SES and Intelsat are each still in the process of analyzing the impact of the NOI and may file comments on it with the FCC. We can provide no assurances as to the outcome of this proceeding, including whether it will ultimately result in an order that changes the rights of SES and Intelsat or the Combined Group to use or monetize the C-band spectrum, or whether it will provide for any auction of C-band spectrum or the receipt of proceeds by SES, Intelsat, or the Combined Group in connection with any such auction. The action taken by the FCC in this proceeding could affect the value of the CVRs. The timing and outcome of the FCC proceeding is outside the control of SES and Intelsat.

The amount of Applicable Expenses incurred by SES in connection with an event of Qualified Monetization may significantly reduce any payment on the CVRs.

The aggregate amount payable to Holders in connection with any event of Qualified Monetization (as defined below) will be reduced by the amount of Applicable Expenses (as defined below) incurred by SES in connection with such event of Qualified Monetization (including any Tax Costs (as defined below)), and, therefore, the payments actually received by a Holder may be significantly less than such Holder’s pro rata portion of the Gross Proceeds received by SES.

The U.S. federal income tax treatment of the CVRs is uncertain.

The U.S. federal income tax treatment of the CVRs is uncertain. There is no authority directly addressing the U.S. federal income tax treatment of receiving payments on the CVRs and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain. For example, payments with respect to the CVRs could be treated as payments with respect to a sale or exchange of a capital asset or as giving rise to ordinary income. In addition, it is unclear how a U.S. Holder of the CVRs would recover its adjusted tax basis with respect to payments thereon. It is also possible that, were a payment to be treated as being with respect to the sale of a capital asset, a portion of such payment would constitute imputed interest.

Accordingly, there will be some uncertainty as to the amount, timing and character of any gain or loss recognized by a Holder. For a more detailed summary of the U.S. federal income tax treatment of the CVRs, see “U.S. Federal Income Tax Considerations of the Transactions —U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs” beginning on page 96 of this prospectus.

RISKS RELATING TO SES’S BUSINESS

SES has several large customers, the loss of any of which could materially reduce its revenue and materially adversely affect its business.

SES generates its revenue primarily from commercial agreements that provide satellite transponder capacity and associated services and solutions to its customers. Certain customers have major or significant contracts with SES. However, SES’s customer base is subject to constant change, both in terms of volume and type of service purchased. Some of SES’s major customers could decide not to renew their contracts, seek to renew them on scope or terms that are less favorable to SES or, where a contract contains an early-termination right, may terminate a contract before the end of its term. Given the fast-changing nature of the industry, if a customer decides not to renew an agreement (for example, as a result of developing or increasing relationships with other operators or moving to other telecommunications solutions), it may take a number of years before SES has the opportunity to replace that business. Also, if key customers cease or reduce their purchases from SES by developing or increasing relationships with other satellite solution providers (or moving to other telecommunications solutions) and such key customer cannot be replaced, SES’s revenue may be impacted negatively.

In addition, key customers may go bankrupt or combine with other customers through mergers and acquisitions. Consolidation in the industries in which SES’s customers operate may increase their bargaining power and leverage when negotiating agreements with SES, leading to pressure on pricing. Budget cuts may also be imposed on SES’s governmental customers.

The loss of large customers or the reduction in demand for our services from customers for any of the reasons described in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

SES is exposed to general customer counterparty risk, especially in developing markets.

SES is exposed to risks associated with the financial condition of its customers and their ability to fulfil their contractual obligations. If any customer experiences financial difficulties or fails to fulfil its contractual

commitments to SES, SES may incur costs enforcing its contractual rights and may incur significant losses. SES has a number of customer contracts where the customer’s payments to SES are scheduled towards the end of the contractual term but the revenue is recognized in SES’s accounts on a linear basis under IFRS accounting standards. As a result, if a customer experiences financial difficulties or fails to fulfil its contractual commitments to SES, SES may not only fail to receive the revenue due from the customer but may also have to record a loss to offset the revenue already recognized in its financial statements.

The level of customer credit risk faced by SES may increase as it grows revenue in developing markets because credit risk tends to be higher in these markets. Any failure of SES’s customers to fulfil their contractual commitments to SES could have a material adverse effect on SES’s business, financial condition and results of operations.

SES may experience a launch delay or failure or other satellite damage or destruction during launch, which could lead to a total or partial loss of the satellite.

Launch delays are a possibility. Satellite launch and in-orbit insurance policies do not compensate for lost revenues and other consequential losses. There is always a small but inherent risk of launch or early-orbit failure, resulting in a reduced satellite lifetime and/or functionality or the total loss of a satellite.

A launch delay or failure could result in significant delays in the deployment of satellites because we will need to secure another launch opportunity, whereas a launch failure will require us to construct a replacement satellite, which will involve significant replacement cost, that may or may not be covered by insurance and could take two years or longer to replace. Although it may be possible in some cases to transfer such launch to another launch service provider, the limited number of launch service providers and the process of scheduling a replacement launch may result in further delays and may limit SES’s options. Launch failure or delays may cause the loss of frequency rights at certain orbital positions, reduce satellite lifetime in the case of an incorrect orbit injection, reduce functionality of the satellite, result in total loss of a mission and, to the extent that there are no other satellites that can be readily redeployed to carry the traffic that we were contracted for, could result in delays in the onset of projected revenue streams or loss of revenue.

In addition, since commercial agreements are signed ahead of launch and generally include provisions allowing a customer to terminate the agreement if such launch fails, is delayed or launch failures are not remedied before an agreed date, any launch failure or delay could cause SES to lose customers to competing satellite operators. Even where launch failures or delays are remedied, such failures or delays could damage SES’s reputation. Satellite launch and in-orbit insurance policies generally do not compensate for lost revenue due to the loss of customers to competitors because of interruption to services or for consequential losses resulting from any launch delay or failure.

The occurrence of launch failures and launch delays could therefore have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s satellites may experience in-orbit destruction, damage or other failures or degradations in performance that could impair the satellites’ commercial performance.

A satellite may suffer in-orbit failures ranging from a partial impairment of its commercial capabilities to a total loss of the asset. Such failure may result in SES not being able to continue to provide service to some of its customers.

Satellite malfunctions, commonly referred to as anomalies, can occur as a result of:

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the satellite manufacturer’s error, including an undetected design, manufacturing or assembly defect, or the use of a new technology that proves to be faulty;

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problems with the satellite’s power systems, including circuit failures or other array degradation causing reductions in the power output of the solar arrays on the satellites;

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problems with the satellite’s control systems; or

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general failures, including premature component failure.

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certain of SES’s satellites have experienced, and may in the future experience, anomalies or failures, which could lead to:

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a degradation in commercial performance;

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a reduction in transmission capacity;

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a reduction in the satellite’s operational life;

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outages;

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a reduction in the quantity of operating transponders; or

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the total loss of a satellite.

These anomalies or failures could result in lost revenue until a replacement satellite is launched and could result in increased expenses to replace the satellite. In addition, to the extent that SES has multiple satellites with similar design, problems experienced with one satellite may be experienced with other satellites.

In the event of a GEO satellite failure, SES may not be able to continue to provide service to its customers from the same orbital position or at all, which could harm SES’s reputation and adversely affect its ability to retain existing customers or attract new customers.

The occurrence of any of the risks in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

The actual longevity of SES’s satellites may be shorter than their estimated initial design lives.

The initial design life of a satellite is typically 15 years for GEO satellites and 12 years for medium earth orbit (“MEO”) satellites. The value of a satellite is normally depreciated on a straight-line basis over this period. Changes in the expected fuel life of a satellite, in-orbit anomalies or other technical or commercial factors, may result in its actual life being shorter than designed. If this were to occur, depreciation of the satellite may be accelerated, the lifetime revenue generated by such satellite reduced, thus, resulting in a reduction in the return on investment on the satellite, which in turn could have a material adverse effect SES’s business, financial condition and results of operations.

SES relies on a limited number of launch providers to launch its satellites.

SES relies on a limited number of launch service providers. As such, delays may be incurred in launching satellites in the event of a prolonged unavailability of service from a launch service provider. Any prolonged unavailability of a launch provider could cause a global shortage in launch service capacity, which in turn could adversely affect SES’s business, financial condition and results of operations.

SES is reliant on a small number of satellite manufacturers and secondary suppliers.

SES relies on a small number of satellite manufacturers for the construction of its satellites and suppliers of key components of communications satellites (referred to as secondary suppliers). Dependency on a small number of satellite manufacturers and secondary suppliers may reduce SES’s negotiating power and access to advanced technologies and result in increased satellite procurement risk (for example, due to technical difficulties and design problems with a particular satellite model). SES’s reliance may also result in a higher

concentration of risk. SES may experience significant delays in procuring new satellites in the event satellite manufacturers experience prolonged problems, operational difficulties or financial difficulties. Furthermore, the difficulties caused by any technical problems with the design of a particular satellite model may be multiplied if several satellites of that design are purchased from that manufacturer. SES may experience significant delays in acquiring and launching new satellites in the event of prolonged problems at one of its secondary suppliers.

The occurrence of any one of the defects or delays described in this paragraph could adversely affect SES’s business, financial condition and results of operations.

SES may not be able to obtain adequate insurance or the desired level of coverage, and insurance premiums may increase.

Satellite insurance is a cyclical market and the price, terms and availability of satellite insurance has fluctuated over the years. Losses experienced by this market in recent years have resulted in a significant hardening of market conditions, which could result in increases in the amount of insurance premiums paid by SES to cover its risks and affect its ability to obtain the desired levels of coverage. This would in turn increase SES’s costs and have an adverse effect on its business, risk profile, financial condition and results of operations.

Satellites may be subject to damage or loss from events that might not be covered by insurance policies.

SES maintains pre-launch, launch and initial in-orbit insurance, as well as third party liability insurance for its satellites. The insurance policies generally contain customary market exclusions from losses resulting from:

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military or similar action;

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any anti-satellite device;

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electromagnetic and radio interference (except for physical damage to a satellite directly resulting from this interference);

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confiscation by any governmental body;

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insurrection and similar acts or governmental action to prevent such acts;

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nuclear reaction or radiation contamination;

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willful or intentional acts by the insured causing the loss or failure of satellites;

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terrorism; and

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cyber attacks.

Furthermore, these insurance policies do not provide compensation for business interruption, loss of market share, reputational damage, incidental and consequential damages. In addition, SES’s third-party liability insurance (which covers losses arising from third party bodily injury and property damage caused by, amongst other things, launch failures and satellite collisions) is subject to a single limit of €400 million of coverage for any one occurrence.

Losses arising from any of the factors in this paragraph could result in material increases in costs or reductions in expected revenue and profits, either of which could have a material adverse effect on SES’s business, financial condition and results of operations.

SES may not be successful in renewing its existing commercial agreements, or in renewing them on terms that are similar to their current terms.

SES’s commercial contracts vary in length. Contracts with customers can vary significantly in term. If SES is unsuccessful in obtaining the renewal of its commercial agreements when they come up for renewal or is unable to obtain commercial terms similar to those currently reflected in its agreements, such as due to budget cuts affecting governmental or other customers, revenue could be adversely affected for some time.

The inability to renew commercial agreements on terms as favorable as existing agreements could have a material adverse effect on SES’s business, financial condition and results of operations.

Information systems, satellite control, operations and communication networks and other technologies are critical to SES’s operating activities and the fulfilment of its commercial obligations to its customers. SES’s operations may be subject to hacking, malware and other forms of cyber-attacks. Due to the high sophistication of certain attackers and an increasing number of cyber-attacks, it may not always be possible to prevent every such event. Any such event could have an adverse impact on SES’s operations, including service disruption or malfunctions, loss of customers, non-compliance with legal and regulatory requirements, inadvertent violations of data protection, export control and other relevant laws, damage to SES’s reputation or result in damage to SES’s properties, equipment and data. Such an event also could result in large expenditures necessary to repair or replace such networks or information systems or to protect them from similar events in the future. Third parties may also experience errors or disruptions that could adversely impact SES’s business operations and over which SES has limited control.

SES could be exposed to significant costs, fines and penalties if such risks were to materialize, and such events could damage SES’s reputation and credibility and have a negative impact on its revenue.

The occurrence of any such events or security breaches could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s international operations are subject to a number of risks that could negatively affect future operating results or subject SES to criminal and civil enforcement actions.

SES conducts business around the world. International business is subject to a variety of risks, including:

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lack of developed and/or independent legal systems to enforce commercial, legal and regulatory rights;

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greater risk of uncollectible accounts and longer collection cycles;

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foreign currency exchange volatility;

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inflation and deflation;

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fraud and political corruption;

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anticompetitive or protectionist behavior;

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uncertain and changing tax rules, regulations and rates;

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logistical and communication challenges;

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economic and financial conditions in the markets in which SES operates; and

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political conditions in the markets in which SES operates as well as geopolitical events in or affecting such markets (such as the currently on-going conflict between Russia and Ukraine, as well as the war in Gaza and tensions in the Middle East more generally).

In addition, SES may be subject to civil or criminal liability under the U.S., United Kingdom, EU, Canada and other laws and regulations pertaining to economic sanctions, export controls, competition and anti-bribery requirements. SES has procedures, policies and controls in place that are designed to detect and prevent instances of non-compliance with such requirements. There have nonetheless been a few instances when SES has identified activities that may have constituted violations of applicable requirements.

In such circumstances, SES has taken prompt action to investigate and remediate such activities and to adjust its controls to prevent such occurrences in the future. Any failure by SES to obtain or maintain required licenses and authorizations or failure to comply with sanctions, export control, competition and anti-bribery laws and regulations may render it impossible for SES to provide satellite capacity and services to certain countries or customers and potential customers. Further, any failure by SES to obtain or maintain required licenses and authorizations or failure to comply with sanctions, export control, competition, and anti-bribery laws and regulations may render it impossible for SES to provide satellite capacity or services to countries that are subject to sanctions, to purchase satellites and equipment from certain vendors (including U.S. manufacturers and suppliers), restrict SES’s ability to conduct business with U.S. government entities, expose SES and its employees to significant fines and other penalties and/or cause reputational damage. Additionally, the failure of SES’s vendors or suppliers to obtain the necessary export and other authorizations could affect SES’s ability to acquire, launch or operate satellites.

Risks and violations of international and national laws and regulations may negatively affect future operations or subject SES to criminal or civil enforcement actions, including potential financial penalties. Although SES has policies and procedures to monitor and address legal and regulatory compliance, there can be no guarantee that such policies and procedures will prevent all violations of applicable regulations. Moreover, there can be no guarantee that SES’s employees or agents will not violate these requirements or will not engage in activities that result in SES’s direct or indirect violation of such applicable regulations. See “— See Risk Factor Relating to — SES is subject to export control laws including those of the United States which may preclude exporting satellites for launch, satellite-related hardware, technology, data and services or preclude sourcing these items in the United States.” below for further information.

SES’s business with the U.S. government is subject to U.S. national security laws and regulations. As a result of the indirect ownership by a non-U.S. parent company and the classified nature of its business, SES Space & Defense (SES S&D) (“SES S&D”) is currently subject to a proxy agreement (the “Proxy Agreement”) with the U.S. government. The imposed proxy structure is common practice for businesses serving certain segments of the U.S. government. The Proxy Agreement places strict limitations on the information that may be shared between SES S&D and SES and its subsidiaries. The Proxy Agreement also imposes various restrictions on the control of SES S&D by SES. SES S&D operates under the leadership of an independent proxy board approved by the U.S. Department of Defense. SES’s internal controls and SES’s internal audit may not be fully effective or implemented due to the restrictions imposed by the Proxy Agreement. Further, a breach of the Proxy Agreement could place all or part of the SES S&D business with the U.S. government at risk.

The occurrence of any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s operations and systems are subject to external threats, including sabotage, terrorist attacks and natural disasters.

As a satellite operator, SES is subject to a number of risks that could impair its operations and systems, including sabotage, terrorist acts, piracy, attack by anti-satellite devices, jamming, unintentional interference and natural disasters. Such occurrences are generally excluded from SES’s insurance coverage. See “ —Risks Relating to SES’s Business—Satellites may be subject to damage or loss from events that might not be covered by insurance policies”.

The occurrence of any of these risks may lead to a temporary or permanent interruption in service and/or result in a loss of customers, reputational damage or reduced revenue, any of which could have a material adverse effect on SES’s business, financial condition and results of operations.

SES is exposed to risks inherent in doing business in developing markets.

The current geopolitical risk environment is high, with active conflict in the Middle East and in Ukraine, and the possibility of more in Europe, the Middle East and the Pacific. The ongoing changing landscape in relation to U.S. politics may also drive implications on U.S. and European defense policy and expenditure.

SES’s development strategy involves targeting new geographical areas and developing markets, such as in Africa, Latin America and Asia and potentially developing joint ventures or partnerships with local telecommunications, media and financial businesses in such markets in order to improve market access for its services.

Expansion into these regions may not be successful, and even if successful, SES is exposed to the inherent risks of doing business in those regions, such as instability arising from political or economic factors or differences in legal and regulatory regimes. See “—Risks Relating to SES’s Business—SES’s international operations are subject to a number of risks that could negatively affect future operating results or subject SES to criminal and civil enforcement actions,” for additional information.

Such instability could cause difficulties in SES’s ability to operate, increase costs or lead to an unexpected reduction in the demand for SES’s services. In addition, in some developing markets, customers may be less financially secure and run a higher risk of insolvency than in more developed markets. The failure of a customer to make payments for SES’s services or honor its agreements would lead to a reduction in SES’s revenue. Protectionist policies on foreign satellite capacity (national operator preference) as well as sanction regimes in certain countries pose further risks, mainly in developing markets.

The occurrence of any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

SES is subject to general risks associated with its strategic investments.

SES has a number of strategic investments that it does not fully control and may enter into similar arrangements in the future. As a result, SES is dependent in part on the cooperation of other investors and partners in protecting and realizing the full potential of certain investments. SES may not be able to prevent strategic partners from taking actions that are contrary to SES’s business interests or objectives or are inconsistent with SES’s views of what is the best strategy for the investment. In certain circumstances, it may become necessary for SES to invest further funds or fulfil its contractual obligations, or SES may be restricted from realizing the value of its investment.

For more information about SES’s strategic investments. See “—Risks Relating to SES’s Business—Business Strategic Investments,” for additional information.

SES is exposed to the risk of increasing the sales of lower margin value-add services compared to the typically higher margin satellite capacity sales.

SES’s development strategy includes improving our offerings by trying to differentiate ourselves with an increased focus on sales of value-add services to counter competition and commoditization of traditional satellite capacity sales. An unsuccessful execution of this strategy may lead to significantly higher costs, that may not be compensated by identical or higher revenues, or the loss of operational efficiency, leading to customer dissatisfaction.

Any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

Pursuing external growth opportunities or contracts may not yield the expected benefits.

As part of its strategy, SES regularly evaluates opportunities to make strategic acquisitions or to increase its stake in ventures in which it currently has an interest. SES’s desired strategic investments may not yield expected benefits due to a number of factors including uncertain or changing market conditions, financing costs and legal and regulatory issues.

In addition, if SES were to enter into significant new contracts in the future (including in relation to the European Commission’s IRIS European secure satellite connectivity project), these would carry execution, operational, market and financial risks associated with such projects, including additional capital expenditure.

Failure to pursue or complete strategic growth opportunities or the potentially significant expenditure incurred in entering new contracts may prevent SES from growing its business, which could in turn result in a material adverse effect on SES’s business, financial condition and results of operations.

The telecommunications industry is highly competitive, and SES faces competition from satellite (GEO, MEO and LEO), terrestrial (fixed and wireless) networks, and alternate distribution technologies.

SES is subject to a number of risks relating to competition. SES’s competitors include other satellite operators, as well as many national and regional operators. In addition, competitive entry by various in-orbit and planned LEO constellations is a highly disruptive development in the satellite eco-system. Based on strong financial backing, vertical integration and technological advancements, such competitors have entered or are planning to enter market segments that SES is targeting.

The development of national satellite programs may hinder SES’s ability to compete in those countries on standard economic terms. The new capacity (which may be significant) may also negatively impact the transponder supply/demand dynamics in those markets and result in lower transponder capacity pricing. The implementation of national satellite systems may also increase the risk that market access for foreign satellite operators will be restricted. In addition, some national operators enjoy advantages in their domestic markets, such as tax and regulatory advantages or government funding, that are not available to SES. These or other competitive advantages could result in a reduction in SES’s business in such regions.

SES’s business is vulnerable to increasing presence from non-traditional video distribution options, new Direct-to-Consumer (“D2C”) offers and other online video players. While relying on a distribution architecture that does not include satellites, in most cases, these options provide SES’s customers with alternative and increasingly favored means of reaching their audiences than via satellite.

Developments and increasing competition in the media segment could result in a demand reduction for SES’s satellite services and/or pricing changes resulting in a significant negative impact on its revenues. Content providers that utilize satellite services for traditional broadcast and cable distribution are investing heavily in making their content available via Internet-based streaming and on-demand services. As a result, viewers are increasingly “cutting the cord” on cable and satellite TV services and switching from linear TV consumption facilitated by satellite to on-demand consumption via various streaming platforms over the Internet. These shifting consumer preferences and the emergence of terrestrial technological substitution, particularly non-linear over-the-top (“OTT”) services, could result in a reduction in demand for satellite-based distribution.

SES also faces competition from other forms of communications technology and services, such as providers of mobile satellite communications solutions as well as terrestrial (fixed and wireless) networks, including cable, fiber optic, digital subscriber line (“DSL”), radio relay broadcasting, very-high-frequency/ultra-high-frequency transmission, worldwide interoperability for microwave access (“WiMAX”), advanced Wi-Fi, 2G, 3G, 4G/long-term evolution (“LTE”) and 5G. Any increase in the technical and commercial effectiveness or geographic spread of these competing service providers and technologies could result in a reduction in demand for SES’s satellite service offering and could make it more difficult for SES to retain or develop its customer portfolio.

Some terrestrial (fixed and wireless) operators may receive federal or state aid and subsidies not available to SES, which could give them a competitive advantage over SES.

The technological advancement of competitors to bolster cost efficiency, the disruption of existing business models by non-satellite players, and significant competition between satellite solution providers could lead to an oversupply of the services we provide, greater pressure on prices of such services or a reduction in the demand for SES’s services, which could negatively impact our profits or revenue. These could in turn have a material adverse effect on SES’s business, financial condition and results of operations.

Changes in technology or the satellite communications market could make SES’s satellite telecommunications system obsolete or subject to lower or reduced demand.

Although, on the whole, the demand for satellite communications has been stable over the past years, in the future the market may not grow as much as expected, may not grow at all, or it may shrink. Technological innovations that serve as alternatives to satellites could render satellite technology obsolete or less cost-competitive, and consumer viewing preferences may shift in a way that makes other technologies better suited to delivering the broadcast content that currently accounts for a big part of the demand for SES’s commercial offering. The use of new technology to improve signal compression rates or changes in consumer preferences (such as increased demand for new forms of video distribution, in particular non-linear or linear content provision via broadband technologies by existing pay-TV providers or “over-the-top” by new entrants, or increased consumption via devices not fed directly or indirectly via satellite), or future trends in viewing not yet anticipated, could lead to a reduction in demand for SES’s satellite capacity and associated services and solutions. Existing technologies, such as fiber optic cable, are currently competing with satellite technology and expanding their geographic reach and may experience innovations that make them more effective competition for satellites. See “—Risks Relating to SES’s Business— The telecommunications market is highly competitive and SES faces competition from satellite (GEO, MEO and LEO), terrestrial and wireless networks,” for additional information.

Similarly, demand for the current generation and future generations of high definition television (HDTV) and ultra-high definition television (UHDTV) which SES expects to be a major driver of demand for satellite capacity in future periods, may fail to reach the levels SES currently expects, which could lead to lower than expected demand for SES’s capacity.

If SES cannot quickly and efficiently adapt to these changes, its satellites could become obsolete or less competitive, leading to an inability to retain existing customers or attract new customers, a reduction in demand for its services, and a negative impact on revenue.

Any of these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

If SES or its customers fail to obtain and maintain required regulatory approvals, SES may not be able to operate its existing satellites or maintain or expand its operations.

SES must obtain and maintain approvals from authorities to operate or offer satellite capacity or services. This often involves significant time and expense. For example, SES must obtain authorization or market access (i.e., permission to offer services or capacity) in certain countries to permit SES’s satellites to transmit or receive signals to, from or within these countries. The failure to obtain or maintain the necessary authorizations to operate satellites or to obtain the requisite market access or approvals to provide services in certain countries could lead to loss of revenue. In addition, licensing authorities may revoke rights to use frequencies at an orbital location if that orbital location is left vacant beyond the period permitted by such regulator. If SES cannot obtain, is delayed in obtaining or does not maintain in good standing, the required regulatory approvals or loses authorizations as a result of changes to regulations or other government actions, it may not be able to provide existing or future services to customers or expand to new customers or into new services.

In addition, customers are responsible for obtaining and maintaining certain regulatory approvals for their operations. As a result, there may be governmental regulations of which SES is not aware or which may adversely affect the operations of customers. SES could lose revenue if customers fail to comply with such approvals, if regulations are changed and customers are unable to satisfy the terms of any new regulations, if necessary, approvals are not granted on a timely basis or at all, in any jurisdictions in which customers wish to operate or provide services or if applicable restrictions in those jurisdictions become unduly burdensome.

The occurrence of any of the risks in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

As a foreign private issuer under the Exchange Act, SES is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, SES is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the SES Board and SES’s officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information relating to SES than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by SES in accordance with Luxembourg law, which may differ in scope, substance or timing from such disclosure requirements under the Exchange Act. It is expected that after the Acquisition, SES will remain a foreign private issuer.

SES’s status as a foreign private issuer is subject to an annual review and test and will be tested again as of June 30, 2025 (the last business day of its second fiscal quarter of 2025).SES would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of SES’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of SES’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of SES’s assets are located in the United States; or (iii) SES’s business is administered principally in the United States. If SES loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, SES would likely incur substantial costs in fulfilling these additional regulatory requirements and members of SES’s management would likely have to divert time and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled.

If SES remains a foreign private issuer after the Acquisition, you may not have the same protections afforded to shareholders of companies that are required to comply with all of Exchange Act rules.

SES’s business is subject to extensive regulation and is sensitive to regulatory changes in each of the countries in which it provides services.

The operation of SES’s business is and will continue to be subject to the laws and regulations of the governmental authorities of the countries where SES operates, uses radio spectrum, offers satellite services and/or capacity. Regulation and legislation are extensive and outside SES’s direct control. New or modified rules, regulations, legislation or decisions by a relevant governmental, inter-governmental entity or the International Telecommunication Union (“ITU”) could materially and adversely affect operations.

In particular, the operations of SES’s existing satellites are authorized by, among others, the Grand Duchy of Luxembourg (Luxembourg), the U.S., the Netherlands, Germany, France, the United Kingdom, Gibraltar, the Bailiwick of Jersey (Jersey), Mexico, Canada, Sweden, Bermuda, the Andean Community and Brazil, and therefore subject to the regulatory authority of those jurisdictions. Although SES believes that it is substantially in compliance with regulatory requirements in these countries and the countries in which it operates and offers satellite capacity and services, there can be no assurance that SES will maintain the authorizations necessary to operate its existing satellites or obtain required authorizations in the future, which would affect future prospects.

In addition, SES’s operations are subject to various laws and regulations relating to sustainability. SES, as an owner or operator of property and in connection with current and historical operations at some of its sites, could incur significant costs, including clean-up costs, fines, sanctions and third-party claims, as a result of violations of or liabilities under sustainability laws and regulations, including Corporate Sustainability Due Diligence Directive, Directive 2006/114/EC concerning misleading and Comparative Advertising (Greenwashing) and the Corporate Sustainability Reporting Directive laws. SES believes that its operations are in compliance with sustainability laws and regulations.

Furthermore, SES may in the future become subject to laws and regulations of which it is not presently aware. If SES fails to comply with all applicable laws and regulations, it could lose revenue from services provided to the countries covered by those laws and regulations and subject SES to criminal or civil penalties.

Failure to obtain or maintain the required authorizations described in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

The ITU or national administrations may not allocate orbital slots and associated frequencies to permit SES to maintain or augment its satellite systems, or may restrict SES’s access to frequencies on its satellite systems.

SES needs access to orbital slots and associated frequencies to permit it to maintain or grow its satellite system and service offerings.

The ITU establishes radio regulations and is responsible for the allocation of spectrum for particular uses, and the allocation to particular national administrations of orbital locations and/or spectrum. SES can only access spectrum through ITU filings made by national administrations.

Orbital slots, satellite orbits and associated frequencies are a limited resource. The ITU and national regulators may reallocate spectrum from satellite to terrestrial uses. National administrations are increasingly charging for access to spectrum by way of fees and auctions. In addition, national administrations may revoke SES’s rights to use spectrum, even when SES has an established business at a particular orbital location.

Any reallocation of spectrum from satellite to terrestrial uses or fees by national administrations may have a significant adverse effect on SES’s business, financial condition and results of operations.

Like other satellite operators, SES is required to record, through relevant national administrations, frequencies and orbital locations used by its satellites with the ITU and to coordinate the operation of its satellites with the satellite networks filed with the ITU through other national administrations so as to prevent or reduce harmful interference between its satellites and the satellites of other operators. It may not always be possible to achieve successful coordination. This could affect the planned operation by SES of its satellites. In certain cases, SES might also be required to coordinate any replacement satellite that has performance characteristics which differ from those of the satellite that it replaces.

As a result of such coordination, SES may be required to modify the proposed satellite coverage areas or satellite design or transmission plans in order to eliminate or minimize harmful interference with other satellites or ground-based facilities. Those modifications may mean that use of a particular orbital position or frequencies is restricted, possibly to the extent that it may not be economical to replace a satellite. In addition, interference concerns of a country may affect the ability of SES’s satellite network to generate revenue due to the operational restrictions that the country may impose. Such operational restrictions may include, but are not limited to, restricting transponder power over the intended area, requiring receiving or transmitting earth stations to use a minimum antenna size or using steerable coverage to avoid a specific geographical area.

Similarly, if and to the extent that ITU regulations or other contractual or regulatory constraints fail to prevent competing satellite operators from operating their satellites in a manner that causes harmful interference with existing or future satellites operated by SES, the performance of SES’s satellites in the affected areas could be adversely affected.

Coordination issues with other satellite operators arise from time to time, and SES may not always be able to resolve such issues quickly, or at all, which could lead to reputational harm, loss of customers, deterioration of SES’s relationships with other operators, degradation of signal quality resulting from interference from satellites of other operators, operating or design restrictions that make SES’s services in a particular region less competitive or non-economic or limit SES’s ability to fully utilize the capabilities of a particular satellite or satellite system, and, to the extent an issue is not resolved in SES’s favor, potential loss of rights. Such issues also expose SES to the risk of litigation.

Any of the factors described in this paragraph could have a material adverse effect on SES’s business, financial condition and results of operations.

Orbital locations, satellite orbits or frequency bands that SES uses or is planning to use may become available for other satellite operators to use if SES does not:

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occupy unused orbital locations or satellite orbits by specified deadlines;

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maintain satellites in their orbital locations or satellite orbits; and/or

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operate in all the frequency bands that have been filed at the ITU and for which a license has been received.

SES has access to orbital locations and satellite orbits that have been filed at the ITU through various national administrations. For each filing, the ITU and the national regulators impose conditions that must be met in order to secure use of the spectrum and SES must determine, based on those conditions, which frequencies it will bring into use and on what schedule. Operational issues like satellite launch failure, construction or launch delay or in-orbit failure can compromise SES’s access to the spectrum at specific orbital locations and satellite orbits. SES is committed to the highest quality in satellite procurement and launch, which helps to reduce this risk. In addition, SES’s large fleet may permit the relocation of in-orbit satellites in order to meet the regulatory conditions. However, there is no guarantee that SES will always be able to prevent this risk and the loss of an orbital location could have a material adverse effect on SES’s business, financial condition and results of operations.

SES must comply with applicable export control laws and regulations including applicable U.S. and EU export control laws in connection with any information, data, services, products or materials that it provides to, or receives from, companies relating to communications satellites, launch vehicles and associated equipment, customer equipment and data related to each. SES may not be able to maintain normal international business activities or meet customer commitments if:

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export licenses or approvals cannot be, or are not, obtained or are obtained but later withdrawn due to breach of or changes in policy;

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export licenses or approvals are not obtained in a timely manner;

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export licenses or approvals do not permit transfer of some or all items requested;

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launches with their products or materials are not permitted by certain suppliers or in certain regions; or

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the requisite license, when granted, contains conditions or restrictions that pose significant commercial or technical issues.

Such occurrences could impede construction and delay the launch of any future satellites, or the delivery of customer services, negatively impacting current or future revenue, which could have a material adverse effect SES’s business, financial condition and results of operations.

Global economic turmoil, trade wars and tariffs, and regional economic conditions could adversely affect SES’s business.

Global economic turmoil resulting from events such as wars, including trade wars, recession, global pandemics, bank failures, inflation or rising interest rates, may cause general tightening in the credit markets, lower levels of liquidity, increases in rates of default and bankruptcy, levels of intervention from the European Union and foreign governments, decreased consumer confidence, overall slower economic activity and extreme volatility in credit, equity and fixed income markets.

A decrease in economic activity in regions of the world in which SES operate, including in developed and developing countries may have a negative effect on our performance, which could delay the onset of new revenue and could adversely affect demand for our products and services. This situation could be further worsened by political instability in such countries and their governments’ inability to take timely action to deal with such crisis. Furthermore, financial institution failures may make it more difficult to finance any future acquisitions or engage in other financing activities. These factors could adversely affect our revenue and earnings.

Imposition of tariffs or other trade barriers and changes in trading policies, potential retaliatory measures, or uncertainties in international trade policies and regulations may adversely impact SES’s operations, particularly given SES’s presence across multiple jurisdictions. We are unable to predict the ultimate result or duration of any changes to tariffs imposed by the U.S. or any other country, or tariff countermeasures that may be taken by any country.

SES is exposed to risks associated with macroeconomic conditions in the global economy, both in developing markets and developed markets.

An economic slowdown in the countries where SES operates may have a negative effect on SES’s performance if potential customers face difficulties funding their business plans, which could in turn delay the onset of new revenue and have an impact on the demand for SES’s products and services. This situation could be further affected by measures concerning the currencies adopted in the countries where SES operates, as well as

by political instability and governments’ inability to take timely action to deal with the crisis. Where such risks materialize, this could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s ability to provide services in certain countries or to certain customers or end users may be restricted or prohibited due to sanctions compliance laws and regulations.

As an international company, SES’s business is subject to applicable financial and trade sanctions compliance laws and regulations. Sanctions laws and regulations restrict SES’s ability to provide services or export hardware or software in or to certain countries, persons or specific entities. In some cases, SES may be able to obtain an authorization from the relevant sanctioning country in order to provide service that would otherwise be prohibited by sanctions; however, there is no guarantee that such authorization will be granted. As a result, SES may be required to forgo commercial opportunities that are subject to sanctions.

SES has policies and systems in place designed to monitor the company’s activities and to prevent engaging in prohibited activities or dealing with sanctioned parties. Failure to obtain or maintain required sanctions authorizations or failure to comply with applicable sanctions laws and regulations could have a material adverse effect on SES’s business, financial condition and results of operations.

Failure to generate cash flow or access other capital resources could force SES to reduce its operations or default on debt service obligations.

If, for any reason, SES is not successful in implementing its business model, cash flow and capital resources may not be sufficient to repay indebtedness. If SES were unable to meet debt service obligations or comply with covenants, a default under debt agreements would occur. To avoid a possible default or upon a default, SES could be forced to reduce or delay the completion or expansion of the satellite fleet, sell assets, obtain additional equity capital or restructure its debt. Any such action could have a material adverse effect on SES’s business, financial condition and results of operations.

SES’s financial results may be materially adversely affected by unforeseen additional tax assessments or other tax liabilities.

SES does business in many different countries and is subject to tax liabilities on its business operations in multiple tax jurisdictions. SES makes provisions in its accounts for current and deferred tax liabilities and tax assets based on a continuous assessment of tax laws relating to it.

SES may become subject to unforeseen material tax claims, including late payment interest and/or penalties, and in some cases retroactive tax assessments.

If SES becomes subject to a significant amount of unanticipated tax liabilities or has its transfer pricing arrangements successfully challenged, it could have a material adverse effect on SES’s effective tax rate, business, financial condition and results of operations.

SES is exposed to liquidity, currency and foreign exchange, interest rate and counterparty risks.

SES is exposed to risks in relation to liquidity, foreign currency, interest rates, credit risk on financial assets, financial credit from counterparties and capital management. Failure to adequately manage these risks could have a material adverse effect on SES’s business, financial condition and results of operations.

SES is exposed to impairment of intangible assets, property plant & equipment and assets in the course of construction.

SES’s intangible assets, satellites and ground segment assets are valued at historical cost less amortization, depreciation and accumulated impairment charges. Impairment testing procedures are performed annually, or

whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The SES Group determines an estimate of the recoverable amount, as the higher of: (1) the fair value less cost of disposal and, (2) its value-in-use, to determine whether the recoverable amount exceeds the carrying amount included in the consolidated financial statements.

As a result of the impairment tests conducted as of December 31, 2024, no impairment charges against goodwill were recorded (2023: €1,548 million). In addition, the SES Group recorded €93 million of impairment reversal related to orbital slot license rights for the year ended December 31, 2024 (2023: €1,677 million of impairment expense). The SES Group’s goodwill and orbital slot license rights balances as of December 31, 2024 were €143 million and €477 million, respectively.

Although SES is not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “SOX Act”), in the course of preparation of our financial statements for the years ended December 31, 2024, 2023, and 2022 and in connection with the preparation of this prospectus, SES identified material weaknesses with respect to its internal controls over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses SES identified relate to (i) lack of appropriately designed and maintained information technology general controls, including controls to address segregation of duties, and (ii) the aggregation of deficiencies in the design and implementation of controls and insufficient risk assessment procedures over certain business processes, including controls to address segregation of duties and documentation of evidence of the execution of controls.

SES has concluded that these material weaknesses arose because it did not have business processes, systems, personnel and related internal controls that would have satisfied the accounting and financial reporting requirements of a public company under the SOX Act. None of the material weaknesses described above resulted in misstatement to SES’s consolidated financial statements. However, the material weaknesses described above could result in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

To address the identified material weaknesses, SES has added qualified personnel and engaged third-party specialists to assist with evaluating and documenting the design and operating effectiveness of its internal controls over financial reporting and to assist with the remediation of deficiencies, including implementing new controls and processes. SES intends to continue to take steps to remediate the material weaknesses described above through hiring additional personnel with public company experience, and further reviewing and updating its accounting and business processes related to internal controls over financial reporting. SES may be unable to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period.

SES can give no assurance that the measures it is taking or plans to take in the future will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. While SES is currently in the process of remediating the material weaknesses, it cannot assure you that these efforts will remediate its material weaknesses in a timely manner, or at all. If SES is unable to successfully remediate our material weaknesses, or identify any future material weaknesses, the accuracy and timing of its financial reporting may be adversely affected, it may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, the market price of its stock may decline as a result, and

it could be subject to sanctions or investigations by a stock exchange, the SEC, or other regulatory authorities. Failure to remediate any material weakness in SES’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict its future access to the capital markets.

SES has not evaluated its internal controls over financial reporting in accordance with the SOX Act because no such evaluation has been required. Upon the effectiveness of the registration statement of which this prospectus forms a part, SES will become subject to the periodic reporting and to the informational requirements of the Exchange Act applicable to a foreign private issuer and expect to file information with the SEC, including an Annual Report on Form 20-F and Current Reports on Form 6-K. SES also will become subject to the SOX Act but will take advantage of exemptions from compliance with its provisions related to assessments of internal controls over financial reporting. SES expects that, following its fiscal year ended December 31, 2026, it will lose its exemption related to an auditor’s attestation related to its internal controls over financial reporting and Section 302 of Sarbanes-Oxley will require its management to make certifications as to the effectiveness of its internal controls over financial reporting.

As part of SES’ future evaluation of internal controls over financial reporting, to ensure compliance with the SOX Act, it may identify additional material weaknesses. If SES fails to maintain the adequacy of its internal controls, it could be subject to regulatory scrutiny, civil or criminal penalties or litigation. Any inability to provide reliable financial reports could harm its business. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over its financial processes and reporting in the future, could harm its operating results, cause it to fail to meet its reporting obligations or cause investors to lose confidence in its reported financial information.

The FCC’s current C-band proceeding could impact the value of SES’s satellites and services.

On February 27, 2025, the FCC adopted an NOI seeking comment on whether to make some or all of the 3.98-4.2 GHz portion of the C-band available for more intensive use, which may be terrestrial, satellite-based, or a combination thereof. The outcome of this proceeding may impact the rights or ability of SES, Intelsat, or the Combined Group to use or monetize the C-band spectrum. It is also uncertain whether the proceeding will provide for any auction of C-band spectrum or provide monetary incentives to SES, Intelsat, or the Combined Group. An unfavorable outcome in this proceeding may have a material adverse effect on SES’s business, financial condition and results of operations. See “The FCC’s current C-band proceeding could impact the value of the CVRs” for additional information.

ABOUT THE ACQUISITION

Overview / Background of the Transactions

As part of their efforts to strengthen their respective businesses and enhance shareholder value, the boards of directors and senior management of each of SES and Intelsat regularly review and assess their respective companies’ operations, performance and prospects and the strategic landscape in the industries in which they operate, including the possibility of pursuing various strategic alternatives. As part of these reviews, from time to time, the boards of directors and senior management of each of SES and Intelsat have held conversations and communicated with various investment banking firms and other advisors regarding their respective considerations of potential strategic transaction opportunities and other strategic alternatives available to each of them.

In March 2022, shortly after Intelsat’s emergence from bankruptcy, Steve Collar, SES’s then-Chief Executive Officer, sent Stephen Spengler, Intelsat’s then-Chief Executive Officer, a presentation advocating exploring a potential combination of the two companies. The presentation did not address either structure or the key economic terms of the combination.

Between March 21-24, 2022, Mr. Spengler and Dave Wajsgras, Intelsat’s incoming Chief Executive Officer, discussed the potential combination with Mr. Collar in Washington, D.C. Messrs. Spengler, Wajsgras and Collar agreed that the companies should enter into a non-disclosure agreement to further explore the potential combination.

In May 2022, (i) Intelsat and SES executed a confidentiality agreement and (ii) Mr. Collar sent Mr. Wajsgras a nonbinding offer letter, which set forth certain high-level proposed terms for a stock-for-stock combination of Intelsat and SES (the “Initial Proposed Transaction”), that would result, among other things, in Intelsat’s shareholders owning approximately 40% of the combined company’s economic interests on a fully diluted basis (the “Initial Proposed Economic Ownership Split”).

On June 1, 2022, at the direction of representatives of Intelsat, representatives of PJT Partners LP, a financial advisor to Intelsat (“PJT Partners”), had a discussion with representatives of Guggenheim Securities, LLC, a financial advisor to SES (“Guggenheim Securities”), to ask a series of clarification questions regarding the Initial Proposed Transaction and discuss the agenda for an in-person meeting to be held in Washington, D.C. later in June 2022.

On June 14, 2022, representatives of Intelsat (including Mr. Wajsgras, Anthony O’Brien (Intelsat’s Chief Financial Officer) and Michelle Bryan (Intelsat’s General Counsel)), SES (including Mr. Collar, Sandeep Jalan (SES’s Chief Financial Officer) and Greg Orton (SES’s Vice President of Mergers and Acquisitions)), PJT Partners and Guggenheim Securities met at the Washington, D.C. offices of Skadden, Arps, Slate, Meagher and Flom LLP (Intelsat’s legal counsel in connection with the Initial Proposed Transaction (“Skadden”)) to discuss the rationale for the Initial Proposed Transaction, business and financial updates for the respective companies, and certain terms of the Initial Proposed Transaction, including the Proposed Economic Ownership Split and terms related to the governance and integration of the combined company (“Proposed Governance Terms”). Intelsat provided to SES a preliminary, high-level reaction to the Initial Proposed Transaction based on public information, including a view that the appropriate ownership split should be 50/50 and that the transaction should be a merger-of-equals from a governance perspective.

In July 2022, (i) members of Intelsat management and members of SES management made management presentations to each other at Skadden’s Washington, D.C. offices and (ii) the Intelsat Board discussed on two occasions the Initial Proposed Transaction with Messrs. Wajsgras and O’Brien, Ms. Bryan, PJT Partners and Skadden. Following these discussions, the Intelsat Board authorized PJT Partners to send SES a non-binding counterproposal for the Initial Proposed Transaction, including a revised Initial Proposed Economic Ownership Split and Proposed Governance Terms that the Intelsat Board believed to be commensurate with a 50% economic ownership split and a merger-of-equals transaction.

From August 2022 through January 2023, representatives of Intelsat (including, from time to time, certain members of the Intelsat Board, Messrs. Wajsgras and O’Brien and Ms. Bryan), certain Intelsat shareholders, SES (including, from time to time, Messrs. Collar, Jalan, Orton, Jacques Thill (acting in his capacity as a member of the SES Board) and Ramu Potarazu, then SES Board member (acting in his capacity as a member of the SES Board) and Ms. Anne-Catherine Ries (acting in her capacity as Vice-Chairperson of the SES Board)) and their respective advisors, including PJT Partners, Guggenheim Securities, Skadden and Gibson, Dunn & Crutcher LLP (SES’s legal counsel in connection with the Initial Proposed Transaction (“Gibson Dunn”)), had numerous discussions and, in November 2022, met at Skadden’s Washington, D.C. offices in an effort to reach alignment on certain of the key terms for the Initial Proposed Transaction, including the Proposed Economic Ownership Split and the Proposed Governance Terms. In addition, during this period, the parties exchanged multiple drafts of a nonbinding term sheet for the Initial Proposed Transaction. During this period, members of Intelsat management, representatives of PJT Partners and Skadden regularly updated, and received direction from, the Intelsat Board on the discussions with SES, and members of SES management, representatives of Guggenheim Securities and Gibson Dunn regularly updated, and received direction from, the SES Board on the discussions with Intelsat.

In February 2023, Intelsat and SES agreed to a nonbinding term sheet setting forth certain terms for the Initial Proposed Transaction, including an Initial Proposed Economic Ownership Split of 45.5% for Intelsat’s shareholders and certain Proposed Governance Terms. However, a number of key issues remained outstanding and the likelihood of reaching agreement on the Initial Proposed Transaction remained highly uncertain. In addition, at no point during the negotiations related to the Initial Proposed Transaction did Intelsat and SES enter into a binding exclusivity agreement related to business combination discussions.

From February 2023 through June 2023, Gibson Dunn and Skadden exchanged multiple drafts of a definitive transaction agreement and related ancillary agreements. In addition, during this period, representatives of Intelsat (including, from time to time, certain members of the Intelsat Board, Messrs. Wajsgras and O’Brien, and Ms. Bryan), certain Intelsat shareholders, SES (including, from time to time, Messrs. Collar, Jalan, Orton and Potarazu, and Ms. Ries) and their respective advisors, including PJT Partners, Guggenheim Securities, Skadden, Gibson Dunn, Elvinger Hoss Prussen (Intelsat’s Luxembourg legal counsel in connection with the Initial Proposed Transaction (“Elvinger”)), Hogan Lovells US LLP (SES’s regulatory legal counsel in connection with the Initial Proposed Transaction), Arendt & Medernach (SES’s Luxembourg legal counsel in connection with the Initial Proposed Transaction (“Arendt”)) and Ropes & Gray LLP (legal counsel to certain Intelsat shareholders managed, advised or sub-advised by Pacific Investment Management Company LLC), had numerous discussions, including at an in-person meeting in March 2023 at Skadden’s Washington, D.C. offices and a May 2023 meeting at Gibson Dunn’s New York City offices, in an effort to resolve major open issues across the transaction agreements. The parties were unable to resolve all open issues, including certain Proposed Governance Terms. As a result, the likelihood of reaching agreement on the Initial Proposed Transaction remained highly uncertain.

On March 29, 2023, it was reported in the press that SES and Intelsat were in advanced talks regarding a potential business combination. SES publicly confirmed the press report later that day but emphasized that the prospect of a positive outcome to the negotiations remained uncertain.

On June 12, 2023, SES announced that Mr. Collar would be stepping down as SES’s CEO at the end of June 2023, and that Ruy Pinto, SES’s Chief Technology Officer, would assume the role of CEO until a permanent successor was announced.

On June 21, 2023, the Intelsat Board met to consider the status of negotiations regarding the Initial Proposed Transaction and determined that there was not a viable path forward at that time. Following the meeting, Ms. Jinhy Yoon (acting in her capacity as a member of the Intelsat Board) informed Ms. Ries of the Intelsat Board’s decision, and Mr. Wajsgras sent Mr. Pinto a letter terminating the negotiations with respect to the Initial Proposed Transaction.

On June 22, 2023, SES issued a press release confirming that its discussions with Intelsat with respect to the Initial Proposed Transaction had ceased.

Following the termination of the negotiations with respect to the Initial Proposed Transaction, the Intelsat Board continued to evaluate Intelsat’s businesses and strategic planning, including considering potential strategic alternatives, and the SES Board continued to evaluate SES’s businesses and strategic planning, including considering potential strategic alternatives.

On February 28, 2024, the SES Board met to consider the status of SES’s strategic options and potential strategic alternatives. During the meeting, the SES Board and members of SES’s management discussed potentially pursuing an acquisition of Intelsat. Following these discussions, the SES Board authorized the submission of a preliminary, non-binding proposal to Intelsat for a potential all-cash acquisition of Intelsat by SES.

On March 10, 2024, Mr. Potarazu and representatives of Guggenheim Securities contacted representatives of PJT Partners to request an in-person meeting with Ms. Yoon to discuss a potential all-cash offer by SES to acquire Intelsat. PJT Partners notified Mr. Wajsgras of the request.

On March 11, 2024, Ms. Yoon, Mr. Potarazu and representatives of PJT Partners and Guggenheim Securities met in Newport Beach, California and via video conference. At the meeting, Mr. Potarazu, on behalf of SES, proposed that SES would acquire Intelsat (the “Proposed Acquisition”) for $3.0 billion in cash and CVRs entitling Intelsat’s equity holders to 20% of the net proceeds of any C-band spectrum monetization by the combined company (such percentage, the “CVR Net Proceeds Split”) during the 5-year period following the Closing (the “CVR Term”). Mr. Potarazu also proposed (i) a reverse termination fee payable by SES to Intelsat if the Share Purchase Agreement were terminated due to the failure of the parties to obtain a required regulatory approval (the “Proposed Regulatory Reverse Termination Fee”) of $200 million and (ii) that the holders of two-thirds of Intelsat common shares would enter into voting and support agreements. Ms. Yoon told Mr. Potarazu that SES should submit a formal written proposal to the Intelsat Board along with a draft definitive transaction agreement reflecting SES’s proposed terms for the Proposed Acquisition, and Mr. Potarazu indicated that SES would do so.

In mid-March 2024, Intelsat formally retained PJT Partners as its financial advisor in connection with the Proposed Acquisition.

SES was permitted to conduct certain bring down business and financial due diligence from March 12, 2024 to March 19, 2024 in order for SES to be appropriately informed if it decided to submit a written proposal to the Intelsat Board.

On March 18, 2024, Adel Al-Saleh, SES’s new Chief Executive Officer, and Mr. Wajsgras met in Washington, D.C. to discuss the general terms of a nonbinding proposal letter that could be sent as early as the following day. Mr. Wajsgras acknowledged the economics of the proposal as stated by Mr. Al-Saleh, but provided no feedback.

On March 19, 2024, Mr. Al-Saleh sent to the Chairperson of the Intelsat Board, a nonbinding proposal letter (the “March 19 Proposal”), setting forth proposed terms for the Proposed Acquisition, including that SES would acquire Intelsat for $2.8 billion in cash and CVRs with a 20% CVR Net Proceeds Split and a 5-year CVR Term. Mr. Al-Saleh also sent an initial draft of the Share Purchase Agreement. The initial draft of the Share Purchase Agreement included, among others, the following terms: (i) the purchase price would be reduced, dollar-for-dollar, for any Intelsat shareholder dividends, repurchases or redemptions made since January 29, 2024, and that all such Intelsat shareholder dividends, share repurchases or share redemptions would not exceed $500 million (the “Shareholder Return Adjustment” and the “Shareholder Return Cap”, respectively); (ii) the purchase price would be reduced, dollar-for-dollar, for any expenses of Intelsat payable to third parties prior to

the Closing in connection with the Transactions (the “Third-Party Transaction Expenses”) in excess of $75 million; (iii) the purchase price would be reduced, dollar-for-dollar, for certain payments to employees in connection with the Transactions (the “Employee Transaction Payments”), including severance; (iv) a $200 million Proposed Regulatory Reverse Termination Fee; (v) a $300 million termination fee payable by Intelsat to SES in the event the Share Purchase Agreement is terminated due to the failure of the parties to obtain the Intelsat shareholder approval (the “Proposed Shareholder Vote Termination Fee”); (vi) SES would not be required to take certain actions, or agree to certain terms, in connection with obtaining the required antitrust and telecommunication approvals (such actions, the “Proposed Burdensome Conditions”); (vii) a provision that any liability or loss of Intelsat in excess of $300 million or a loss of revenue of Intelsat in excess of $150 million in any fiscal year, would be a material adverse effect on Intelsat (the “Proposed MAE Trigger Provision”); (viii) the holders of two-thirds of Intelsat common shares would enter into voting and support agreements substantially concurrently with the execution of the Share Purchase Agreement; and (ix) the Share Purchase Agreement would be governed by Luxembourg law. In addition, the draft Share Purchase Agreement did not include a “fiduciary out” for Intelsat.

On March 21, 2024, the Intelsat Board discussed the March 19 Proposal and draft Share Purchase Agreement with Messrs. Wajsgras and O’Brien, Ms. Bryan, PJT Partners and Skadden (Intelsat’s legal counsel in connection with the Proposed Acquisition). Following that discussion, the Intelsat Board’s consensus was that Mr. Wajsgras should send a counter proposal to Mr. Al-Saleh setting forth, among other things, the following positions: (i) a $1 billion Shareholder Return Cap; (ii) certain expenses incurred in connection with obtaining the required antitrust approvals (the “Regulatory Expenses”) would not be considered third-party transaction expenses for purposes of the related purchase price adjustment; (iii) severance payable to any Intelsat executive under the terms of his or her employment agreement would not be considered Employee Transaction Payments for purposes of the related purchase price adjustment; (iv) a $300 million Proposed Regulatory Reverse Termination Fee; (v) no Proposed Shareholder Vote Termination Fee; (vi) a narrower scope of Proposed Burdensome Conditions; (vii) no Proposed MAE Trigger Provision; (viii) the Share Purchase Agreement would include a “fiduciary out” for Intelsat; (ix) the Share Purchase Agreement would be governed by Delaware, New York or English law; (x) Intelsat would endeavor to obtain voting and support agreements from holders of approximately 55% of Intelsat’s common shares; and (xi) a 55.4% CVR Net Proceeds Split and a ten-year CVR Term. In addition, the Intelsat Board’s consensus was that Intelsat should counter with a proposed purchase price of $3.35 billion in cash, with SES’s option to substitute up to $250 million of such purchase price with Class A shares of SES.

On March 22, 2024, Mr. Wajsgras sent Intelsat’s counterproposal on the issues described above (other than purchase price) to Mr. Al-Saleh, along with a non-binding term sheet for the CVRs, and on March 24, 2024, at the direction of representatives of Intelsat, PJT Partners sent Intelsat’s counterproposal on purchase price to Guggenheim Securities. At this stage in the negotiations, there remained a number of major open issues, and the Proposed Acquisition remained highly uncertain.

From late March 2024 through mid-April 2024, representatives of Intelsat (including, from time to time, Messrs. Wajsgras and O’Brien and Mss. Bryan and Yoon), SES (including, from time to time, Messrs. Al-Saleh, Orton and Thai Rubin (Chief Legal Officer of SES)) and their respective advisors, including PJT Partners, Guggenheim Securities, Morgan Stanley & Co. LLC (a financial advisor to SES (“Morgan Stanley”)), Skadden and Gibson Dunn (SES’s legal counsel in connection with the Proposed Acquisition), discussed the open issues with respect to the Proposed Acquisition on multiple occasions, and the parties exchanged multiple counterproposals, including CVR term sheets. During this period Messrs. Wajsgras and O’Brien and Mss. Bryan and Yoon, PJT Partners and Skadden regularly updated, and received direction from, the Intelsat Board on the discussions with SES, including at an Intelsat Board meeting on March 27, 2024, and a separate discussion on April 9, 2024. In turn, members of SES management, and representatives of Guggenheim Securities, Morgan Stanley and Gibson Dunn regularly updated, and received direction from, the SES Board on the discussions with Intelsat.

During the course of these discussions, representatives of SES raised with representatives of Intelsat the possibility of the parties entering into a binding exclusivity agreement related to business combination discussions. However, Intelsat would not agree to such an arrangement during the course of the negotiations for the Proposed Acquisition.

By mid-April 2024, Intelsat and SES had agreed to, among others, the following terms, subject to resolution on all other open issues and completion of definitive documentation: (i) a purchase price of $3.1 billion in cash; (ii) a 42.5% CVR Net Proceeds Split and seven-and-a-half-year CVR Term; (iii) a $750 million Shareholder Return Cap, provided that no such shareholder return would result in Intelsat holding a cash balance of less than $300 million; (iv) a $250 million Proposed Regulatory Reverse Termination Fee, together with a commercial agreement to be entered into between the parties in the event the Share Purchase Agreement is terminated under circumstances, among others, in which SES would owe the Proposed Regulatory Reverse Termination Fee; (v) the scope of Proposed Burdensome Conditions; (vi) no Proposed MAE Trigger Provision; (vii) the Share Purchase Agreement would not include a “fiduciary out” for Intelsat; (viii) the Share Purchase Agreement would be governed by Luxembourg law, except that any action by a party to specifically enforce the terms of the Share Purchase Agreement would be governed by New York law; and (ix) Intelsat and SES would seek voting and support agreements from holders of two-thirds of Intelsat’s common shares, which SES maintained it would require prior to the execution of the Share Purchase Agreement.

However, a number of key open issues remained, and the likelihood of reaching agreement on the Proposed Acquisition remained highly uncertain, particularly in light of the lack of exclusivity, the fact that discussions for the Initial Proposed Transaction had terminated after advanced negotiations, and the uncertainty as to whether holders of two-thirds of Intelsat’s common shares would enter into Support Agreements.

On April 13, 2024, Skadden sent Gibson Dunn a revised draft of the Share Purchase Agreement reflecting the parties’ agreement to the terms described above, as well as, among others, the following positions: (i) the purchase price would be reduced dollar-for-dollar, for any Third-Party Transaction Expenses (other than Regulatory Expenses) and any Employee Transaction Payments (other than double-trigger severance payable to any Intelsat executive under the terms of his or her employment agreement) solely to the extent that the aggregate amount of such Third-Party Transaction Expense and Employee Transaction Payments were in excess of $75 million (the “Transaction Expense Adjustment” and the “Proposed Transaction Expense Adjustment Threshold”, respectively); (ii) the Proposed Shareholder Vote Termination Fee would be removed if holders of two-thirds of Intelsat’s common shares executed a voting and support agreement; and (iii) SES would assume substantially all of Intelsat’s liabilities, other than liabilities arising from the Intelsat shareholders agreement, the agreements governing Intelsat’s warrants or the liquidation expenses (the “Liabilities Assumption”).

Also on April 13, 2024, Gibson Dunn sent Skadden an initial draft of a form Support Agreement.

On April 17, 2024, Mr. O’Brien, Ms. Bryan, Mr. Orton, Mr. Potarazu and representatives of PJT Partners, Guggenheim Securities, Skadden and Gibson Dunn met at Skadden’s Washington, D.C. offices to discuss the open Share Purchase Agreement issues, including the Proposed Transaction Expense Adjustment, the Proposed Shareholder Vote Termination Fee and the Liabilities Assumption.

On April 20, 2024, Gibson Dunn sent a revised draft of the Share Purchase Agreement to Skadden reflecting the following positions: (i) the inclusion of Regulatory Expenses in the Transaction Expense Adjustment; (ii) the exclusion of double-trigger severance payable to any Intelsat executive under the terms of his or her employment agreement from the Transaction Expense Adjustment was subject to additional due diligence; (iii) a dollar-for-dollar purchase price adjustment for (1) any new indebtedness incurred by Intelsat prior to the Closing, and (2) Intelsat’s delivery of a cash balance under $300 million at the Closing; (iv) a $300 million Proposed Shareholder Vote Termination Fee regardless of whether holders of two-thirds of Intelsat’s common shares executed a voting and support agreement; and (v) the Liabilities Assumption would only include certain specified liabilities of Intelsat.

Also on April 20, 2024, Skadden sent initial drafts of the Intelsat disclosure schedules and the CVR Agreement to Gibson Dunn.

Between April 21, 2024 and April 28, 2024, Messrs. Wajsgras and O’Brien and Mss. Bryan and Yoon and other Intelsat representatives, together from time to time with their advisors PJT Partners and Skadden, had multiple discussions with Messrs. Al-Saleh, Orton and Rubin and other SES representatives, together from time to time with their advisors Guggenheim Securities and Gibson Dunn, to discuss and negotiate the open issues in the transaction documents, and the parties exchanged multiple drafts of the Share Purchase Agreement and ancillary agreements, including the Intelsat disclosure schedules, the Support Agreements and the CVR Agreement. During this period, the parties agreed on certain terms, including the following, subject to resolution on all other open issues and completion of definitive documentation: (i) a $300 million Proposed Shareholder Vote Termination Fee, (ii) the inclusion of a dollar-for-dollar purchase price adjustment for Intelsat’s delivery of a net cash balance under $300 million at the Closing (taking into account indebtedness of Intelsat to the extent incurred after the date of execution of the Share Purchase Agreement), (iii) the Liabilities Assumption would include substantially all of Intelsat’s liabilities other than certain specified liabilities, and (iv) a Proposed Transaction Expense Adjustment Threshold of $82 million, which would (a) include Regulatory Expenses other than those incurred in connection with litigation related to the required regulatory approvals for the Transactions and (b) exclude severance payable to senior executives of Intelsat (other than Mr. Wajsgras) as a result of termination of employment at or after the Closing.

The Intelsat Board met in Luxembourg on April 28, 2024, with members of Intelsat’s senior management and representatives of PJT Partners, Skadden and Elvinger in attendance, to review the Transactions. At the meeting, Elvinger presented to the Intelsat Board on its duties under Luxembourg law with respect to the Transactions. Following discussion, the Intelsat Board approved the Transactions and directed Intelsat senior management to finalize and execute the Share Purchase Agreement.

The SES Board met on April 29, 2024, with members of SES’s senior management and representatives of Guggenheim Securities, Morgan Stanley and Gibson Dunn in attendance, to review the Transactions, during which the SES Board was apprised of its duties under Luxembourg law with respect to the Transactions. Following discussion, the SES Board approved the Transactions and directed SES senior management to finalize and execute the Share Purchase Agreement.

Over the course of April 28 and April 29, 2024, the parties finalized the Share Purchase Agreement and other transaction documents. However, it remained unclear whether Intelsat would be able to deliver Support Agreements from holders of two-thirds of Intelsat’s common shares, which SES would require before executing the Share Purchase Agreement.

Early in the morning on April 30, 2024, Intelsat and SES executed and delivered the Share Purchase Agreement, and Intelsat, SES and certain Intelsat shareholders holding more than two-thirds of Intelsat’s common shares executed and delivered the Support Agreements. SES and Intelsat announced the Transactions prior to the opening of European markets on April 30, 2024.

SES’s Reasons for the Transactions

The SES Board unanimously approved the Transactions and Share Purchase Agreement. The SES Board viewed favorably the business operations and prospects of the Combined Group following the Closing, as described below, and took into account SES’s existing knowledge and familiarity with the business and operations of Intelsat. In reaching its determination, the SES Board consulted with SES’s management, as well as with SES’s legal and financial advisors, and considered a variety of factors weighing favorably towards the Transactions, including the factors described below.

SES believes that the Transactions will allow it to create a stronger and more competitive multi-orbit operator with an optimized network, increased revenue in highly valuable and growth business units, stronger

financial profile, and greater ability to invest in the future to better compete in a dynamic, fast-moving, and competitive communications landscape and to realize other significant benefits, including the following:

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Financial Benefits. The Acquisition brings together two trusted operators with expected combined gross backlog of approximately €9 billion (as of December 31, 2024), growth-oriented portfolios concentrated on networks business unit with expanding demand, shared vision of delivering seamless end-to-end customer solutions, and complementary investment in innovation, while also sharing strong balance sheet metrics and long-term cash generation fundamentals.

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Synergies. By integrating the two companies, SES expects to deliver synergies from the combination of selling, general, and administrative savings as well as optimization of third-party capacity costs and future efficiencies in procurement. The remaining synergies will be captured from optimizing the combined satellite fleets and ground infrastructure with the process expected to start soon after the Closing.

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Expanded Capabilities. The Combined Group is expected to be a stronger multi-orbit operator better able to compete in a fast-moving communications landscape and respond to the evolution of competing communications technologies, such as new and rapidly emerging non-GEO satellite constellations from well-funded LEO satellite providers and greater commoditization of satellite capacity and connectivity. With a combined fleet of more than 100 GEO and 26 MEO satellites, the combined SES will benefit from enhanced coverage, greater network resiliency, complementary spectrum (C-, Ku-, Ka-, Military Ka-, X-band, and Ultra High Frequency) rights, and improved service delivery utilizing an expanded network of ground segment assets. By end-2026, eight new GEO (including 6 software-defined) satellites and seven new MEO (O3b mPOWER) satellites are expected to be launched adding further redundancy and additional growth capacity.

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Growth and Future Investment. SES estimates that its government, mobility, and fixed data sub-unit with expanding customer demand for reliable, high-performance connectivity solutions will represent around 60% of SES’s total expanded revenue base of €3.8 billion, underpinning the SES Group’s orientation to valuable growth segments. The Combined Group is expected to have a stronger financial profile compared with the standalone SES, with expected combined gross backlog of €9 billion (as of December 31, 2024) underpinning future cash flow visibility, expected adjusted EBITDA of around €1.8 billion (as of December 31, 2024) demonstrating robust profitability, and expected adjusted EBITDA less CapEx of €0.9 billion (as of December 31, 2024) supporting recurring cash generation fundamentals. In turn, the stronger financial profile is expected to enhance SES’s ability to better invest in future network infrastructure, customer solutions, and future use-cases and/or business diversification opportunities with a better risk profile, than could be done by the two companies on a standalone basis.

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Expanded Capabilities and Network. With the creation of a stronger multi-orbit operator, customers across government, mobility, fixed data, and media sub-units are expected to benefit from an expanded set of capabilities and solutions which will enable them to expand their network reach, add further resiliency, improve productivity across their operations, and bring world-class experiences to their end-users. The Combined Group will be able to better meet growing government demand for secure, reliable, and high-performance connectivity for a wide range of mission-critical applications. Customers will benefit from the integrated, multi-orbit solutions of both companies and their expertise in delivering trusted services for some of the most demanding government agencies and missions around the world.

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In mobility, customers will be better served from bringing together the two companies’ complementary offerings, notably Intelsat’s commercial aviation division which today is serving nearly 3,000 connected aircraft, and SES’s maritime business which includes supporting five major cruise line operators via fully managed, multi-orbit connectivity agreements. The Combined Group will also support the evolving needs of channel partners across the segments.

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In fixed data, customers will be able to take advantage of the Combined Group’s expanded multi-orbit network coverage, complementary innovations in software-defined delivery, and competitive offerings capable of seamless integration with cloud and 5G applications. Both companies have a proven record serving the requirements of major telecommunications companies, mobile network operators and cloud service providers in this growth segment.

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In media, the Transactions bring together complementary capabilities for customers including pay-TV operators, free-to-air/free-to-view platforms, public and private broadcasters, and sports and events brands who will have access to global audience reach with improved redundancy features via a competitive range of broadcast solutions, plus additional value-added services.

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Sustained Shareholder Return. The Combined Group is expected to generate approximately €3.8 billion in annual revenue and is expected to deliver low- to mid-single digit average annual growth over the medium-term, based on our 2024 outlook. Growth will be driven by the combination of high growth government, mobility, and fixed data businesses, anchored by a media business with solid cash generation fundamentals, despite contracting capacity demand in mature markets due to expansion of terrestrial broadband networks and changing consumer viewing habits against which the Combined Group will be better positioned to compete.

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Provisions of the Share Purchase Agreement. The SES Board considered the structure of the transaction and terms and conditions of the Share Purchase Agreement, including the financial terms discussed above, the conditions to completion of the Transactions and the termination rights and the obligations of the parties to pay Termination Fees or reimburse expenses in certain circumstances.

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Strategic Alternatives. The SES Board considered the strategic alternatives to the Transactions available to SES in the United States, Luxembourg and globally, including forgoing the Transactions and continuing to execute on SES’s long-term business strategy, potential areas of organic investments, and other business combination opportunities, and the expectation of SES’s management that the Transactions presented a more favorable opportunity for SES’s shareholders in light of, among other factors, the potential rewards, risks and uncertainties associated with pursuing those other alternatives.

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Likelihood of Completion. The SES Board considered the regulatory approvals required to consummate the transaction and the expectation of SES’s management that the Transactions would be approved by the requisite governmental authorities on a timely basis, without the imposition of conditions that would materially adversely affect the businesses of the Combined Group after the Transactions.

The SES Board also identified and considered certain potentially negative factors in its deliberations to be balanced against the positive factors, including:

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the costs and expenses associated with the Transactions;

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the possibility that SES would be required to pay a Termination Fee to or reimburse a certain amount of expenses of Intelsat under certain circumstances, as more fully described under the section of this prospectus titled “Termination Fees and Commercial Agreement”;

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the provisions of the Share Purchase Agreement that place restrictions on the interim operations of SES and its subsidiaries pending the Closing, as described under the section of this prospectus titled “The Transaction—Covenants and Agreements—Conduct of Businesses of SES Pending Completion of the Transaction”;

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the significant amount of indebtedness that SES would incur in connection with the Transactions;

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the potential payments under the CVRs that SES would become responsible for in connection with the Transactions;

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the risk that the Transactions might not be consummated despite the parties’ efforts or that the Closing may be unduly delayed; and

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the other risks described under the sections of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

After consideration of these factors, the SES Board determined that, overall, the potential benefits of the Transactions outweighed the potential risks.

This discussion of the information and factors considered by the SES Board includes the material positive and negative factors considered by the SES Board, but it is not intended to be exhaustive and may not include all the factors considered by the SES Board. The SES Board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Share Purchase Agreement and the Transactions. Rather, the SES Board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the SES Board may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the SES Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements.”

Intelsat’s Reasons for the Transactions

The Intelsat Board unanimously (i) determined that the terms of the Share Purchase Agreement and the ancillary agreements related thereto are in the best interests of Intelsat, (ii) approved the Transactions, the Share Purchase Agreement and the ancillary agreements related thereto and (iii) recommended that Intelsat’s shareholders approve the Share Purchase Agreement and the Transactions at a duly held meeting of Intelsat’s shareholders. In reaching its determination, the Intelsat Board consulted with Intelsat’s management, as well as with Intelsat’s legal and financial advisors, and considered a variety of factors weighing favorably towards the Transactions, including the factors described below:

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Intelsat’s Business. The Intelsat Board’s understanding of Intelsat’s historical businesses, operations, financial condition, earnings and strategy.

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Financial Performance. The Intelsat Board’s understanding of Intelsat’s business plan and historical and projected financial performance, the perceived risk of continuing as a standalone company (including the risks and uncertainties in executing on such business plan and achieving such financial performance) or pursuing other strategic alternatives, general macroeconomic challenges and regulatory and market risks.

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Cash Consideration. The Intelsat Board’s belief that the total cash consideration of $3.1 billion, subject to certain closing adjustments, will provide certainty of value and liquidity to Intelsat’s shareholders while eliminating long-term business and execution risks.

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CVR Consideration. The Intelsat Board’s belief that the CVRs, if triggered, will provide Intelsat’s shareholders with an opportunity to realize potential additional value through additional cash payments, and the fact that the CVRs will be registered securities and freely transferable.

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Negotiations with SES. The fact that the Intelsat Board and Intelsat’s senior management, in coordination with Intelsat’s outside legal counsel and financial advisor, vigorously negotiated on an arm’s-length basis with SES with respect to price and other material terms and conditions of the Share Purchase Agreement.

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Likelihood of Completion. The Intelsat Board’s view, after consultation with Intelsat’s senior management and outside legal counsel, concerning the likelihood that regulatory approvals and clearances necessary to consummate the Transactions would be obtained.

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Shareholder Value. The cash consideration and CVRs payable in connection with the Transactions reflected extensive negotiations between Intelsat and SES and their respective advisors, and the belief of the Intelsat Board that such consideration represents the best economic value available to Intelsat’s shareholders, taking into account execution, business, competitive, industry, regulatory and market risks and tax consequences.

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Favorability Over Alternatives. The Intelsat Board’s review of other strategic alternatives not involving the acquisition of the Intelsat Group, and the Intelsat Board’s belief that the Transactions presented a more favorable opportunity for Intelsat’s shareholders than the potential value that might result from other strategic alternatives available to Intelsat.

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Effect of Failing to Enter into the Share Purchase Agreement. The possibility that, if the Intelsat Board declined to approve the Share Purchase Agreement, there may not be another opportunity for Intelsat’s shareholders to receive a comparably priced transaction with a comparable level of closing certainty.

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SES Creditworthiness. The fact that SES is a creditworthy entity with substantial assets, and the Share Purchase Agreement permits Intelsat to pursue damages or seek specific performance remedies to cause SES to perform its obligations under the Share Purchase Agreement, including its obligation to close the Transactions after the satisfaction or waiver of all applicable closing conditions.

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Financing. The fact that SES has obtained committed debt financing for the Transactions from reputable financial institutions, and that SES has represented that it will have sufficient cash funds for the entire amount of the cash consideration and other fees and expenses payable in connection with the Transactions.

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Support Agreements. The entry into the Support Agreements by certain Intelsat shareholders.

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Other Terms of the Share Purchase Agreement. Certain other terms and conditions of the Share Purchase agreement, including the following:

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the limited number of closing conditions included in the Share Purchase Agreement, including the absence of a financing condition or similar contingency that is based on SES’ ability to obtain financing as well as the likelihood of satisfaction of all conditions to completion of the Transactions;

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the requirement of the parties to use reasonable best efforts to obtain approvals or clearances by applicable governmental authorities, including by divesting assets, holding assets separate or otherwise taking any other action necessary to obtain such approvals or clearances, except to the extent that the taking of any such actions would reasonably be expected to result in certain burdensome conditions;

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the requirement that, in the event of the termination of the Share Purchase Agreement in certain circumstances due to the parties’ failure to obtain all required regulatory approvals, SES will pay Intelsat a termination fee of $250 million;

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the requirement that, in the event of the termination of the Share Purchase Agreement under certain circumstances, SES will enter into the Commercial Agreement on terms that are, in the Intelsat Board’s view, favorable to Intelsat; and

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the Outside Date (as defined below) under the Share Purchase Agreement, after which Intelsat or SES subject to specified exceptions, may terminate the Share Purchase Agreement, allows for sufficient time to consummate the Transactions.

The Intelsat Board also identified and considered certain potentially negative factors in its deliberations to be balanced against the positive factors, including:

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the fact that Intelsat’s shareholders will lose the opportunity to realize additional potential long-term value through Intelsat’s successful execution as a standalone company, and will not benefit from increases, if any, in the value of Intelsat’s common shares in the future;

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the risk that the CVRs may yield little or no value for Intelsat shareholders or that transactions which would trigger payments pursuant to the CVRs do not occur before the applicable CVR Outside Date (as defined below) under the CVR Agreement, thereby causing Intelsat shareholders not to receive value that could otherwise be obtained from the CVRs (and the fact that the holders of the CVRs will generally have no control over the spectrum monetization efforts undertaken by SES);

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the risk that a liquid market may never develop for the CVRs, or that holders of the CVRs will not be able to transfer such CVRs on acceptable terms if desired;

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the risk that the Transactions will be delayed or will not be completed, including the potential loss of value to Intelsat shareholders and the potential negative impact on the financial position, operations and prospects of Intelsat if the Transactions are delayed or are not completed for any reason;

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the fact that the Acquisition Consideration distributable to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) in connection with the Liquidation will be reduced by the “Black-Scholes” value of the outstanding Intelsat warrants, which value will be determined by a third party valuation firm in connection with the consummation of the Transactions;

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the possibility that regulatory agencies may delay, object to or challenge the Transactions or may impose terms and conditions on their approvals that adversely affect the business or financial results of Intelsat or SES, and the fact that SES is not required to agree to certain remedies that would reasonably be expected to result in certain burdensome conditions;

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the risk that potential claims against or other outstanding liabilities of Intelsat may delay the Intelsat shareholders’ (including holders of Intelsat’s vested RSUs and PSUs) receipt of the Acquisition Consideration in connection with the Liquidation of Intelsat;

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the fact that there can be no assurance that the Transactions will be completed on the anticipated timeline or at all;

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the provisions of the Share Purchase Agreement that restrict the ability of Intelsat to solicit or negotiate alternative transactions;

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the risk of incurring substantial expenses related to the Transactions, including the significant costs involved in connection with negotiating the Share Purchase Agreement and completing the Transactions and any potential litigation related thereto, that may reduce the amount of cash consideration payable by SES in connection with the Transactions;

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the substantial management time and effort required to consummate the Transactions and the related disruption to Intelsat’s day-to-day operations during the interim period between execution of the Share Purchase Agreement and the Closing and the resultant risk if the Transactions are not consummated;

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the amount of time it could take to complete the Transactions, including that completion of the Transactions depend on factors outside of the control of Intelsat or SES, and the risk that the pendency of the Transactions for an extended period of time following the announcement of the execution of the Share Purchase Agreement could have an adverse impact on Intelsat, including its customer, vendor and other business relationships, and the fact that an extended period of time may exacerbate the impact of other risks considered by the Intelsat Board described herein;

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the terms of the Share Purchase Agreement that restrict the conduct of Intelsat’s businesses prior to completion of the Transactions, which may delay or prevent Intelsat from undertaking business opportunities that may arise prior to completion of the Transactions and the resultant risk if the Transactions are not consummated; and

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the risk that, despite retention efforts prior to consummation of the Transactions, Intelsat may lose personnel, and the impact of such losses in the event that the Transactions are not consummated.

After consideration of these factors, the Intelsat Board determined that, overall, the potential benefits of the Transactions outweighed the potential risks.

This discussion of the information and factors considered by the Intelsat Board includes the material positive and negative factors considered by the Intelsat Board, but it is not intended to be exhaustive and may not include all the factors considered by the Intelsat Board. The Intelsat Board did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Share Purchase Agreement and the Transactions. Rather, the Intelsat Board viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the Intelsat Board may have given differing weights to different factors. It should be noted that this

explanation of the reasoning of the Intelsat Board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section of this prospectus titled “Cautionary Statement Regarding Forward-Looking Statements.”

Regulatory Approvals Required for the Transactions

Under the Share Purchase Agreement, the Acquisition cannot be consummated until (i) the applicable waiting periods (and any extension thereof) under the HSR Act have expired or terminated and consents of, or filings under, any other Required Antitrust Approvals, including, but not limited to, those with respect to the European Commission and the United Kingdom’s Competition and Markets Authority, have been received or made and remain in effect; (ii) the applicable consent from the FCC has been obtained and at least 40 days shall have passed since the issuance of such consent, unless such 40-day period has been mutually waived by both Parties; (iii) the applicable consents of, or filings with, any of the relevant governmental authorities for the certain telecommunications licenses set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement have been received; (iv) the applicable approval by CFIUS has been received; (v) any consents, authorizations, orders or approvals that are required under any foreign investment law, the absence of which would prohibit the consummation of the Acquisition and the other Transactions, having been obtained or made or any applicable waiting period in respect thereof having expired or been terminated; (vi) the applicable approval has been obtained by the DCSA; and (vii) the waiting periods applicable to the Transactions pursuant to Section 122.4(b) of ITAR administered by the U.S. Department of State’s Directorate of Defense Trade Controls have elapsed. On May 24, 2024, both Intelsat and SES filed their respective HSR Filings. On May 30, 2024, SES and Intelsat jointly filed the applications to obtain the applicable FCC consent, on October 15, 2024, SES and Intelsat jointly filed a consolidated response to comments received from third parties, and on October 25, 2024, SES and Intelsat jointly filed consolidated reply comments. On January 13, 2025, the FCC issued General Information Requests to SES and Intelsat and the companies each provided their responses in February 2025 and continue to respond to additional inquiries from the FCC. Furthermore, on September 30, 2024, the FCC referred the parties’ applications to the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (“Committee”) for the Committee’s views on any national security or law enforcement concerns related to the applications. On March 10, 2025, the Committee notified the FCC that SES and Intelsat has provided complete responses to initial questions posed by the Committee and that the Committee had begun its initial 120-day review period to assess whether granting the applications will pose a risk to the U.S.’s national security or law enforcement interests. SES and Intelsat continue to respond to additional inquiries from the Committee. On June 24, 2024, Intelsat and SES each received a request for additional information, often referred to as a “second request,” from the DOJ. Intelsat and SES each submitted their responses and certified substantial compliance with their respective Second Requests in December 2024. As of the date of this prospectus, certain Required Regulatory Approvals have been received, including the applicable approval by CFIUS, which was received on August 26, 2024.

Certain additional filings may be made by SES or Intelsat in connection with the Transactions, including certain foreign jurisdictions.

Accounting Treatment of the Transactions

Interests of Certain Persons in the Transactions

Interests of SES’s Directors and Executive Committee Members in the Transactions

Other than with respect to continued service for, employment by and the right to continued indemnification by the Combined Group, as of the date of this prospectus, SES’s directors and Executive Committee Members do not have financial interests in the Transactions that are different from, or in addition to, the interests of other SES shareholders generally. The SES Board was aware of these potential conflicts of interest during its deliberations on the merits of the Transactions and in making its decision to approve the Share Purchase Agreement and the Transactions.

Interests of Intelsat’s Directors and Executive Officers in the Transactions

Intelsat’s executive officers and directors have interests in the Transactions that may be different from, or in addition to, those of Intelsat shareholders generally. The Intelsat Board was aware of and considered these interests, among other matters, in approving the Share Purchase Agreement and the Transactions. These interests include (i) the accelerated vesting and payment in respect of outstanding Intelsat equity awards pursuant to the Share Purchase Agreement, (ii) the potential receipt of certain payments and benefits under the executive officer’s employment agreements upon certain types of terminations of employment following the consummation of the Transactions and (iii) the entitlement to indemnification benefits in favor of directors and executive officers of Intelsat.

Executive Officers and Non-Employee Directors

For purposes of this disclosure, Intelsat’s executive officers are as follows:


Name		Position
David Wajsgras		Chief Executive Officer and Director

Anthony (Toby) O’Brien		Chief Financial Officer

Michelle Bryan		General Counsel and Chief Administrative Officer and Secretary

Michael DeMarco		Chief Commercial Officer

Bruno Fromont		Chief Technology Officer

David Broadbent		President, Government Solutions

Adam Levy		Chief Information Officer and Enterprise Operations

For purposes of this disclosure, Intelsat’s non-employee directors are as follows:

Name

Roy Chestnutt

Lisa Hammitt

David Mack

Bryan Simpson

Easwaran Sundaram

Jinhy Yoon

Also included in the below discussion are the following former non-employee directors of Intelsat:

James Bolin was a non-employee director for the fiscal year ended December 31, 2023. Mr. Bolin ceased serving on the Intelsat Board effective January 4, 2023. Marc Montagner was a non-employee director for the fiscal year ended December 31, 2023. Mr. Montagner ceased serving on the Intelsat Board effective March 7, 2024. None of our former non-employee directors are eligible for any payment or benefit in connection with the Transactions, other than to the extent any non-employee director is an Intelsat shareholder.

Certain Assumptions

Except as otherwise specifically noted, solely for purposes of estimating and quantifying the potential payments and benefits described in this section, the following assumptions were used. We do not know whether, and cannot assure you that, these assumptions will occur.

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The Closing Date is June 30, 2025, which is an assumed date of the Closing solely for purposes of the disclosure in this section;

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Executive officers of Intelsat may experience a qualifying termination of employment in connection with the Transactions (i.e., a termination of employment by Intelsat and/or SES without “cause” or by the executive officer for “good reason,” as such terms are defined in the relevant agreements) immediately following the assumed Closing Date of June 30, 2025;

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The MC PSUs will payout assuming an exit value of $3.65 billion;

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The potential payments and benefits described in this section are not anticipated to be subject to a “cutback” to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code;

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No director or executive officer receives any additional equity grants or other awards on or prior to the assumed Closing Date of June 30, 2025; and

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As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment of Company Equity Awards

At the Closing, subject to the terms and conditions of the Share Purchase Agreement, each RSU that is outstanding immediately prior to the Closing will be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such RSU immediately prior to the Closing, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such RSU immediately prior to the Closing.

(without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing based on the attainment of the actual level of performance as measured immediately prior to the Closing by the Intelsat Board or a committee thereof after giving effect to the consummation of the Transactions, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing after giving effect to the consummation of the Transactions.

At the Closing, each PSU that is not an MC PSU that is outstanding immediately prior to the Closing will, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (x) target or (y) actual level of performance (as set forth in the applicable award document), as measured immediately prior to the Closing by the Intelsat Board or a committee thereof, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such PSU immediately prior to the Closing based on the attainment of the greater of the (A) target or (B) actual level of performance (as set forth in the applicable award document) as measured immediately prior to the Closing by the Intelsat Board or a committee thereof.

Quantification of Intelsat Equity Awards

At the Closing, each RSU held by non-employee directors of Intelsat will convert into per share cash consideration in the manner described above. Based on the assumptions described above under the section of this prospectus captioned “—Certain Assumptions,” the estimated aggregate amount that would become payable to five of Intelsat’s six non-employee directors in respect of their RSUs is $315,850. As an employee of an Intelsat shareholder, Mr. Simpson does not hold any RSUs. No grants of RSUs are expected to be made by Intelsat to the non-employee directors following the date of this prospectus.

At the Closing, each RSU and MC PSU held by executive officers will convert into per share cash consideration in the manner described above. Based on the assumptions described above under the section of this prospectus captioned “—Certain Assumptions,” the estimated aggregate amounts that would become payable to Intelsat’s current executive officers in respect of their unvested RSUs is $787,747, and unvested MC PSUs is $32,629,683.

Potential Severance Payments Upon a Qualifying Termination Prior to or Following the Closing

Employment Agreements

Intelsat entered into employment agreements with each of its current executive officers (the “Executive Agreements”) that generally provide that if an executive officer is terminated by Intelsat without cause or by the executive officer for good reason, then the executive officer will receive:

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a lump sum payment equal to 1.5 times (2 times for Mr. Wajsgras) the sum of the executive officer’s then-current base salary, plus the executive officer’s annual target bonus for the fiscal year of the termination; and

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Mr. O’Brien and Mr. Wajsgras will also receive COBRA coverage at active employee rates for 18 months.

Severance benefits are subject to the executive officer timely executing and not revoking a release of claims in favor of Intelsat and its affiliates and their respective predecessors and successors and the executive officer’s continued compliance with the restrictive covenant obligations.

Under the terms of the Share Purchase Agreement, the parties have agreed that, in recognition of the anticipated impact of the consummation of the Transactions on the authorities, duties and responsibilities of each of Messrs. Wajsgras and O’Brien and Ms. Bryan (the “Designated Executives”), each Designated Executive will have Good Reason (as defined in the Intelsat plan applicable to such Designated Executive) effective as of the Closing, subject to continued employment or service with Intelsat or its subsidiaries through the Closing, and, to the extent such individuals terminate employment within 60 days following the Closing Date, each such Designated Executive will be deemed to have experienced a severance-eligible termination of employment effective as of the date of such termination of employment under the terms of the applicable Intelsat plan, including such individual’s Executive Agreement. Notwithstanding the foregoing, Ms. Bryan and Mr. O’Brien may (but are not obligated to) individually agree in writing with SES to waive their respective right to resign for “Good Reason” under clause (i) of the definition of Good Reason in their respective employment agreements, and in the event of any such agreement between any such individual and SES, the Good Reason Acknowledgement will not apply to such individual.

Annual Bonus Treatment

To the extent the Closing occurs prior to the end of Intelsat’s applicable fiscal year or prior to the payment of such annual incentive bonuses, the parties intend that such annual incentive bonus be paid out in an amount that is no less than the sum of (i) the pro-rata portion of such annual incentive bonus that such Intelsat employee would have been entitled to receive under the applicable annual incentive plan determined based on the attainment of the actual level of achievement of the applicable performance criteria as determined by the Intelsat Board or a committee thereof through the end of the quarter in progress as of the Closing, and pro-rated based on the number of days in the applicable portion of the performance period that have elapsed through the end of the quarter in progress as of the Closing (the “Pre-Closing Annual Bonus”), and (ii) the annual incentive bonus earned by such Intelsat employee for the period commencing on the first day of the next quarter following the Closing through the remainder of the appliable fiscal year, based on actual performance as determined reasonably and in good faith by the SES Board or a committee thereof based on the attainment of the actual level of the applicable performance criteria (as adjusted for the Transactions). In the event that the employment of an Intelsat employee is terminated by SES or Intelsat without “cause” (as defined in the Intelsat equity plan) after the Closing but prior to the payment of the annual incentive bonus (if any), Intelsat will pay to such Intelsat employee the Pre-Closing Annual Bonus.

280G Mitigation Actions

In connection with the Transactions, Intelsat may take certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of Sections 280G and 4999 of the Code that could arise in connection with the completion of the Transactions. The tax-planning and mitigation actions may include accelerating payments that would have vested and otherwise become payable in calendar year 2025 or later in the ordinary course of business and obtaining third party valuation of restrictive covenants.

SES will cooperate in good faith to implement post-Closing strategies to mitigate the impact of Sections 280G and 4999 of the Code, to include retention and/or consulting agreements for any “disqualified individual” who will or may receive or retain any amounts that constitute “excess parachute payments” (each as defined in Section 280G of the code); provided, that the foregoing will not require Intelsat or SES to indemnify any such disqualified individual against any Taxes that may be imposed under Section 4999 of the Code or otherwise, or result in any material additional costs.

Compensation Arrangements with SES

It is possible that continuing Intelsat employees, including the executive officers, will enter into new compensation arrangements with SES. Such arrangements may include agreements regarding future terms of employment, compensation or benefits. As of the date of this prospectus, no compensation arrangements between such persons and SES have been established.

Indemnification and Insurance

Pursuant to the terms of the Share Purchase Agreement, Intelsat’s directors and executive officers will be entitled to certain ongoing indemnification and insurance coverage for a period of six years following the Closing.

The Liquidation

The Liquidation will open effective as of the Closing. It is expected that a significant portion of the Acquisition Consideration (including all of the CVRs) will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) promptly following the Closing as part of the Liquidation. The Closing Cash Consideration distributable to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs) will be reduced by the $500 million distribution out of Intelsat’s share premium to Intelsat shareholders on September 27, 2024, and amounts payable in respect of Intelsat’s outstanding warrants, which will expire, terminate and become void at the Closing and represent only the right to receive the “Black-Scholes” value of the outstanding Intelsat warrants, which value will be determined by a third-party valuation firm in accordance with the applicable warrant agreements and paid to the holders of Intelsat warrants in cash. In addition, a portion of the Closing Cash Consideration will be held back for the duration of the Liquidation to satisfy any remaining liabilities of Intelsat and to cover the costs of winding up the affairs of Intelsat. Once the Liquidation has been completed, any remaining Closing Cash Consideration held by Intelsat will be distributed to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs).

THE SHARE PURCHASE AGREEMENT

The following summary sets forth the material provisions of the Share Purchase Agreement, a copy of which is attached as Annex A to this prospectus and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Share Purchase Agreement and not by this summary. This summary is not complete and is qualified in its entirety by reference to the complete text of the Share Purchase Agreement. You are encouraged to read the Share Purchase Agreement carefully in its entirety, as well as this prospectus and any documents incorporated by reference herein. This section is not intended to provide you with any factual information about either Intelsat or SES.

The Share Purchase Agreement and the Acquisition

On April 30, 2024, Intelsat entered into the Share Purchase Agreement with SES. Upon the terms and subject to the conditions set forth in the Share Purchase Agreement and in accordance with the applicable laws, at the Closing, (a) in exchange for the Acquisition Consideration, Intelsat will sell, transfer and deliver to SES, and SES will purchase from Intelsat, (i) all of the Transferred Shares, and (ii) all of Intelsat’s rights, titles and interests in and to all of the Transferred Assets, excluding the Excluded Assets (as defined below), and (b) SES will assume and pay, perform and fulfill all of the Assumed Liabilities, excluding the Excluded Liabilities.

Under the Share Purchase Agreement, “Excluded Assets” means (1) that certain Shareholders Agreement, dated as of February 23, 2022, by and among Intelsat and certain shareholders of Intelsat (the “Intelsat Shareholders’ Agreement”), (2) that certain Registration Rights Agreement, effective as of February 23, 2022, by and among Intelsat and the holders (as defined therein) (the “Intelsat Registration Rights Agreement”), (3) those certain Series A and Series B Warrant Agreements of Intelsat (together, the “Intelsat Warrant Agreements”), (4) certain engagement letters between Intelsat and its financial, legal and other advisors engaged in connection with the Acquisition, the Liquidation or the Intelsat Warrant Agreements, (5) certain protected communications between Intelsat and its legal counsel, (6) certain shareholder expense reimbursement obligations of Intelsat, (7) any and all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Intelsat (including counterclaims) and defenses against third parties relating to any of the Excluded Assets or the Excluded Liabilities as well as any books, records and privileged information relating thereto, (8) all books and records to the extent related to the Excluded Assets or the Excluded Liabilities, and (9) all bank accounts solely in the name of Intelsat.

Under the Share Purchase Agreement, “Excluded Liabilities” means any and all liabilities of Intelsat to the extent arising from or related to the following: (a) the Share Purchase Agreement, the ancillary agreements to the Share Purchase Agreement and the Transactions (other than certain transaction expenses and severance obligations assumed by SES); provided that clause (a) will not cause any liability for taxes to be treated as Excluded Liabilities; (b) the Intelsat Shareholders’ Agreement; (c) the Intelsat Warrant Agreements; (d) that certain Series A Contingent Value Rights Agreement, dated as of February 23, 2022 (as it may be amended, supplemented or otherwise 17 modified from time to time), by and among American Stock Transfer & Trust Company, LLC, as rights agent, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”), as contingent value rights issuer, and, solely as expressly provided therein, Intelsat, as equity issuer (the “Intelsat Series A CVR Agreement”) and that certain Series B Contingent Value Rights Agreement, dated as of February 23, 2022 (as it may be amended, supplemented or otherwise modified from time to time), by and among American Stock Transfer & Trust Company, LLC, as rights agent, Intelsat Jackson, as contingent value rights issuer, and, solely as expressly provided therein, Intelsat, as equity issuer (the “Intelsat Series B CVR Agreement”, together with the Series A CVR Agreement, the “Legacy CVR Agreements”); (e) the Liquidation, including (1) any and all out-of-pocket fees and expenses accrued or incurred by Intelsat or any of its affiliates in connection with the Liquidation, including all fees and expenses of counsel, advisors, the liquidator, accountants, auditors and any other experts incurred from and after the Closing, (2) Intelsat’s obligation to distribute applicable assets to Intelsat’s shareholders in the Liquidation and (3) any action by any holder of Intelsat common shares arising from or related to the amount or allocation of the Closing Cash Consideration or the CVR Consideration that is

distributed to Intelsat’s shareholders in the Liquidation (in each case, excluding SES’s administrative obligations with respect to the payout of Acquisition Consideration to holders of RSUs or PSUs after the Closing); (f) any taxes imposed on Intelsat, other than taxes imposed on Intelsat for a taxable period (or portion thereof) ending on or before the Closing Date; and (g) any liability arising from or related to the Excluded Assets (other than any such liability for certain transaction expenses).

The Closing and Effectiveness of the Acquisition

The Closing will take place either (i) at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY at 8:00 a.m., New York City time or (ii) remotely via electronic exchange of required Closing documentation in lieu of an in-person Closing, on the fourth business day following the satisfaction or, to the extent permitted by applicable Law, the waiver of all conditions to the obligations of each party to consummate the Acquisition, or at such other place or at such other time or on such other date as the parties may mutually agree in writing.

Consideration for the Acquisition

At the Closing, in exchange for the sale, transfer and delivery of the Transferred Shares and the Transferred Assets, SES will (i) deliver aggregate consideration equal to, (a) the Closing Cash Consideration, (b) the CVR Consideration and (c) if an Applicable Order (as defined below) is adopted, enacted or promulgated after the date of the Share Purchase Agreement and prior to the Closing and results in SES or any of its subsidiaries receiving Net Proceeds prior to Closing, an amount equal to 42.5% of such Net Proceeds (such amount, the “Applicable Spectrum Additional Consideration”) and (ii) assume and agree to pay, perform and fulfill all of the Assumed Liabilities, in each case, as applicable and as may be adjusted pursuant and subject to the terms and conditions of the Share Purchase Agreement (such consideration described in clauses (i) and (ii), collectively, the “Acquisition Consideration”).

The Closing Cash Consideration is subject to negative adjustments for (i) the Aggregate Shareholder Returns (provided that if an Applicable Order is adopted, enacted or promulgated after the date of the Share Purchase Agreement and prior to Closing and results in Intelsat or any of its subsidiaries receiving Net Proceeds prior to Closing, Aggregate Shareholder Returns will not include the dividend or distribution of an amount equal to 42.5% of such Net Proceeds (such amount, the “Applicable Intelsat Spectrum Proceeds”); provided, further, Aggregate Shareholder Returns will not include any dividends or dividend equivalents accrued by holders of RSUs or PSUs prior to January 29, 2024 and distributed to such holders following such date upon the vesting thereof (“Exempted Distributions”)), (ii) the Closing Transaction Expenses Overage and (iii) Closing Net Cash Underage. On September 27, 2024, Intelsat issued a distribution of $500 million out of Intelsat’s share premium to Intelsat shareholders. As a result of such distribution, the Closing Cash Consideration payable by SES in connection with the Acquisition as of the date of this prospectus has been reduced to $2.6 billion.

Treatment of Intelsat RSUs and PSUs

RSU immediately prior to the Closing, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such RSU immediately prior to the Closing.

At the Closing, each MC PSU will vest in accordance with its terms and, at the Closing, be automatically cancelled and converted into the right to receive from Intelsat, in connection with the Liquidation, (i) cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (A) the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing based on the attainment of the actual level of performance as measured immediately prior to the Closing by the Intelsat Board or a committee thereof after giving effect to the consummation of the Transactions, multiplied by (B) the per share cash consideration determined to be distributable to Intelsat’s shareholders in connection with the Liquidation, (ii) any accrued dividend equivalents attributable thereto and (iii) a number of CVRs (subject to reduction for any required withholding tax) equal to the number of Intelsat common shares subject to such MC PSU immediately prior to the Closing after giving effect to the consummation of the Transactions.

Representations and Warranties

The Share Purchase Agreement contains customary representations and warranties that Intelsat, on the one hand, and SES, on the other hand, have made to one another (in some cases, as of specific dates) relating to their respective businesses, assets and other matters. The assertions embodied in those representations and warranties were made solely for purposes of the Share Purchase Agreement and may be subject to important qualifications and limitations (including through the use of exceptions for certain matters disclosed by the party that made the representations and warranties to the other party) agreed to by the parties in connection with negotiating the terms of the Share Purchase Agreement. Accordingly, Intelsat shareholders should not rely on representations and warranties as characterizations of the actual state of facts or circumstances, and should bear in mind that the representations and warranties were made solely for the benefit of the parties to the Share Purchase Agreement, were negotiated for purposes of governing contractual rights and relationships and allocating contractual risk among the parties to the Share Purchase Agreement as of specific dates, rather than to establish matters as facts, and may be subject to contractual standards of materiality different from those generally applicable to shareholders. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Share Purchase Agreement, which subsequent information may or may not be reflected in our public disclosures. This description of the representations and warranties is included to provide holders of Intelsat common shares with information regarding the terms of the Share Purchase Agreement. The representations and warranties in the Share Purchase Agreement and their description in this information statement should be read in conjunction with the other information contained in the reports, statements, and filings we publicly file with the SEC. The representations and warranties of each of SES and Intelsat will not survive the Closing or the termination of the Share Purchase Agreement.

The representations and warranties made by Intelsat relate to, among other things:

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due organization, valid existence, good standing, corporate power, qualification to do business and similar corporate matters;

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corporate power and authority to enter into and perform its obligations under the Share Purchase Agreement, subject to receipt of the Intelsat Shareholder Approval, and consummate the Acquisition and the other transactions contemplated thereby, and the enforceability and due execution and delivery of the Share Purchase Agreement;

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the absence of conflicts with organizational documents or any applicable law, rule, regulation, order, judgment or decree, in each case, as a result of the execution, delivery and performance of the Share Purchase Agreement and the consummation of the Transactions;

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the absence of defaults, breaches, violations, (including termination, cancellation or acceleration rights) or consents required under contracts, or creation of certain liens on assets or properties, in each case as a result of the execution, delivery and performance of the Share Purchase Agreement and the consummation of the Transactions;

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notices, authorizations, approvals, orders, permits, consents and filings required by governmental authorities to enter into the Share Purchase Agreement, perform obligations thereunder and consummate the Transactions;

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capitalization, capital structure and equity securities;

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due organization, valid existence, good standing, corporate power, qualification to do business and similar corporate matters for each of Intelsat’s subsidiaries entities;

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accuracy and sufficiency of financial statements;

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the representation that since December 31, 2023, Intelsat’s business, and the businesses of each of its subsidiaries, has been conducted in the ordinary course of business in all material respects and there has not been any change, event or development or prospective exchange, event or development that, individually or in the aggregate, has had or is reasonably likely to have a material adverse effect with respect to Intelsat;

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the representation that, other than the Chapter 11 Cases (as defined below), there are no insolvency or reorganization procedures pending or filed with respect to Intelsat or any of its material subsidiaries;

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compliance with applicable law and possession of required permits and licenses;

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the absence of suits, claims, actions, proceedings or litigation pending or, to the knowledge of Intelsat, threatened against Intelsat or its respective assets or properties and the absence of certain orders against Intelsat or its respective assets or properties;

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labor and employment matters, including benefit plans;

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title to and condition of assets;

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satellites and ground stations;

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real and personal property;

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intellectual property;

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data privacy, data protection and cybersecurity;

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tax matters;

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environmental matters;

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material contracts;

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insurance;

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Intelsat’s material customers and material suppliers;

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telecommunications licenses;

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trade control laws;

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anti-corruption and anti-money laundering;

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Intelsat’s government contracts;

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Intelsat’s FOCI Mitigation Agreement;

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Intelsat’s C-band reimbursement claims;

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brokers’, finders’ and other fees or commissions;

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the Legacy CVR Agreements; and

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the representation that other than the Transferred Shares, the Transferred Assets and the Excluded Assets, Intelsat does not own or lease any assets, properties, rights or interests related to Intelsat’s and its subsidiaries’ respective businesses.

The representations and warranties made by SES relate to, among other things:

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due organization, valid existence, good standing, corporate power, qualification to do business and similar corporate matters;

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corporate power and authority to enter into and perform its obligations under the Share Purchase Agreement and consummate the Acquisition and the other transactions contemplated thereby, and the enforceability and due execution and delivery of the Share Purchase Agreement;

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the absence of suits, claims, actions, proceedings or litigation pending or, to the knowledge of SES, threatened against SES or any of its subsidiaries or its respective assets or properties and the absence of certain orders against SES or its respective assets or properties;

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completion of financing, validity of SES’s bridge facility agreement dated as of the date of the Share Purchase Agreement (the “Bridge Facility Agreement”) and sufficiency of funds to make required payments pursuant to the Share Purchase Agreement; and

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brokers’, finders’ and other fees or commissions.

Some of the representations and warranties made by Intelsat are qualified as to materiality with respect to Intelsat or by exceptions related to a material adverse effect with respect to Intelsat. Under the Share Purchase Agreement, the term “material adverse effect” with respect to Intelsat means any event, change, occurrence or effect that has, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of Intelsat and its subsidiaries (excluding any Excluded Liabilities), taken as a

whole; provided, however, that in no event, change, circumstance, occurrence or effect to the extent directly or indirectly resulting from, arising out of, attributable to, or relating to any of the following will be deemed to be or constitute a material adverse effect with respect to Intelsat or will be taken into account when determining whether a material adverse effect with respect to Intelsat has occurred or would occur:

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any changes in general economic or business conditions or in the financial, debt, banking, capital, credit or securities markets, or in interest or exchange rates, in each case, in the United States or elsewhere in the world;

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any failure, in and of itself, by Intelsat to meet any opinion, projection, forecast, statement, budget, estimate, advice or other similar information (including information with respect to the future revenues, earnings, results or operations (or any component thereof), cash flows, financial condition (or any component thereof) or future business and operations, as well as any other business plan and cost-related plan information), made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to SES or any of its affiliates or its representatives (it being understood that the events, changes, circumstances, occurrences or effects giving rise to or contributing to such failure may be deemed to constitute or to be taken into account in determining whether there has occurred or would reasonably be expected to occur a material adverse effect with respect to Intelsat to the extent such events, changes, circumstances, occurrences or effects are not otherwise excluded under the other clauses of the definition);

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the execution and delivery of the Share Purchase Agreement or the public announcement of the Transactions, including (A) the impact thereof on the relationships, contractual or otherwise, of Intelsat or any of its subsidiaries with any customers, suppliers, distributors, partners, or employees and (B) the initiation of any claim or action by any person or arising out of or relating to the Share Purchase Agreement;

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any change, in and of itself, in the market price or trading volume of Intelsat’s securities (it being understood that the events, changes, circumstances, occurrence or effects are not otherwise excluded under the other clauses of this definition);

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any changes in the applicable law, applicable accounting principles or any authoritative interpretation thereof first introduced after the date of the Share Purchase Agreement;

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geopolitical conditions (or changes in such conditions), the outbreak or escalation of hostilities, any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism;

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any epidemic, pandemic, disease outbreak (including the COVID-19 virus) or other public health crisis or public health event, or any escalation or worsening of any of the foregoing;

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any natural or manmade disasters or calamities, weather conditions including hurricanes, floods, tornados, tsunamis, earthquakes, wild fires or cyber outages or any escalation or worsening of such conditions;

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any actions taken or omitted to be taken by Intelsat or any of its affiliates at the written request of SES; or

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any adverse impact under certain contracts listed in Intelsat’s disclosure schedules to the Share Purchase Agreement.

Conduct of Business of Intelsat Pending the Consummation of the Transactions

Intelsat has agreed to restrictions on the operation of its business between the date of the Share Purchase Agreement and the earlier to occur of the Closing or the termination of the Share Purchase Agreement in accordance with its terms. Except (i) as contemplated or permitted by the Share Purchase Agreement, (ii) as set forth on Intelsat’s disclosure schedules to the Share Purchase Agreement, (iii) as required by applicable law or

any decree, order, directive or guideline issued by a governmental authority or (iv) with the prior written consent of SES (which consent will not be unreasonably withheld, conditioned or delayed), (A) Intelsat has agreed to use commercially reasonable efforts to (1) conduct the business in the ordinary course of business in all material respects, (2) keep available the services of its current officers, material employees and material consultants, (3) preserve its current relationships with material customers, material suppliers and other persons with which it has material business relations, and (B) Intelsat has agreed not to:

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amend its organizational or governing documents;

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sell, issue, grant or authorize the sale, issuance or grant of: (i) any equity securities of the Intelsat Group, and (ii) until receipt of the Intelsat Shareholder Approval, any voting equity securities or equity securities convertible, exercisable into voting equity securities of Intelsat;

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sell, transfer, license, dispose of or subject to any encumbrance any properties or assets, other than in certain limited circumstances as described in the Share Purchase Agreement;

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repurchase, redeem, or acquire, directly or indirectly, any of its equity securities, other than, among other limited exceptions, the (i) repurchase of Intelsat RSUs or PSUs in respect of a net settlement in the ordinary course of business and (ii) repurchases or redemptions (together with any dividends or distributions declared or made on Intelsat’s equity securities) that do not exceed $750 million in the aggregate;

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declare, set aside, make or pay any dividend or other distribution on or with respect to any of Intelsat’s share capital or other equity or ownership interests, other than (i) in dividends or distributions between wholly-owned subsidiaries of Holdings that are not reasonably expected to give rise to withholding tax liability, (ii) dividends or distributions of Applicable Intelsat Spectrum Proceeds on or with respect to Intelsat’s equity securities, (iii) any Exempted Distributions and (iv) cash dividends or cash distributions (other than dividends or distributions of Applicable Intelsat Spectrum Proceeds) on or with respect to Intelsat’s equity securities, provided that such dividends or distributions (together with the amount of any equity repurchases made by Intelsat) do not exceed $750 million in the aggregate;

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reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of Intelsat’s share capital or other equity or ownership interest, or make any other change with respect to Intelsat’s capital structure;

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(i) acquire any interests in any entity or division thereof or any material amount of assets, other than (A) transactions among wholly-owned subsidiaries or (B) in connection with the formation of a wholly-owned subsidiary, or (ii) enter into any joint venture, partnership, strategic alliance, collaboration, consortium or similar arrangement, other than joint ventures, partnerships, strategic alliances, collaborations, consortiums or similar arrangements;

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except for as contemplated in the Intelsat Shareholder Approval, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Intelsat, or otherwise alter Intelsat’s corporate structure;

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make any loans, advances or capital contributions to, or investments in, any other person, or amend, waive, modify or consent to the termination of any material indebtedness contract;

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amend, waive, modify or consent to the termination of any Intelsat material contract, or amend, waive or modify or consent to the termination of any of Intelsat’s or such subsidiaries material rights thereunder;

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decommission, re-orbit or dispose of any Intelsat satellite with an aggregate value exceeding $50 million, other than in the case of (i) a commercial transaction or (ii) certain operational circumstances;

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authorize, or make any commitment with respect to any capital expenditures of the type set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement in a manner not reflected in Intelsat’s

disclosure schedules to the Share Purchase Agreement, including reallocating the amount of any proposed capital expenditure included therein, other than expenditures are not in excess of (i) $50,000,000 in the aggregate if the Closing occurs on or before October 30, 2025, or (ii) $75,000,000 in the aggregate if the Closing occurs after October 30, 2025, and other limited exceptions;

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except as contemplated by the Intelsat Retention Plan (as defined below), Intelsat’s employee benefit plans or employment agreements with certain Intelsat employees, (i) increase the compensation or benefits of any of Intelsat’s directors, managers, officers, employees, consultants or advisors, except for (A) merit, promotion, new hire and cost of living increases in salaries or wages and (B) de minimis compensation or benefits, in each case in the ordinary course of business consistent with past practice and excluding any practices related to the Phase II accelerated relocation payments paid from or through the C-band relocation payment clearinghouse to Intelsat or related expenses submitted to the C-band relocation payment clearinghouse for reimbursement, (ii) grant any severance or termination payment to, or pay, loan or advance any amount to any director, manager, officer, employee, consultant or advisor, except in the ordinary course of business, (iii) establish, amend, modify, adopt or terminate any employee benefit plan or make any declaration, payment or commitment or obligation of any kind for the material payment of a severance payment, or (iv) hire any individual to replace any employee of Intelsat whose annual base salary is more than $275,000 who resigns or whose employment is terminated;

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enter into any contract with any related party;

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make any change in any method of accounting or accounting practice or policy;

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except in the ordinary course of business consistent with past practice, (i) make, revoke or modify any material tax election, (ii) settle or compromise any material tax liability, (iii) amend any material tax return or fail to file any material tax return, (iv) consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment, (v) change any tax accounting period or any method of tax accounting, (vi) enter into any voluntary disclosure agreement or program with any governmental authority, (vii) settle, compromise, concede or abandon any material tax claim or assessment, (viii) surrender any right to claim a refund of material taxes, (ix) enter into any tax sharing agreement, tax allocation agreement or any other similar arrangement or agreement relating to taxes, (x) incur any material tax or (xi) enter into any arrangement subject to a reporting obligation within the scope of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU as regards to the mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements and any regulation or law relating to, implementing or having similar effect to it in any relevant jurisdiction;

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take any action which would change its residence for tax purposes, including changing its country of organization or incorporation;

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abandon, assign to a third party, waive or permit the lapse of any right relating to intellectual property material to Intelsat’s business or any other material intangible asset used in the business of Intelsat or any of its subsidiaries;

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compromise or settle any pending or threatened claim, action or charge, other than compromises, settlements or agreements that involve only the payment of money damages less than $5 million individually or $20 million in the aggregate in excess of available insurance proceeds for such compromise, settlement or agreement and that do not result in any restriction on future activity or conduct of, or the admission of wrongdoing by, Intelsat or any of its subsidiaries;

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change Intelsat’s fiscal year;

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enter into any new material line of business that does not relate to, or is not adjacent to, the satellite services industry (including the sale, license or other distribution of satellite capacity) or the telecommunications industry; or

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agree to take any of the foregoing actions.

Conduct of Business of SES Pending the Consummation of the Transactions

Additionally, SES has agreed to, between the date of the Share Purchase Agreement and the earlier to occur of the Closing or the termination of the Share Purchase Agreement in accordance with its terms, (i) use its reasonable best efforts to maintain a cash balance of at least $2.05 billion, and (ii) except in connection with any Regulatory Concession or to the extent required by an Applicable Order, not, and not permit any of its subsidiaries to, effect an Applicable Transfer (as defined below) of any of SES’s and its subsidiaries’ usage rights for C-band downlink spectrum at 3.98–4.2 GHz. (the “SES Applicable Spectrum”) without Intelsat’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that SES will not be restricted from granting any future monetization rights (including a contingent value right) to any third party with respect to Applicable Spectrum.

Chapter 11 Cases

Within five business days following the date of the Share Purchase Agreement, SES and Intelsat agreed to jointly request that the U.S. Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”), or whichever court then has jurisdiction over those certain cases filed pursuant to Chapter 11 of Title 11 of the United States Code by Intelsat and certain of its affiliates, in the Bankruptcy Court, which cases were jointly administered as “In re Intelsat, S.A., et al.”, Case No. 20-32299 (KLP) (the “Chapter 11 Cases”) or any related litigation (including any appeals) (the “Existing Litigation”), hold in abeyance the Existing Litigation until the earlier of (x) the Closing and (y) the valid termination of the Share Purchase Agreement pursuant to the terms therein; provided that in the event that the Share Purchase Agreement is validly terminated pursuant to the terms therein, either SES or Intelsat may file a motion with the Bankruptcy Court, or whichever court then has jurisdiction over the Existing Litigation, to lift abeyance of the Existing Litigation, and such other party has agreed to support the motion to lift abeyance of the Existing Litigation. SES and Intelsat also agreed that, as promptly as reasonably practicable after the Closing (but in any event within five business days after the Closing Date), SES must take all necessary action to withdraw with prejudice the Existing Litigation. Such initial filing was made with the Bankruptcy Court pursuant to the terms of the Share Purchase Agreement.

From and after the date of the Share Purchase Agreement, SES and Intelsat agreed to jointly file a motion requesting an order closing the matters set forth on Schedule 1 to that certain Final Decree closing certain cases filed pursuant to Chapter 11 of Title 11 of the United States Code by Intelsat and certain of its affiliates, Dkt. 4564, No. 20-32299-KLP (Bankr. E.D.V.A.) (the “Remaining Cases”), provided that any such order expressly provides that (i) the Bankruptcy Court will retain jurisdiction to enforce or interpret its own orders pertaining to the Chapter 11 Cases; (ii) the Bankruptcy Court will retain jurisdiction over any matter pending in the Chapter 11 Cases; and (iii) entry of such order shall be without prejudice to the substantive rights, claims, arguments, objections, and the like, if any, of any current or potential parties to any claims or causes of action that were pending in the Remaining Cases as of the date of such order. To the extent either SES or Intelsat determines that any administrative or adjudicative action is required to be taken by the Bankruptcy Court relative to the Existing Litigation or any related litigation (including any appeals), such party may move for (and such other party has agreed to support) the reopening of the Remaining Cases as necessary for the Bankruptcy Court to take such action. Such motion was filed with the Bankruptcy Court pursuant to the terms of the Share Purchase Agreement.

Written Consent

Under the terms of the Share Purchase Agreement, Intelsat is required, at the Closing, to provide SES with a copy of the unanimous written consent of Intelsat, in its capacity as the sole shareholder of Holdings, approving the transfer of the Transferred Shares to SES in accordance with the terms of the Share Purchase Agreement (the “Unanimous Written Consent”).

Exclusivity

Intelsat has agreed, between the date of the Share Purchase Agreement and the earlier of the Closing and the termination of the Share Purchase Agreement in accordance with its terms, not to, and to ensure that none of its

subsidiaries or any of their respective affiliates and representatives, directly or indirectly, (a) solicit, initiate, knowingly encourage or facilitate, or accept any proposal or offer that constitutes an Acquisition Proposal or (b) participate in any third-party discussions, conversations, negotiations or other communications regarding, or furnish to any other person any information with respect to any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. Immediately as of the signing of the Share Purchase Agreement, Intelsat agreed to cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any third parties conducted prior to such signing with respect to any of the foregoing. Intelsat has agreed to notify SES promptly, but in any event within 24 hours, orally and in writing if any such Acquisition Proposal, or any inquiry or other contact with any person with respect thereto, is made. Any such notice to SES must indicate in reasonable detail the identity of the person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact. Intelsat has agreed not to, and to cause its subsidiaries not to, release any person from, or waive any provision of, any confidentiality or standstill agreement to which Intelsat or any of its subsidiaries is a party, without the prior written consent of SES. Intelsat has agreed that neither Intelsat nor the Intelsat Board will (x) change, withhold, withdraw, qualify, amend or modify (or publicly propose to change, withhold, withdraw, qualify, amend or modify) the recommendation that Intelsat’s shareholders approve the Intelsat Shareholder Approval Resolutions at the Intelsat Shareholder Meeting (the “Intelsat Board Recommendation”) or vote for or approve any other Acquisition Proposal, (y) fail to include the Intelsat Board Recommendation in the meeting materials for the Intelsat Shareholder Meeting, or (z) (1) convene any meeting of the holders of Intelsat common shares to consider or vote upon any Acquisition Proposal (other than with respect to the Transactions at the Intelsat Shareholder Meeting) or (2) otherwise seek the consent of the holders of Intelsat common shares to vote upon or effectuate any Acquisition Proposal. “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Acquisition) any direct or indirect acquisition or purchase, in one transaction or in a series of related transactions, whether by merger, sale of stock, sale of assets or otherwise, of all or any material portion of the share capital or other equity or ownership interest of Intelsat or any of its subsidiaries or a material portion of the assets of Intelsat or any of its subsidiaries (other than (i) inventory to be sold in the ordinary course of business or (ii) any sales or other dispositions of properties or assets (other than any of Intelsat and its subsidiaries’ usage rights for C-band downlink spectrum at 3.98–4.2 GHz (“Intelsat Applicable Spectrum”) and equity securities of Holdings), whether by merger, consolidation, equity sale, asset sale or otherwise, not to exceed $50 million in the aggregate).

Efforts to Complete the Acquisition

General

Upon the terms and subject to the conditions of the Share Purchase Agreement, each of the parties agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other party in doing, all things that are necessary, proper or advisable, to the extent permitted under applicable law (including under any antitrust law, foreign investment law or telecommunications law), to cause the conditions of the Share Purchase Agreement to be satisfied promptly as practicable after the date of the Share Purchase Agreement and in any event no later than four business days prior to October 30, 2025 (the “Outside Date”), including using reasonable best efforts to obtain all consents of, and making all requisite filings with, all governmental authorities that are necessary, proper or advisable (including each of the Required Antitrust Approvals, the Required FDI Approvals, the submission of the 60-day ITAR Notice, the Required Telecommunications Approvals and the DCSA Approval). Subject to certain express obligations and limitations in the Share Purchase Agreement, the parties agreed that SES will direct and control all aspects of the strategy and process relating to the efforts described in the Share Purchase Agreement, including any material communications or agreements (including timing agreements) with any governmental authority, any filing investigation, legal proceeding or other injury relating to the Transactions, and all decisions with respect to any regulatory concessions to be made by either party (subject to the terms and conditions regarding any such regulatory concessions in the Share Purchase Agreement). Intelsat agreed to not propose, negotiate, commit to or effect any remedial action, including any regulatory concession, or otherwise agree with

any governmental authority with respect to the timing of the consummation of the Transactions without the prior written consent of SES. SES agreed to reasonably consult with Intelsat and in good faith consider its views regarding the strategy and process relating to such efforts.

In furtherance and not in limitation of the efforts obligations of the Parties under the Share Purchase Agreement, SES and its subsidiaries must, and Intelsat and its subsidiaries, at SES’s direction, must, (i) use their respective reasonable best efforts to (A) defend and contest all actions, including any action brought by a private party before any governmental authority, challenging the Share Purchase Agreement or the consummation of the Transactions or raising any objection asserted or raised by any governmental authority with respect thereto, or to prevent the entry of any order, writ, judgment, injunction, decree, ruling, stipulation, determination or award entered by or with any Governmental Authority (each, an “Order”), or seeking to have vacated, lifted, reversed or overturned any Order or other action of any governmental authority, that would prevent, prohibit, restrict or otherwise delay the consummation of the Transactions or (B) initiate, commence and pursue any Action to eliminate or resolve any objection asserted or raised by any governmental authority with respect to the Share Purchase Agreement or the consummation of the Transactions, or to prevent the entry of any Order, or to have vacated, lifted, reversed or overturned any Order or other action of any governmental authority, that would prevent, prohibit, restrict or otherwise delay the consummation of the Transactions (any litigation contemplated by foregoing clauses (A) and (B), “Regulatory Litigation”) and (ii) use their respective best efforts to take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, offer, propose, agree to, consummate and effect any action, commitment, condition, contingency, contribution, cost, donation, expense, liability, limitation, loss, obligation, payment, restriction, restraint, requirement, term or undertaking to the extent necessary (A) to resolve any objection that a governmental authority asserts (or threatens to assert) against any of the Transactions under any applicable law or (B) to avoid or eliminate any impediment under any applicable law asserted by any such governmental authority against any of the Transactions, in each case, to the extent necessary to cause the Regulatory Approvals to be satisfied as promptly as practicable after the date of the Share Purchase Agreement and in any event at least four business days prior to the Outside Date (the foregoing clauses (i) through (ii), collectively, “Regulatory Concessions”), including the following Regulatory Concessions: (i) (A) selling, divesting, assigning, transferring or otherwise conveying (or agreeing to sell, divest or otherwise convey) any assets, categories, portions or parts of assets or businesses of such party or any of its subsidiaries or the Combined Group and (B) entering into a licensing, hold separate or similar arrangement with respect to its respective assets or the assets of such Party or any of its subsidiaries or the Combined Group or conduct of business arrangements or terminating any and all existing relationships and contractual rights and obligations of such party or any of its subsidiaries or the Combined Group; (ii) obtaining the prior approval or other approval from a governmental authority, or submitting a notification or otherwise notifying, a governmental authority, prior to consummating any future transaction (other than the Transactions); and (iii) taking all other actions (A) as may be required by a governmental authority in order to obtain any consent thereof that is necessary, proper or advisable to consummate the Transactions or (B) necessary to avoid the entry of, or have vacated, lifted, dissolved, reversed or overturned any, Order that would prevent, prohibit, restrict or otherwise delay the consummation of the Transactions.

However, (1) neither party nor any of its subsidiaries is required to take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, agree to, consummate or effect any Regulatory Concession that is not conditioned on the occurrence of the Closing, (2) solely with respect to the Required Antitrust Approvals and the Required Telecommunications Approvals, neither SES nor any of its Subsidiaries is required to take any action (or refrain from taking any action) if the taking of any such action (or omission from taking any action) would reasonably be expected to result in certain burdensome conditions set forth in SES’s disclosure schedules to the Share Purchase Agreement (each, a “Burdensome Condition”), (3) solely with respect to the Required FDI Approvals and the DCSA Approval, neither SES nor any of its Subsidiaries is required to take or cause to be taken, do or cause to be done, negotiate, commit to, suffer, agree to and effect any Regulatory Concession that would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Combined Group (an “Other Regulatory Burdensome Condition”), (4) neither party nor any of its subsidiaries is required to contest, petition, apply for review of or appeal an FCC Order constituting final

agency action that does not approve the Transactions; provided that the parties agreed to appear, participate and engage in any proceeding established as a result of an FCC Hearing Designation Order, (5) neither party nor any of its subsidiaries is required to seek judicial relief for any action taken by, or any referral that CFIUS makes or proposes to make to, the President of the United States under the DPA and (6) neither Intelsat nor any of its subsidiaries will take or cause to be taken, or do or cause to be done, negotiate, commit to, suffer, agree to and effect any Regulatory Concession (including any Burdensome Condition or Other Regulatory Burdensome Condition) without the prior written consent of SES.

Intelsat and SES agreed to prepare and file as promptly as practicable, and in any event by no later than 15 business days after the execution of the Share Purchase Agreement all notification and report forms required under the HSR Act. Intelsat and SES agreed to make and file as soon as reasonably practicable after the execution of the Share Purchase Agreement all other filings required in connection with the Required Antitrust Approvals. Intelsat and SES agreed to prepare and file as soon as reasonably practicable after the date of the Share Purchase Agreement the CFIUS Notice and any notices or submissions required in connection with the Required FDI Approvals. Intelsat agreed to, with reasonable cooperation and assistance from SES, as soon as reasonably practicable after the date of the Share Purchase Agreement, prepare and submit all applicable and required notices to DCSA pursuant to the NISPOM and SES agreed to, with reasonable cooperation and assistance from Intelsat, at a time to be mutually agreed by the parties, prepare the FOCI Mitigation Plan to obtain DCSA Approval. Each of the parties agreed to use reasonable best efforts to prepare and file the 60-Day ITAR Notice. Each of the parties agreed to, as soon as reasonably practicable after the execution of the Share Purchase Agreement, and in any event no later than 30 days after the execution of the Share Purchase Agreement, file all applications and notifications, as applicable, with the FCC as required under any FCC licenses granted to Intelsat and which are in effect at the date of the Share Purchase Agreement, in order to obtain FCC Consent to the Transactions. Each of the parties agreed to, as soon as reasonably practicable after the execution of the Share Purchase Agreement, file all applications and notifications in connection with the Required Telecommunications Approvals. As of the date of this prospectus, certain Required Regulatory Approvals have been received, including the applicable approval by CFIUS, which was received on August 26, 2024.

Communications with Governmental Authorities

In connection with obtaining the Required Antitrust Approvals, Intelsat agreed not commit to or agree with any governmental authority to stay, toll or extend any applicable waiting period under the HSR Act or any other applicable antitrust laws, or withdraw its filing under the HSR Act or any other applicable antitrust laws, or enter into any timing agreement, without the prior written consent of SES. In the event either party receives a letter from any governmental authority stating that although the waiting period under the HSR Act or any other antitrust law applicable to the transactions will expire, such governmental authority has not yet completed any purported investigation of the Acquisition or the Transactions (a “Pre-Consummation Warning Letter”), the parties agreed the receipt by either or both of them of a Pre-Consummation Warning Letter or other verbal or written communications from such governmental authority to the same effect will not be a basis for asserting that any condition to Closing under the Share Purchase Agreement has not be satisfied. On May 24, 2024, both Intelsat and SES filed their respective HSR Filings. On June 24, 2024, Intelsat and SES each received a request for additional information, often referred to as a “second request,” from the DOJ.

Each of the parties agreed to (i) consult and cooperate in good faith with each other in connection with (A) the making of any filings or obtaining any consents contemplated by the Share Purchase Agreement and (B) any action relating to the Transactions, including any governmental inquiry, investigation or proceeding initiated by a private party, (ii) promptly provide updates to the other party with respect to any meetings, discussions, appearances or other forms of contact with any governmental authority or the staff or regulators of any such governmental authority, (iii) use reasonable best efforts to furnish to each other all information required for any applicable or other filing to be made, or any consents to be obtained, pursuant to any applicable Law in connection with the Transactions, including all analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made by or on behalf of either party before any

governmental authority or the staff or regulators of any governmental authority, in connection with the Transactions (but, not including any interactions between SES or Intelsat with a governmental authority in the ordinary course of business and unrelated to the Transactions, any disclosure which is not permitted by applicable Law or any disclosure containing confidential information), in advance of furnishing, filing, or submitting any such information to any governmental authority or the staff or regulators of such governmental authority, so as to provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of one another, in connections with any such analyses, presentations, memoranda, briefs, filings, arguments, proposals and submissions and (iv) if a party receives a request for information or documentary material from any governmental authority with respect to the Share Purchase Agreement or the Transactions, make, or cause to be made and cause its affiliates to cooperate in making, as soon as reasonably practicable and after consultation with the other party, a response which is, at minimum, in substantial compliance with such request; provided that each of the foregoing is subject to certain exceptions and limitations as provided in the Share Purchase Agreement.

Each party also agreed not to, and to cause its affiliates not to, take any action or enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition), the effect of which would reasonably be expected to materially delay the obtaining of, or materially increase the risk of not obtaining, any of the Required Antitrust Approvals, the Required FDI Approvals, the DCSA Approval or the Required Telecommunications Approvals.

Employee Matters

Except to the extent otherwise required by applicable Law, for the period commencing as of the Closing and ending on the earlier of (x) the date that is 12 months following the date of the Closing (such date of the Closing, the “Closing Date”) and (y) the date of termination of the applicable employee’s employment, SES agreed to provide each individual who is employed by Intelsat and its subsidiaries prior to the Closing (such employees, collectively, “Continuing Employees”) with (A) base salaries or base wages that are no less favorable than the base salaries or base wages provided by Intelsat and its subsidiaries immediately prior to the Closing, (B) target short-term cash incentive opportunities that are no less favorable than the target short-term cash incentive opportunities provided by Intelsat and its subsidiaries, (C) target long-term incentive opportunities provided by SES and its subsidiaries to their similarly-situated employees and (D) the greater of employee benefits (excluding change in control and retention bonus, and long-term, equity or equity-based incentives) substantially comparable in the aggregate to the employee benefits (excluding change in control and retention bonus, and long-term, equity or equity-based incentives) provided by (I) Intelsat and its subsidiaries immediately prior to the Closing or (II) SES and its subsidiaries to their similarly-situated employees from time to time.

Except to the extent otherwise required by applicable Law, SES has agreed to (i) give each Continuing Employees full credit for all purposes of determining any severance entitlements as specified in the Share Purchase Agreement and subject to the terms and conditions of the Share Purchase Agreement, and (ii) (A) use commercially reasonable efforts to waive any limitation on health and welfare coverage of such Continuing Employees due to pre-existing conditions, waiting periods, active employment requirements, and requirements to show evidence of good health under any applicable health and welfare plan of the Combined Group to the extent such employees of Intelsat and its subsidiaries were covered under a similar benefit plan of Intelsat and its subsidiaries and (B) credit each such Continuing Employee with all deductible payments, co-payments and co-insurance paid by such employee under any medical plan of Intelsat and its subsidiaries prior to the Closing Date during the plan year in which the Closing occurs for the purpose of determining the extent to which any such employee has satisfied any applicable deductible and whether such employee has reached the out-of-pocket maximum under any benefit plan of SES or any of its affiliates for such plan year.

Intelsat and SES agreed to reasonably cooperate in good faith to comply in all material respects with all information, consultation, effects bargaining and other processes, if any, toward the relevant employees and relating to any work councils, unions and any employee representative bodies in connection with the transactions contemplated in the Share Purchase Agreement.

Intelsat and SES also agreed to reasonably cooperate to establish and implement a retention plan (the “Intelsat Retention Plan”) providing for a minimum of $40 million of payments to retain employees of Intelsat and its subsidiaries, and SES will have the authority and discretion to determine all terms of the Intelsat Retention Plan and the recipients thereunder; provided that SES will consider in good faith the recommendation of Intelsat’s Chief Executive Officer with respect to the Intelsat Retention Plan prior to such determination.

Financing Covenants

Repurchase of Notes; Termination and Refinancing of Indebtedness

Intelsat and SES agreed that SES may, in its sole discretion, deliver notice (the “Notes Repurchase Notice”) to Intelsat not less than 20 business days prior to the Closing of SES’s desire to redeem, repurchase, acquire or otherwise satisfy and discharge (any such transaction, a “Pre-Closing Notes Repurchase”) all or part of Intelsat Jackson’s 6.500% First Lien Secured Notes due 2030 (the “Intelsat Jackson Notes”). If SES delivers a Notes Repurchase Notice, Intelsat has agreed to use its reasonable best efforts to, and to use its reasonable best efforts to cause its subsidiaries and representatives to, cause such Pre-Closing Notes Repurchase to be effected on such terms and conditions and timing as set forth in the Notes Repurchase Notice, subject to SES providing all funds necessary to effect the Pre-Closing Notes Repurchase and certain other terms and conditions of the Share Purchase Agreement.

Intelsat has agreed to, and agreed to cause Intelsat Jackson to, deliver to SES prior to the Closing an executed customary payoff letter from the creditors in respect of the Credit Agreement, dated February 1, 2022, by and among Intelsat Jackson and certain other parties thereto and Barclays Bank PLC, as administrative agent and collateral agent, subject to the terms and conditions of the Share Purchase Agreement. If the Pre-Closing Notes Repurchase is exercised in respect of all outstanding Intelsat Jackson Notes, Intelsat has agreed to, and agreed to cause Intelsat Jackson to, deliver customary evidence of the redemption of the Intelsat Jackson Notes on or prior to the Closing. If (i) a Pre-Closing Notes Repurchase is exercised in respect of some but not all of the outstanding Intelsat Jackson Notes or no Pre-Closing Notes Repurchase occurs and (ii) an investment grade event (as defined in the indenture to the Intelsat Jackson Notes, an “Investment Grade Event”) occurs with respect to the Intelsat Jackson Notes on or prior to the Closing, Intelsat has agreed to, and agreed to cause Intelsat Jackson to, use reasonable best efforts to obtain and deliver to SES, no later than three business days prior to the Closing, a draft confirmation letter from the collateral agent under the indenture to the Intelsat Jackson Notes stating that all encumbrances and guarantees in connection therewith relating to the assets and properties of the Intelsat Group securing the Intelsat Jackson Notes will be released and terminated upon the occurrence of an Investment Grade Event. If either the Pre-Closing Notes Repurchase is exercised in respect of all the outstanding Intelsat Jackson Notes or an Investment Grade Event occurs with respect to the Intelsat Jackson Notes on or prior to the Closing, Intelsat had agreed to, and agreed to cause Intelsat Jackson to, deliver forms of termination, deeds of release, notices, filings or other relevant documentation evidence the release of applicable collateral in any jurisdiction in which collateral has been granted.

Intelsat has also agreed to use its commercially reasonable efforts to have certain liens listed on Intelsat’s disclosure schedules to the Share Purchase Agreement released prior to the Closing, provided that Intelsat’s failure to obtain any such release will not be considered a failure of a condition to the Closing.

Financing Cooperation

Subject to the terms and conditions of the Share Purchase Agreement, Intelsat has agreed to, and has agreed to cause its subsidiaries to, cooperate in connection with the arrangement of any financing (other than a debt financing pursuant to an offering under a registration statement with the SEC) that is reasonably requested by SES, including:

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assisting with the preparation of materials for ratings agency presentations, bank information memoranda, offering documents, private placement memoranda and similar customary documents;

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cooperating with syndication or marketing efforts of SES and its financing sources (including making senior management available to participate in “road shows”);

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upon reasonable prior notice and during normal business hours, participating in a reasonable number of meetings, drafting sessions, due diligence sessions, sessions with ratings agencies and presentations to prospective lenders and investors;

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furnishing, or using commercially reasonable efforts to cause third parties to furnish, customary financial, business and other pertinent information, documents and materials, including (i) opinions, consents and audit reports with respect to Intelsat’s consolidated financial statements, (ii) financial statements and (iii) customary comfort letters;

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providing or obtaining documents as may be reasonably requested by SES, including customary legal opinions, officer’s certificates, bank authorization letters and consents of accountants;

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assisting with the preparation of facilities agreements, indentures, purchase agreements and other financing documents and facilitating the pledging of collateral at the Closing and the removal of any encumbrances or securities;

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complying with publicity guidelines with respect to the offering of any debt securities;

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providing SES and its financing sources all documentation and other information reasonably requested by such financing sources under applicable “know your customers” and anti-money laundering laws; and

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reasonably cooperating with SES in the preparation of customary pro forma financial statements prepared in accordance with the requirements of Regulation S-X as of the date that would be prescribed by Rule 11-02 of Regulation S-X.

Credit Support Obligations

SES agreed to use commercially reasonable efforts to cause Intelsat to be released, effective as of the Closing Date, from all liabilities under certain contracts listed on Intelsat’s disclosure schedules to the Share Purchase Agreement (“Intelsat Support Obligations”), including, to the extent reasonably necessary, using commercially reasonable efforts to arrange for and provide substitute credit support for the Intelsat Support Obligations on terms and conditions reasonably satisfactory to the beneficiaries of the Intelsat Support Obligations. If, as of the Closing, Intelsat has not been fully released from all liabilities under the Intelsat Support Obligations, then, from and after the Closing, SES has agreed to use commercially reasonable efforts to cause Intelsat to be fully released from all liabilities under any continuing Intelsat Support Obligations, including, to the extent reasonably necessary in furtherance of obtaining such releases, using commercially reasonable efforts to arrange for and provide substitute credit support on terms and conditions reasonably satisfactory to the beneficiaries of the continuing Intelsat Support Obligations.

Debt Financing

SES has agreed to use its reasonable best efforts to take all actions and to do all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing (as defined below) in an amount that (taken together with the cash, available lines of credit and other sources of immediately available funds to SES as at the Closing) is required to consummate the Transactions (excluding the Liquidation) and pay all required amounts under the Share Purchase Agreement on the terms and conditions described in the Bridge Facility Agreement and the Share Purchase Agreement, including using reasonable best efforts to (i) maintain in full force and effect the Bridge Facility Agreement, (ii) satisfy and comply with on a timely basis all conditions and covenants to the funding of the Debt Financing in the Bridge Facility Agreement, (iii) enforce SES’s rights under the Bridge Facility Agreement (including SES’s right to cause the debt financing sources under the Bridge Facility Agreement to fund the Debt Financing upon the satisfaction of applicable conditions) and (iv) consummate the

Debt Financing on or prior to the Closing Date such that the Closing will be consummated and all amounts required to be paid by or on behalf of SES will be paid. SES has agreed to furnish to Intelsat true and complete copies of all amendments to the Bridge Facility Agreement and all material documents in relation to the Bridge Facility Agreement that are reasonable likely to affect SES’s ability to consummate the Debt Financing.

If any portion of the Debt Financing becomes unavailable, withdrawn, repudiated, terminated or rescinded, SES has agreed to promptly notify Intelsat in writing. SES has agreed not to, and to cause its affiliates not to, permit, consent to or agree to certain amendments, restatements, replacements, supplements, terminations or other modifications or waivers of provisions or remedies under the Bridge Facility Agreement (including any relief or release of any debt financing source from its obligations under the Bridge Facility Agreement other than in connection with the entry into of a replacement Debt Financing (including for those purposes, any Retained SSNs) where such replacement Debt Financing is otherwise expressly permitted under the terms and conditions of the Share Purchase Agreement) without the prior written consent of Intelsat, subject to the terms and conditions of the Share Purchase Agreement. SES has also agreed to keep Intelsat informed, upon Intelsat’s reasonable request, of the status of its efforts to arrange the Debt Financing and to promptly notify Intelsat upon the occurrence of certain events set forth in the Share Purchase Agreement. SES has agreed that the availability, terms or obtaining all or any portion of the Debt Financing is not a condition to the obligations of SES under the Share Purchase Agreement, including the obligation to consummate the Acquisition.

“Debt Financing” means, subject to the terms and conditions of the Bridge Facility Agreement and the Share Purchase Agreement, (i) the financing contemplated by the Bridge Facility Agreement and (ii) the portion of the Intelsat Jackson Notes (or any replacement thereof) (if any) that is not subject to the Pre-Closing Notes Repurchase and that will therefore remain outstanding on or after the Closing (the “Retained SSNs”).

Conditions to the Closing of the Acquisition

Each party’s obligation to consummate the Acquisition is subject to the fulfillment or waiver of various conditions, which include the following:

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no law enacted or issued after the date of the execution of the Share Purchase Agreement in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, being in effect which has the effect of enjoining, restraining, making illegal or otherwise prohibiting the consummation of the Acquisition;

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any applicable waiting period (and any extension thereof) under the HSR Act having expired or terminated and consents of, or filings under, any other antitrust laws set forth in Intelsat’s disclosure schedules to the Share Purchase Agreement having been received or made and remaining in effect;

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the applicable FCC Consent having been obtained and considered final and any other Required Telecommunications Approvals having been received or made and remain in effect;

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the Required FDI Approvals having been obtained, received or made and remain in effect;

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the DCSA Approval having been obtained;

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all waiting periods applicable to the Transactions having elapsed pursuant to Section 122.4(b) of the ITAR;

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the Intelsat Shareholder Approval having been obtained in accordance with applicable Law and Intelsat’s organizational documents; and

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this registration statement of which this prospectus forms a part having become effective, no stop order having been issued by the SEC and remaining in effect with respect to such registration statement, and no action seeking such a stop order by the SEC being pending and the applicable blue sky filings having been submitted to the applicable Governmental Authorities and such Governmental Authorities

having authorized, approved and not objected to, as applicable the Transactions and the offering and sale of securities in connection with the Transactions.

Intelsat is not obligated to effect the Acquisition under the Share Purchase Agreement unless the following conditions are satisfied (or waived by Intelsat in its sole discretion) at or prior to the Closing:

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each of the representations and warranties of SES set forth in the Share Purchase Agreement being true and correct as of the date of the Share Purchase Agreement and as of the Closing Date as if made as of the Closing Date (or in the case that any such representations and warranties are made as of a specified date, as of such specified date), except for inaccuracies of representations or warranties the circumstances giving rise to which would not, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with or delay the consummation of the Transactions (it being understood that, for purposes of determining the accuracy of such representations and warranties, all materiality, material adverse effect and similar qualifies set forth in such representations and warranties will be disregarded);

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SES having performed or complied with, in all material respects, all covenants and agreements required to be performed or complied with by SES under the Share Purchase Agreement on or prior to the Closing;

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Intelsat having received a certificate signed by an authorized officer of SES stating that the conditions in the preceding two bullet points have been satisfied; and

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SES having delivered to Intelsat, an executed counterpart of each of the following agreements signed by SES or the Rights Agent, as applicable: the applicable transfer form (“Transfer Form”), the CVR Agreement, an applicable bill of sale (“Bill of Sale”) and all other agreements, documents, certificates and instruments required to be delivered by the Share Purchase Agreement.

SES is not obligated to consummate the Acquisition unless the following conditions are satisfied (or waived by SES in its sole discretion) at or prior to the Closing:

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(i) each of the representations and warranties of Intelsat, as applicable, relating to the beneficial ownership of the Transferred Shares, release of encumbrances, the outstanding equity securities of Holdings, and the absence of certain changes or events being true and correct in all respects both as of the date of the Share Purchase Agreement and as of the Closing Date as if made as of the Closing Date (or in the case that any such representation and warranties are made as of a specified date, as on such specified date); (ii) each of the other representations and warranties of Intelsat, as applicable, relating to organization and qualification, authority, conflict with organizational documents of Intelsat, the existence of certain corporate interests, equity interests, brokers and Legacy CVR agreements being true and correct in all material respects both as of the date of the Share Purchase Agreement and as of the Closing Date as of made on the Closing Date (or in the case that any such representations and warranties are made as of a specified date, as of such specified date); and (iii) each of the remaining representations and warranties of Intelsat set forth in the Share Purchase Agreement being true and correct both as of the date of the Share Purchase Agreement and as of the Closing Date as though made as of the Closing Date (or in the case that any such representations and warranties are made as of a specified date, as of such specified date), except for inaccuracies of representations or warranties the circumstances giving rise to which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect with respect to Intelsat;

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Intelsat having performed or complied with, in all material respects, all covenants and agreements required to be performed or complied with by Intelsat under the Share Purchase Agreement on or prior to the Closing;

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no material adverse effect with respect to Intelsat having occurred that is continuing;

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SES having received a certificate signed by an authorized officer of Intelsat stating that the conditions in the preceding three bullet points have been satisfied;

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Intelsat having delivered to SES an executed counterpart of each of the following agreements signed by Intelsat, as applicable: the Transfer Form, the Bill of Sale and all other agreements, documents, certificates and instruments required to be delivered by the Share Purchase Agreement;

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if applicable pursuant to the terms of the Share Purchase Agreement, the redemption, repurchase, acquisition or other satisfaction and discharge of all or part of the Intelsat Jackson Notes having been consummated, or being consummated substantially concurrently with the Closing, in either case, in accordance with the Share Purchase Agreement; and

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none of the Required Antitrust Approvals or Required Telecommunications Approvals has contained, required, included or imposed a Burdensome Condition and none of the Required FDI Approvals or the DCSA Approval has contained, required, included or imposed an Other Regulatory Burdensome Condition, as defined in the Share Purchase Agreement.

Termination

Termination of the Share Purchase Agreement

The Share Purchase Agreement may be terminated by mutual written consent of SES and Intelsat.

Either SES or Intelsat may also terminate the Share Purchase Agreement if:

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the other party breaches or fails to perform any of its covenants or is inaccurate in its representations and warranties, which breach, failure to perform or inaccuracy would give rise to the failure of the related condition to the Closing to be satisfied at the Closing;

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the Acquisition has not been consummated by the Outside Date; provided that if on the Outside Date certain conditions to Closing have not been satisfied or waived (in each case, as they relate to any required pre-Closing Regulatory Approval), then the parties have agreed that the Outside Date will be automatically extended to January 28, 2026 (the “First Extended Outside Date”); provided further that if on the First Extended Outside Date certain conditions to Closing have not been satisfied or waived (in each case as they relate to any required pre-Closing Regulatory Approval), then the parties have agreed that the First Extended Outside Date will be automatically extended to April 28, 2026 (the “Second Extended Outside Date”); provided, further, however, that the Share Purchase Agreement may not be terminated if the failure of the party requesting termination to fulfill any obligation under the Share Purchase Agreement is the primary cause of, or primarily results in, the failure of the Acquisition to be consummated on or prior to the Outside Date (as may have been extended);

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if the Intelsat Shareholder Approval is not obtained subject to the terms of the Share Purchase Agreement (“Vote Condition Termination”);

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any governmental authority in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, having issued an order or taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which such order or other action has become final and non-appealable; provided, further, however, that the Share Purchase Agreement may not be terminated if the failure of the party requesting termination to fulfill any obligation under the Share Purchase Agreement is the primary cause of, or primarily results in, the issuance of such final and non-appealable order or taking of such other action;

•

all of the Closing conditions for the other party have been satisfied, and such first party has irrevocably confirmed in writing at least three business days prior to such termination that it stands ready, willing and able to consummate the Closing and such other party has failed (for any reason) to consummate the Closing.

Termination Fees and Commercial Agreement

If the Share Purchase Agreement is validly terminated by Intelsat or SES (such terminating party, the “Terminating Party” and, such non-terminating party, the “Non-Terminating Party”) pursuant to (i) a material breach of a covenant, (ii) the failure of the Non-Terminating Party to close at a time when all applicable conditions have been satisfied or waived (other than any such condition the failure of which to be satisfied has been caused by or results from a breach by the Non-Terminating Party of any of its obligations under the Share Purchase Agreement), (iii) the expiration of the Outside Date if the Terminating Party could have terminated under foregoing clauses (i) or (ii) at such time, or (iv) the issuance of an order or any other action by any governmental authority in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, that has the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which such order or other action has become final and non-appealable, if the Terminating Party could have terminated under foregoing clauses (i) or (ii) at such time (each a “Breach Termination”) pursuant to the terms of the Share Purchase Agreement, then the Non-Terminating Party agreed to pay to the Terminating Party the Breach Termination Fee, together with the Terminating Party’s and its affiliates’ reasonable and documented out-of-pocket costs and expenses incurred in connection with the Share Purchase Agreement and the Transactions (including fees and expenses of attorneys, accountants, financial advisors and other professionals and the reasonable and documented out-of-pocket expenses incurred in connection with any action commenced to enforce the Non-Terminating Party’s obligation to pay the applicable Termination Fees) (such costs and expenses, the “Breach Termination Fee Expenses”) within 2 business days after the date of such termination.

If the Share Purchase Agreement is validly terminated by Intelsat or SES as a Vote Condition Termination, then Intelsat agreed to pay to SES the Vote Condition Termination Fee, together with SES’s and its affiliates’ reasonable and documented out-of-pocket costs and expenses incurred in connection with the Share Purchase Agreement and the Transactions (including fees and expenses of attorneys, accountants, financial advisors and other professionals and the reasonable and documented out-of-pocket expenses incurred in connection with any action commenced to enforce Intelsat’s obligation to pay the applicable Termination Payments) (such costs and expenses, the “Vote Condition Termination Fee Expenses”) within 2 business days after the date of such termination.

If the Share Purchase Agreement is validly terminated by Intelsat or SES for (i) the issuance of an order or any other action by any governmental authority in any jurisdiction for which there is a Required Antitrust Approval, a Required Telecommunication Approval that is a consent or a Required FDI Approval, or in any other jurisdiction that is material to the Combined Group, that has the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which such order or other action has become final and non-appealable (and such termination does not constitute a Breach Termination), or (ii) expiration of the Outside Date (and (1) such termination does not constitute a Breach Termination and (2) at the time of such termination, certain conditions relating to any required pre-Closing Regulatory Approval have not been satisfied but all other conditions have been satisfied or waived (any such termination, a “Regulatory Condition Termination” and, together with a Breach Termination and a Vote Condition Termination, the “Fee Terminations”), then SES agreed to pay to Intelsat the Regulatory Condition Termination Fee, together with Intelsat’s and its affiliates’ reasonable and documented out-of-pocket costs and expenses incurred in connection with the Share Purchase Agreement and the Transactions (including fees and expenses of attorneys, accountants, financial advisors and other professionals and the reasonable and documented out-of-pocket expenses incurred in connection with any action commenced to enforce SES’s obligation to pay the applicable Termination Fees) (such costs and expenses, the “Regulatory Condition Termination Fee Expenses”) within 2 business days after the date of such termination, subject to certain limitations set forth in the Share Purchase Agreement.

If the Share Purchase Agreement is validly terminated by Intelsat or SES in circumstances in which the Breach Termination Fee or the Regulatory Condition Termination Fee is payable by SES to Intelsat, then SES

and Intelsat agreed to negotiate in good faith to prepare and execute the Commercial Agreement within 30 days after the date of such termination.

Amendment, Extension and Waiver of Share Purchase Agreement

The Share Purchase Agreement may be amended, modified or supplemented by the parties at any time prior to the Closing Date by a written instrument executed and delivered by a duly authorized officer on behalf of such party, provided that after the Intelsat Shareholder Approval has been obtained, no amendment will be effective which pursuant to applicable law requires further approval or adoption by Intelsat’s shareholders without such further approval or adoption first being obtained.

At any time prior to the Closing, the parties may (i) extend the time for performance of any of the obligations or other acts of the parties contained in the Share Purchase Agreement, (ii) by action taken or authorized by their respective board of directors, waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by such party in connection with the Share Purchase Agreement, or (iii) by action taken or authorized by their respective board of directors, waive compliance by the other party with any of the agreements or conditions contained in the Share Purchase Agreement. Any agreement on the part of any party to any such extension or waiver will be valid only if set forth in a written agreement signed on behalf of such party. Any agreement on the part of any party to any such extension or waiver will be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

No Third-Party Beneficiaries

Except as expressly provided in the Share Purchase Agreement, nothing in the Share Purchase Agreement, express or implied, is intended to or will confer upon any other person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of the Share Purchase Agreement.

Governing Law

Except for certain provisions specifically governed by New York law, the Share Purchase Agreement and any claims, disputes or causes of action arising out of or relating to the Share Purchase Agreement, the negotiation, execution or performance of the Share Purchase Agreement or the Transactions are governed by, and interpreted, construed and enforced in accordance with, the internal laws of the Grand Duchy of Luxembourg, without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the Grand Duchy of Luxembourg.

Jurisdiction

Except for certain provisions specifically subject to New York court resolutions, each of the parties irrevocably agreed that any disputes, controversies or claims arising out of or in connection with the Share Purchase Agreement of any nature whatsoever, including any dispute arising out of or in connection with its creation, existence, validity, interpretation, termination or non-performance, which cannot be amicably resolved between the parties within 30 days after written notice thereof, will be submitted to final and binding arbitration under the Rules of the London Court of International Arbitration then in effect by a panel of three arbitrators, applying the Laws of the Grand Duchy of Luxembourg subject to the terms and conditions of the Share Purchase Agreement.

Specific Performance

Each of Intelsat and SES is entitled to specific performance of the terms in the Share Purchase Agreement, including an injunction or injunctions to prevent breaches or threatened breaches of the Share Purchase

Agreement and to enforce specifically the terms and provisions of the Share Purchase Agreement, including the right of a party to cause each other party to consummate the Transactions (as applicable), without proof of actual harm (and each party waived any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which such party is entitled in equity or at law. The parties further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy for any breach or threatened breach of the Share Purchase Agreement. Notwithstanding anything to the contrary in the Share Purchase Agreement, the parties agreed that any action arising out of or pursuant to the specific performance provision in the Share Purchase Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

Waiver of Jury Trial

Each of Intelsat and SES waived all right to a trial by jury in any action or claim arising out of any dispute in connection with the Share Purchase Agreement, any rights or obligations under the Share Purchase Agreement or the performance of any such rights or obligations.

Non-Recourse

The Share Purchase Agreement may only be enforced against, and any claims, obligations, liabilities or actions that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the Share Purchase Agreement or the transactions contemplated thereby, or the negotiation, execution, or performance of the Share Purchase Agreement may only be made against, the parties to the Share Purchase Agreement.

RELATED AGREEMENTS – CONTINGENT VALUE RIGHTS AGREEMENT

This section describes the material terms of the contingent value rights agreement, which will be entered into and executed between SES and Equiniti Trust Company, LLC, as Rights Agent, in connection with the Closing. The rights and obligations of the parties shall be governed by the express terms and conditions of the CVR Agreement, a form of which is attached hereto as Annex B, and not by this summary. This summary is not complete and is qualified in its entirety by reference to the complete text of the CVR Agreement. You are encouraged to read the CVR Agreement carefully in its entirety, as well as this prospectus and any documents incorporated by reference herein. This section is not intended to provide you with any factual information about either Intelsat or SES.

The CVR Agreement will set forth the terms of the CVRs to be issued to Intelsat at the Closing. A Holder is entitled to receive Applicable Consideration (as defined below) pursuant to the terms and conditions of the CVR Agreement, less any applicable withholding taxes, upon SES’s receipt of Gross Proceeds (as defined below).

The rights of Holders will be governed by and subject to the CVR Agreement.

Characteristics of the CVRs

The CVRs will not represent equity or ownership interest in SES and neither the Holders nor the CVRs will have any rights common to shareholders of SES, including voting and dividend rights. No interest will accrue on any amounts that may be payable to a Holder. The CVR payment is an unsecured general obligation of SES. There can be no assurance that any payment will be made under the CVRs, or the amount or timing of any such payment. Any amounts to be received in connection with the CVRs, and the timing of any payments, are contingent upon the occurrence of certain events that may or may not occur, and that may be outside the control of SES and Intelsat. There may be no cash amount ultimately paid in respect of the CVRs.

CVR Payments and Payment Date

The CVRs will represent the right to receive certain contingent cash payments payable by SES to the Rights Agent for the benefit of the Holders, within 90 days following the receipt by SES or any of its affiliates of any Gross Proceeds.

Following the receipt by SES or any of its affiliates of any Gross Proceeds, SES will deliver to the Rights Agent a certificate setting forth, in reasonable detail with reasonable supporting information, SES’s calculation of the Applicable Consideration with respect to such Gross Proceeds, including SES’s calculation of Gross Proceeds, Net Proceeds and Applicable Expenses (and the components thereof).

Within 5 business days following receipt of any Applicable Consideration from SES for payment to the Holders (each, a “CVR Payment Amount”), the Rights Agent will pay the applicable pro rata share of such CVR Payment Amount to (a) each Holder holding its CVRs directly on the CVR Register (i) by check mailed to the address of such Holder as reflected on the CVR Register as of the close of business on the last business day prior to such date or (ii) if such Holder has provided the Rights Agent with wire transfer instructions in writing, by wire transfer of immediately available funds to the account specified in such instructions.

SES, the Rights Agent and their respective affiliates are entitled to deduct and withhold, or cause to be deducted or withheld, from any amount payable pursuant to the CVR Agreement, such amounts as are required to be deducted and withheld with respect to such payment under any provision of U.S. or non-U.S. federal, national, supranational, state, local, provincial or similar tax law, and will take all actions that may be necessary to ensure that any amounts so deducted or withheld are timely remitted to the appropriate Governmental Entity as required by applicable Law.

The rights of the Holders will be limited to those expressly provided for in the CVR Agreement.

The following terms are defined in the form of CVR Agreement attached as Annex B to this prospectus:

“Applicable Consideration” means, with respect to any Qualified Monetization, an amount equal to 42.5% of the cumulative Net Proceeds (as defined below) received by SES and its affiliates between the date of the CVR Agreement and the termination date with respect to such Qualified Monetization.

“Applicable Expenses” means, as of any date of determination with respect to any Qualified Monetization, all reasonable and documented fees and expenses incurred (or estimated in good faith to be incurred) by SES and its Affiliates in connection with such Qualified Monetization to the extent not actually reimbursed as of such time, including, without duplication, (a) out-of-pocket legal, accounting, consulting and other advisor fees and expenses, (b) Tax Costs (as defined below), (c) any sums directly attributed to requisite satellite costs (including launch and insurance), network costs and customer relocation costs (including cost of capital and interest costs) and (d) any transition costs incurred by the SES or any of its affiliates in connection with the repurposing of Applicable Spectrum. Applicable Expenses will be reduced by any reduction in actual cash Taxes payable in the taxable period of the payment or accrual of any unreimbursed fees or expenses described in the prior sentence by SES or any of its Affiliates and resulting directly from deductions arising from the payment of accrual of such unreimbursed fees or expenses, determined on a “with and without” basis with respect to any such fees or expenses paid or accrued, treating any such fees or expenses paid or accrued as the last item paid or accrued in the applicable taxable period.

“Applicable Spectrum” means SES and its affiliates’ usage rights for up to 100 MHz of the C-band downlink spectrum at 3.98–4.2 GHz; provided that, if after the date of the CVR Agreement, SES or any of its affiliates acquires, is acquired by or combines with (including in a change of control) any entity (including Eutelsat S.A., Telesat Canada, Star One S.A. or any of such Entities’ affiliates or subsidiaries) (collectively, “Other Entities”), Applicable Spectrum will not include any C-band downlink spectrum of such Other Entities, and any monetization of such C-band downlink spectrum will not be included in the determination of Gross Proceeds, Net Proceeds or Applicable Consideration.

“Applicable Transfer” means a sale or transfer of Applicable Spectrum by SES; provided that a “sale” or “transfer” will not include the provision of third party use rights with respect to Applicable Spectrum (e.g., a spectrum leasing arrangement); provided that such provision does not restrict SES and its affiliates’ ability to monetize such Applicable Spectrum pursuant to an event of Qualified Monetization; provided, further, that if such provision of use rights partially restricts such monetization by SES (e.g., granting partial rights to monetization to such third party), the Applicable Spectrum will be deemed sold or transferred only to the extent of such restriction.

“Gross Proceeds” means, with respect to any Qualified Monetization, any cash consideration, without duplication, that is actually received by SES or any of its affiliates solely to the extent such consideration directly results from the final clearance or Applicable Transfer of Applicable Spectrum pursuant to such Qualified Monetization.

“Net Proceeds” means, with respect to any Qualified Monetization, an amount equal to (a) Gross Proceeds with respect to such Qualified Monetization, minus (b) the Applicable Expenses with respect to such Qualified Monetization.

“Qualified Monetization” means (a) the adoption, enactment or promulgation of any Law by any Governmental Authority requiring the clearing of Applicable Spectrum (an “Applicable Order”) or (b) the consummation of an Applicable Transfer, in each case, whether occurring prior to or after the date of the CVR Agreement and that directly results in the receipt by SES or any of its affiliates on or after the date of the CVR Agreement and prior to the CVR Outside Date (as defined below) of cash consideration for the final clearance or transfer of Applicable Spectrum (including with respect to governmental relocation payments or private negotiations); provided, however, that in no event will (i) any (x) Regulatory Concession or (y) a Change of Control of SES be deemed a Qualified Monetization or (ii) the C-Band Order constitute an Applicable Order.

“Tax Costs” means any liability for cash taxes of any kind imposed on or with respect to SES or any of its affiliates to the extent attributable to the receipt of any Gross Proceeds, determined on a “with and without” basis with respect to any amount of Gross Proceeds received by SES or any of its affiliates, treating any Gross Proceeds received as the last item realized in the applicable taxable period; provided that (a) for the avoidance of doubt, the “with and without” basis determination (and treating any Gross Proceeds received as the last item realized in the applicable taxable period) is intended to have the effect that cash taxes imposed will be computed after reduction for any tax attribute actually used (other than tax deductions arising from the CVR payments to SES) by SES or any of its affiliates to reduce such cash Taxes payable, including net operating losses or Tax credits (and the use of any such tax attribute will not itself be considered a Tax Cost) and (b) Tax Costs will be increased by any out-of-pocket third-party costs and expenses reasonably attributable to determining the cash taxes applicable to the receipt of Gross Proceeds by SES or any of its affiliates.

Issuance of CVRs

The CVRs will be issued to Intelsat on the Closing Date.

In connection with the Liquidation, Intelsat will distribute the CVRs to Intelsat’s shareholders (including holders of Intelsat’s vested RSUs and PSUs). The CVR Agreement provides that Intelsat will also notify SES and the Rights Agent of the effectiveness of the Liquidation and provide appropriate instructions to enable the Rights Agent to update the CVR Register to reflect the distribution of the CVRs.

Transferability of CVRs; No Listing Obligation

The CVRs or any beneficial interest thereof, will be freely transferable without the prior consent of SES. Notwithstanding the foregoing, no Holder may transfer any of its CVRs or beneficial interests thereof, except:

•

as permitted under the Securities Act and other applicable federal Law or state securities or blue sky laws;

•

if such transfer would not cause SES or any subsidiary or affiliate to be required to register as an investment company under the Investment Company Act of 1940; and

•

if such transfer would not cause SES or any subsidiary or affiliate to be subject to regulation under the Investment Advisers Act of 1940.

Any attempted or purported transfer of all or a portion of the CVRs or beneficial interests thereof held by a Holder in violation of the foregoing will be null and void and of no force or effect whatsoever, such purported transferee will not be treated as a Holder of the CVRs or beneficial interests, and the Rights Agent will not register such Transfer.

The Share Purchase Agreement does not obligate SES to list the CVRs on any securities exchange, and SES has no current plans to apply to list the CVRs on any stock exchange or on an over-the-counter market. If the CVRs begin trading in the over-the-counter market or if SES determines, in its sole discretion, to list the CVRs on a securities exchange, there is no assurance that such trading or listing will continue.

Redemption

SES’s Acquisition of CVRs

The CVR Agreement does not prohibit SES or any of its affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion.

Successors and Assigns; Merger

SES may assign any or all of its rights, interests and obligations, in its sole discretion and without the consent of any other party of the CVR Agreement, to any of its affiliates; provided that (i) SES delivers to the Rights Agent an officer’s certificate certifying that such affiliate will be able to make any applicable payments pursuant to such agreement; and (ii) the assignee agrees to assume and be bound by all of the terms of the CVR Agreement, and provided, further, that SES will remain liable for the performance by such assignee of all obligations of SES.

The CVR Agreement will be binding upon, inure to the benefit of, and be enforceable by each of the successors of SES and each assignee. Each of the successors of SES and the assignees will expressly assume by an instrument supplemental to the CVR Agreement, executed and delivered to the Rights Agent, the due and punctual performance and observance of all of the covenants and obligations of the CVR Agreement to be performed or observed by SES. Any attempted assignment in violation of the applicable provision in the CVR Agreement will be void and of no effect.

Change of Control

SES will not consolidate, amalgamate, merge or combine with or into any other entity in which SES will not be the surviving or continuing entity in such consolidation, amalgamation, merger or combination, unless the surviving entity in such consolidation, amalgamation, merger or combination will assume all of the obligations of SES under the CVR Agreement. The CVR Agreement and the CVRs will survive any change of control.

Covenants

List of Holders

SES will furnish or cause to be furnished to the Rights Agent the names and addresses of the direct owners following SES’s receipt of notice of such direct owners’ names and addresses; provided that, notwithstanding the foregoing, SES will have no obligations pursuant to this sentence if the only direct owner is Cede & Co. at the Effective Date. The Rights Agent will reflect such names and addresses on the CVR Register and confirm the write up of the CVR Register and list of initial direct owners to SES promptly following receipt of such names and addressed from SES.

Nonassignability

SES will not, and will cause all of its applicable affiliates not to, assign the right to receive any consideration that would constitute Applicable Consideration to any person unless such person is an affiliate and such assignment is made in accordance with the applicable provisions of the CVR Agreement.

Governing Law and Submission of Jurisdiction

All claims, disputes and causes of action that may be based on, arising out of or relating to the CVR Agreement or the negotiation, execution, performance or subject matter of the CVR Agreement, will be governed by the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. With respect to any such claim, dispute or cause of action, each party to the CVR Agreement will consent and submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware.

Amendment of CVR Agreement without Consent of Holders

Without the consent of any Holders or the Rights Agent, SES may enter into one or more amendments of the CVR Agreement, for any of the following purposes:

•

to evidence the succession of another person to SES and the assumption by any such successor of the covenants of SES in the CVR Agreement;

•

to cure any ambiguity, to correct or supplement any provision in the CVR Agreement that may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the CVR Agreement; provided that, in each case, such provisions do not adversely affect the interests of any Holder;

•

to evidence the succession of another person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent in the CVR Agreement; or

•

any other amendments, unless such amendment is adverse to the interests of any Holder (in which case such amendment will not be effective against such adversely affected Holder without such adversely affected Holder’s prior written consent but will be effective against all of the other Holders who are not adversely affected.

Amendment of CVR Agreement with the Consent of SES and Holders

With the prior written consent of each of (i) Holders holding CVRs representing at least 75% of the outstanding CVRs and (ii) SES, the Rights Agent may enter into one or more amendments to the CVR Agreement for the purpose of adding, eliminating or changing any provisions of the CVR Agreement.

Promptly after the execution of any such amendment by SES, the Rights Agent, and, if applicable, the Holders holding CVRs representing at least 75% of the outstanding CVRs, SES will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Upon the execution of any such amendment, the CVR Agreement will be modified in accordance therewith, such amendment will form a part of the CVR Agreement for all purposes and SES, the Rights Agent, and each Holder will be bound thereby.

Termination

The CVR Agreement and the CVRs issued thereunder will automatically terminate, without further action of the parties to the CVR Agreement, and be of no force or effect, and the parties to the CVR Agreement will have no liabilities thereunder or with respect to any of the CVRs, upon the earlier to occur of (i) the date on which all of the Applicable Spectrum has been monetized pursuant to one or more events of Qualified Monetization (and all of the Applicable Consideration resulting therefrom has been deposited with the Rights Agent for further distribution to the Holders) and (ii) 7.5 years after the date of the CVR Agreement (the “CVR Outside Date”). In the event (i) an Applicable Order has been issued prior to the CVR Outside Date or (ii) SES (or any of its affiliates) enters into a definitive agreement in respect of an Applicable Transfer prior to the CVR Outside Date, but Gross Proceeds resulting from any event described in the foregoing clause (i) or (ii) have not been received as of the CVR Outside Date, the CVR Outside Date will automatically be extended to the date on which all of the Applicable Consideration payable hereunder in respect of such event(s) has been deposited with the Rights Agent for further distribution to the Holders.

Waiver of Jury Trial

Each of SES and the Rights Agent will waive all right to a trial by jury in any action or claim arising out of any dispute in connection with the CVR Agreement, any rights or obligations under the CVR Agreement or the performance of any such rights or obligations.

RELATED AGREEMENTS – INTELSAT SHAREHOLDER SUPPORT AGREEMENTS

This section describes the material terms of the Support Agreements, entered into and executed among SES, Intelsat and (i) certain funds and accounts managed, advised or sub-advised by Pacific Investment Management Company LLC, as investment manager, advisor or sub-advisor (such funds or accounts, the “PIMCO Funds”), (ii) certain funds and/or accounts managed by The TCW Group, Inc. or its subsidiaries (the “TCW Shareholders”), (iii) PGIM, Inc., on behalf of one or more funds and/or accounts for which it serves as investment adviser (the “PGIM Shareholders”), (iv) certain funds and/or accounts managed or advised by AB CarVal Investors, L.P.(the “CarVal Shareholders”), (v) certain funds managed or advised by Davidson Kempner Capital Management L.P. (the “DKP Shareholders”), (vi) certain funds and/or accounts managed by Glendon Capital Management LP (the “Glendon Shareholders”) and (vii) certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by Appaloosa LP, or an affiliate thereof (the “Appaloosa Shareholders”) on April 30, 2024. The rights and obligations of the applicable parties are governed by the express terms and conditions of the applicable Support Agreement, a form of which is attached hereto as Annex C, and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the form of the Support Agreement attached hereto as Annex C. You are encouraged to read the Support Agreement carefully in its entirety, as well as this prospectus and any documents incorporated by reference herein. This section is not intended to provide you with any factual information about either Intelsat or SES.

In connection with the Share Purchase Agreement, and as a material condition and inducement to SES’s willingness to enter into the Share Purchase Agreement, the Supporting Shareholders entered into Support Agreements with SES and Intelsat in substantially the form attached hereto as Annex C, pursuant to which each Supporting Shareholder irrevocably and unconditionally agreed to affirmatively vote its Intelsat common shares in favor of the Intelsat Shareholder Approval Resolutions for the Intelsat Shareholder Approval. Based on information provided by the Supporting Shareholders to Intelsat as of the date of each applicable Support Agreement, such Supporting Shareholders beneficially own an aggregate of 49,839,902 Intelsat common shares that are subject to the terms of the Support Agreements and individually own such shares as follows: the PIMCO Funds beneficially own 22,389,110 shares in the aggregate, 22,316,943 of which are subject to the terms of the PIMCO Funds Support Agreement, the TCW Shareholders beneficially own 3,704,083 shares in the aggregate, the PGIM Shareholders beneficially own 3,786,782 shares in the aggregate, the CarVal Shareholders beneficially own 5,024,830 shares in the aggregate, the DKP Shareholders beneficially own 5,209,926 shares in the aggregate, the Glendon Shareholders beneficially own 4,820,314 shares in the aggregate, and the Appaloosa Shareholders beneficially own 4,977,024 shares in the aggregate.

Intelsat has agreed that, as promptly as reasonably practicable after the effectiveness of the registration statement of which this prospectus forms a part, and in no event later than 35 days after such effectiveness, it will call a shareholder meeting to obtain the Intelsat Shareholder Approval. As described more fully below, the Supporting Shareholders have each agreed to approve the Acquisition at such meeting.

Voting

The Supporting Shareholders have agreed to appear at each Intelsat shareholders’ meeting or otherwise cause such Supporting Shareholder’s Intelsat common shares to be counted as present at such meeting for purposes of calculating a quorum at the applicable Intelsat shareholders’ meeting, including any reconvening, adjournment or postponement thereof, and vote or cause to be voted their Intelsat common shares as follows:

(A)

in favor of the Intelsat Shareholders Approval Resolutions; and

(B)

against (i) any Acquisition Proposal with respect to Intelsat or any of its subsidiaries, (ii) any other proposal, action or transaction that is intended to, or could reasonably be expected to, impede, interfere with, delay, postpone, prevent, discourage or adversely affect the timely consummation of the Transactions, including against any proposal, action or transaction that could reasonably be expected to

result in any condition to the consummation of the Transactions set forth in the Share Purchase Agreement not being satisfied, or that would result in a breach in any material respect of any representation, warranty, covenant or agreement of Intelsat pursuant to the Share Purchase Agreement or (iii) any change in the voting rights of any class of securities of Intelsat (including pursuant to any amendments to Intelsat’s organizational documents) (each of bullet points (A) and (B), collectively, the “Supported Matters”).

From the period commencing on the date of each Support Agreement until the earlier of the termination date and April 30, 2026, each Supporting Shareholder irrevocably appointed SES as its proxy and attorney-in-fact to represent the applicable Intelsat common shares and vote pursuant to the terms of the Support Agreements.

No Solicitation

Each Supporting Shareholder has agreed that it will not, directly or indirectly, subject to the limitations set forth in its respective Support Agreement:

•

solicit, initiate, knowingly encourage or facilitate, or accept any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; or

•

participate in any third-party discussions, conversations, negotiations or other communications regarding, or furnish to any other person any non-public information with respect to any proposal that constitutes, or would reasonably be expected to lead to an Acquisition Proposal.

Lock-Up

Each Supporting Shareholder agreed that during the term of its applicable Support Agreement, such Supporting Shareholder will not transfer any applicable Intelsat common shares. Notwithstanding the foregoing, each Supporting Shareholder may transfer any or all of its applicable Intelsat common shares:

•

to any affiliates of such Supporting Shareholder, including, any distribution or transfer to any investment fund, account or other entity managed, advised or sub-advised by the same manager, advisor or sub-advisor of such Supporting Shareholder or any affiliate thereof or any distribution to partners (general or limited), members, managers, stockholders or other equity holders of any Supporting Shareholder, subject to certain limitations set forth in the respective Support Agreement;

•

with the prior written consent of SES, acting in its sole discretion;

•

in connection with any exercise of Intelsat warrants as is necessary solely to satisfy any tax withholding obligations associated with such exercise; and

•

to any person, provided that (x) prior to the time at which the Intelsat Shareholder Approval is obtained, such transfer is not to certain satellite operators or any of their affiliates, and (y) at any time, (1) such transfer is made in accordance with the requirements for transfer set forth in the Intelsat Shareholders Agreement and (2) prior to and as a condition to the effectiveness of such transfer, each person to which any of such applicable Intelsat common shares or any interest in any of such Intelsat common shares is transferred will have executed and delivered to SES a joinder agreement binding such person to the terms and provisions of the corresponding Support Agreement.

The PIMCO Funds Support Agreement contains additional exceptions to the lock-up provision.

Termination

The Support Agreements will terminate on the earliest to occur of (i) the termination of the Share Purchase Agreement in accordance with its terms; (ii) the Closing; (iii) the effectiveness of any amendment, modification or waiver to the Share Purchase Agreement, without the prior written consent of a majority of the Supporting

Shareholders holding the applicable Intelsat common shares that (A) reduces the consideration to be paid to Intelsat in connection with the Transactions, (B) changes the form of consideration payable in the connection with the Transactions, (C) extends the Outside Date or extensions thereof, or (D) otherwise amends the Share Purchase Agreement or any document or agreement referenced in the Share Purchase Agreement, in a manner that would be adverse to the Supporting Shareholders in any material respect; (iv) waiver of certain conditions to the consummation of the Transactions as set forth in the Support Agreements; (v) a material breach by SES of any of its representations, warranties, covenants or agreements contained in the Support Agreements or the Share Purchase Agreement, subject to certain limitations in the Support Agreements; (vi) the enaction or issuance of a law after the date of the Support Agreements which has the effect of enjoining, restraining, making illegal or otherwise prohibiting the consummation of the Transactions; and (vii) the mutual written consent of the parties.

U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE TRANSACTIONS

The following discussion is a general summary of U.S. federal income tax considerations relating to the Transactions that are relevant to a U.S. Holder of Intelsat common shares whose equity securities are exchanged for cash and CVRs pursuant to the Liquidation. This discussion is for general informational purposes only and is not to be construed as tax advice. Each U.S. Holder is urged to consult its tax advisor as to the particular tax considerations to such U.S. Holder of the Transactions. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this prospectus and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect.

This discussion is limited to U.S. Holders who hold their Intelsat common shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion does not describe any of the tax considerations arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of any alternative minimum tax, the Medicare net investment income surtax, or estate, gift or other tax laws that may be relevant or applicable to a particular holder in connection with the Transactions and the receipt of, and payments with respect to, CVRs.

This discussion does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances. For example, this discussion does not address U.S. Holders who:

•

may be subject to special treatment under U.S. federal income tax laws, such as financial institutions or banks; tax-exempt organizations (including private foundations); S corporations or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes; insurance companies; mutual funds; retirement plans; dealers in stocks and securities; traders in securities that elect to use the mark-to-market method of accounting for their securities; regulated investment companies; real estate investment trusts; entities subject to the U.S. anti-inversion rules; or certain former citizens or long-term residents of the United States;

•

are controlled foreign corporations or passive foreign investment companies;

•

are subject to the alternative minimum tax;

•

hold Intelsat common shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction;

•

received their Intelsat common shares in connection with the performance of services;

•

have a “functional currency” that is not the U.S. dollar;

•

are required to accelerate the recognition of any item of gross income with respect to Intelsat common shares or the CVRs as a result of such income being recognized on an applicable financial statement; or

•

own (directly, indirectly or constructively) (i) 10% or more of the total combined voting power of all classes of shares entitled to vote of Intelsat, or (ii) 10% or more of the total value of all classes of shares of Intelsat.

If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of Intelsat common shares, then the U.S. federal income tax considerations applicable to a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Each partnership holding Intelsat common shares and each partner therein is urged to consult its tax advisor regarding the U.S. federal income tax considerations applicable to it relating to the Transactions and the receipt of, and payments with respect to, CVRs.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax considerations of the Transactions described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations of the Transactions or any related transactions. The use of words such as “will” and “should” in any tax-related discussion contained in this discussion is not intended to convey a particular level of comfort.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER OF INTELSAT COMMON SHARES. EACH SUCH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR CONCERNING THE U.S. FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE LIQUIDATION AND THE RECEIPT OF, AND PAYMENTS WITH RESPECT TO, CVRS IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSIDERATIONS ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR ANY NON-INCOME TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Intelsat common shares that is for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation, or other entity that is classified as a corporation, created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

U.S. Federal Income Tax Considerations of the Acquisition to U.S. Holders

Because a U.S. Holder does not participate in any exchange pursuant to the Acquisition, a U.S. Holder will not realize any gain or loss for U.S. federal income tax purposes as a result of the Acquisition, including the acquisition by SES of Intelsat’s assets, subject to certain exceptions, and 100% of the outstanding shares of Holdings, as well as the assumption by SES of certain liabilities of Intelsat, in each case, subject to the terms and conditions of the Share Purchase Agreement.

U.S. Federal Income Tax Considerations of the Liquidation to U.S. Holders

Receipt of Cash and CVRs in the Liquidation, Generally

Following the Acquisition, in the Liquidation, Intelsat will liquidate and distribute its remaining assets to Intelsat’s sharesholders. As a result of the Liquidation, for U.S. federal income tax purposes, a U.S. Holder will be treated as receiving, in a taxable transaction, a distribution of cash and CVRs in complete liquidation of Intelsat as full payment in exchange for such U.S. Holder’s Intelsat common shares.

A U.S. Holder generally will recognize capital gain or loss on an exchange of Intelsat common shares for the cash and CVRs distributed pursuant to the Liquidation, in an amount equal to the difference, if any, between (i) the amount of cash received plus the fair market value (determined as of the time at which the Liquidation is effective (the “Effective Time”)) of any CVRs received and (ii) such U.S. Holder’s adjusted tax basis in the Intelsat common shares deemed exchanged in the complete liquidation. Any capital gain or loss recognized generally will be long-term capital gain or loss if the exchanging U.S. Holder’s holding period for such equity securities exceeds one year. The deductibility of capital losses is subject to limitations. Gain or loss generally will be determined separately for each block of equity securities (that is, Intelsat common shares acquired at the same cost in a single transaction) exchanged pursuant to the Liquidation.

A U.S. Holder’s initial tax basis in a CVR received in the Liquidation will be equal the fair market value of such CVR at the Effective Time as determined for U.S. federal income tax purposes. The holding period for a CVR will begin on the day following the date of the Effective Time.

This discussion assumes that the receipt of cash and CVRs by a U.S. Holder in the Liquidation is treated as a “closed transaction” for U.S. federal income tax purposes, meaning that a U.S. Holder will measure its gain or loss upon its exchange of Intelsat common shares in the Liquidation based on the amount of cash received plus the fair market value of the CVRs at the Effective Time. However, the U.S. federal income tax treatment of the receipt of the CVRs is unclear. There is no legal authority directly addressing the U.S. federal income tax treatment of the receipt of the CVRs, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a contrary position.

U.S. Federal Income Tax Considerations of the Ownership and Disposition of CVRs

Receipt of CVR Payments

There is no authority directly addressing the U.S. federal income tax treatment of receiving payments on the CVRs and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain. For example, payments with respect to the CVRs could be treated as payments with respect to a sale or exchange of a capital asset or as giving rise to ordinary income. In addition, it is unclear how a U.S. Holder of CVRs would recover its adjusted tax basis with respect to payments thereon.

If the receipt of payments on the CVRs are treated as payments with respect to a sale or exchange of a capital asset, then a U.S. Holder would recognize gain or loss equal to the difference between the amount of such payment(s) (less any portion of such payment(s) that may be required to be treated as imputed interest, as described below under “Imputed Interest”) and the U.S. Holder’s adjusted tax basis in the CVR. Such gain or loss would generally be long-term capital gain or loss if the U.S. Holder has held the CVR for more than one year at the time of such payment. Additionally, a U.S. Holder would generally recognize a capital loss to the extent of any remaining basis after the expiration of all rights to cash payments under such U.S. Holder’s CVR. The deductibility of capital losses is subject to certain limitations.

If the receipt of payments on the CVRs (or a payment in exchange for a CVR) are not treated as payments with respect to a sale or exchange of a capital asset, then a U.S. Holder may be treated as recognizing ordinary income in respect of such payment.

Each U.S. Holder is urged to consult its tax advisor as to the U.S. federal income tax treatment of the receipt of a payment on the CVRs.

Imputed Interest

Pursuant to the imputed interest rules of the Code, if under a contract for the sale or exchange of property one or more cash payments are due more than one year after the sale of exchange, each cash payment due more than six months after the date of such sale or exchange contains an amount of imputed interest. It is unclear to the extent that these imputed interest rules apply to payments under the CVRs. If a payment with respect to a CVR is made more than one year after the Closing Date, a portion of any CVR payment that is due more than six months after the consummation of the Liquidation may be reported as interest and subject to U.S. federal income tax as ordinary income. The portion of any payment made with respect to a CVR treated as imputed interest will be determined at the time such payment is made in accordance with the Code and applicable Treasury Regulations. The balance of the CVR payment will be treated as discussed above under “Receipt of CVR Payments.”

Sale, Exchange or other Disposition of a CVR

Upon a sale, exchange or other disposition of a CVR, a U.S. Holder will recognize capital gain or loss equal to the difference between (i) the sum of the amount of any cash received upon such sale, exchange or other

disposition and the fair market value of any property received upon such sale or exchange and (ii) the U.S. Holder’s adjusted tax basis in the CVR. Such gain or loss generally will be long-term capital gain or loss if the U.S. Holder has held the CVR for more than one year. A portion of the amount received by a U.S. Holder upon the sale or exchange of a CVR may be treated as imputed interest income, determined under the method described above under “Imputed Interest.”

Termination of the CVRs for No Consideration

If the CVRs terminate without SES having made any CVR payments or payment of other consideration, a U.S. Holder should recognize capital loss equal to such U.S. Holder’s adjusted tax basis in the CVRs at the time of the termination. The deductibility of capital losses is subject to limitations. A U.S. Holder who does not sell, exchange or otherwise dispose of a CVR may not be able to recognize a loss with respect to the CVR until the U.S. Holder’s right to receive all payments under the CVR terminates.

Due to the legal and factual uncertainty regarding the valuation and tax treatment of the CVRs, each U.S. Holder is urged to consult its tax advisor concerning the tax considerations to it resulting from the receipt of, and payments with respect to, CVRs in the Liquidation.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSIDERATIONS TO IT OF THE RECEIPT OF CASH AND CVRS FOR SUCH U.S. HOLDER’S OF INTELSAT COMMON SHARES PURSUANT TO THE TRANSACTIONS, AND PAYMENTS MADE WITH RESPECT TO THE CVRS, UNDER ANY U.S. FEDERAL, STATE, NON-U.S., LOCAL OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

LUXEMBOURG TAX CONSIDERATIONS OF THE TRANSACTIONS

The following discussion is a general summary of Luxembourg tax considerations relating to the Transactions that are relevant to holders of Intelsat common shares whose equity securities are exchanged for cash and CVRs pursuant to the Liquidation. This discussion is for general informational purposes only and is not to be construed as tax advice. Intelsat’s shareholders are urged to consult their own tax advisors as to the particular tax consequences to them of the Transactions.

The summary of the Luxembourg tax consequences of the Transactions is based on the laws of the Grand-Duchy of Luxembourg, including the Income Tax Law of December 4, 1967, (“ITL”), the Municipal Business Tax Law of December 1, 1936, and the Net Wealth Tax Law of October 16, 1934, including the regulations promulgated thereunder, and published judicial decisions rendered by Luxembourg administrative jurisdictions that may be relevant to the Transactions, each as amended and in effect on the date hereof and is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect). Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below.

This discussion does not purport to be a complete analysis of all of the Luxembourg tax considerations that may be relevant to particular holders in light of their particular facts and circumstances. For example, this discussion does not address Intelsat’s shareholders who may be subject to a special tax regime under Luxembourg income tax laws (such as the law of May 11, 2007 on family estate management companies, as amended, the law of December 17, 2010 on undertakings for collective investment, as amended, the law of February 13, 2007 on specialized investment funds, as amended, the law of July 23, 2016 on reserved alternative investment funds, the law of March 22, 2004 on securitization, as amended, the law of June 15, 2004 on venture capital vehicles, as amended and the law of July 13, 2005 on pension saving companies and association).

If a partnership (including an entity or arrangement treated as a partnership) for Luxembourg tax purposes is a beneficial owner of Intelsat common shares, then the Luxembourg tax considerations applicable to a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding Intelsat common shares and partners therein should consult their tax advisors regarding the Luxembourg considerations applicable to them relating to the Transactions and the receipt of, and payments with respect to, CVRs.

No ruling has been or will be obtained from the Luxembourg tax authorities (“LTA”), or any other taxing authority regarding the Luxembourg tax considerations of the Transactions described below. No assurance can be given that the LTA or any other taxing authority will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the LTA in the event of litigation. Furthermore, no opinion of counsel has been or will be rendered with respect to any tax considerations of the Transactions or any related transactions. The use of words such as “will” and “should” in any tax-related discussion contained in this discussion is not intended to convey a particular level of comfort.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. EACH HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE LUXEMBOURG TAX CONSIDERATIONS RELATING TO THE ACQUISITION, THE LIQUIDATION AND THE RECEIPT OF, AND PAYMENTS WITH RESPECT TO, CVRS IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSIDERATIONS ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR ANY NON-INCOME TAX LAWS.

As used herein, a “Luxembourg individual Holder” means an individual resident in Luxembourg that is a beneficial owner of Intelsat common shares who is subject to personal income tax (impôt sur le revenu) on his or her worldwide income from Luxembourg or foreign sources.

In addition, a “Luxembourg corporate Holder” means a corporation or other entity taxable as a corporation (that is organized under the laws of Luxembourg under Article 159 of the ITL) resident in Luxembourg that is a beneficial owner of Intelsat common shares that is subject to corporate income tax (impôt sur le revenu des collectivités) and municipal business tax (impôt commercial communal) on its worldwide income from Luxembourg or foreign sources. A Luxembourg corporate holder is also subject to net wealth tax (impôt sur la fortune) on its worldwide wealth.

For purposes of this summary, Luxembourg individual holders and Luxembourg corporate holders are collectively referred to as “Luxembourg Holders.” A “Non-Luxembourg Holder” means any beneficial owner of Intelsat common shares other than a Luxembourg Holder.

Luxembourg Tax Consequences of the Acquisition to Luxembourg Holders

At the level of Intelsat, the Acquisition will entail for Luxembourg tax purposes the realization of all its assets and liabilities and thus the realization of any latent gain or loss. Any gain realized upon the transfer of its participation in Holdings should be fully tax exempt as the conditions for the Luxembourg capital gains participation exemption should be met, subject however to the application of the so-called recapture rule. As no amount has been recognized at Intelsat’s level under the so-called recapture rule, Intelsat does not expect to be taxable in relation to the sale of its assets and liabilities.

Luxembourg Tax Regime Applicable to the Issuance of the CVRs

The CVRs will be issued to Intelsat as part of the consideration for the Acquisition. As such the issuance of the CVRs should not trigger any withholding tax in Luxembourg.

Likewise, in view of the fact that the CVRs represent part of the consideration for the Acquisition to be paid to Intelsat, any contingent cash payment under the CVRs should not trigger any withholding tax in Luxembourg under article 146 of the ITL.

Luxembourg Tax Consequences of the Liquidation

Following the Acquisition, Intelsat will be liquidated and will transfer its remaining assets (including the CVRs) and liabilities to Intelsat’s shareholders.

Taxable Liquidation Profit at Intelsat Level

The distribution of the CVRs to Intelsat’s shareholders is expected to occur promptly following the Closing. It is therefore not anticipated that the value of the CVRs will vary between the Closing and the distribution of the CVRs under the Liquidation. Consequently, the Liquidation should not lead to the recognition of any capital gains attached to the CVRs at the level of Intelsat when determining its taxable liquidation result pursuant to article 169 ITL. Should the value of the CVRs increase between Closing and the distribution of the CVRs pursuant to the Liquidation, any capital gain realized should be taxable at the level of Intelsat, unless such increase in value qualifies as a price adjustment under the Acquisition, in which case it could fall under the capital gains participation exemption on the sale of the shares of Holdings. This qualification, however, remains uncertain.

Luxembourg Withholding Tax

The distribution of the CVRs to the Holders within the Liquidation should not be subject to any withholding tax in Luxembourg in accordance with Articles 97(3)(d) and 146(1) ITL.

Receipt of Cash and CVRs in the Liquidation

General

As a result of the Liquidation, Luxembourg Holders will be treated as receiving, in a taxable transaction, a distribution of cash and CVRs in complete liquidation of Intelsat as full payment in exchange for Intelsat common shares.

A Luxembourg Holder’s initial tax basis in a CVR received in the Liquidation will be equal the fair market value of such CVR at the Effective Time as determined for Luxembourg tax purposes. The holding period for a CVR will begin on the day of the Effective Time.

Luxembourg Tax Consequences of the Liquidation to Luxembourg Holders

A Luxembourg Holder of Intelsat common shares generally will recognize either capital gain or loss or, for Luxembourg corporate Holders and in accordance with Article 166 ITL, will be deemed receiving dividends for the cash and CVRs distributed pursuant to the Liquidation.

Luxembourg Individual Holders

Luxembourg individual Holders will be subject to Luxembourg income taxes for capital gains in the following cases: if the shares held in Intelsat (x) represent the assets of a business or (y) if they were acquired for speculative purposes (i.e., disposed within the Liquidation within six months after acquisition), in which case any capital gain will be taxed at ordinary income tax rates (including unemployment fund contributions), and subject to dependence insurance contribution.

If the Intelsat shares do not represent the assets of a business, and the Liquidation of Intelsat occurs more than six months after the acquisition of the Intelsat shares by such Luxembourg individual Holder, then any capital gains realized by such Luxembourg individual Holder should in principle be tax exempt unless the Intelsat shares are deemed to belong to a substantial participation within the meaning of Article 100 ITL (i.e., a direct or indirect participation representing more than 10.0 percent of the share capital, owned by the Luxembourg resident individual Holder (alone or together with his or her spouse or partner and underage children) at any time during the five years preceding the disposal), in which case, any capital gains should be taxable at half of the overall tax rate (including unemployment fund contributions) of the relevant individual. In this case, the capital gains would also be subject to dependence insurance contribution.

Luxembourg Corporate Holders

Luxembourg corporate Holders may be tax exempt on any liquidation proceed received pursuant to the Liquidation provided the conditions under the dividend participation exemption are met:

•

the Luxembourg corporate Holder is a qualifying corporate entity holding at least 10% of the total share capital of Intelsat or acquired the shares held in Intelsat for at least EUR 1,200,000; and

•

the Luxembourg corporate Holder has held its qualifying stake in the capital of Intelsat for an uninterrupted period of at least twelve (12) months at the time of the Liquidation.

Luxembourg Tax Consequences of the Liquidation to Non-Luxembourg Holders

Subject to any applicable tax treaty, an individual who is a Non-Luxembourg Holder of CVRs (and who does not have a permanent establishment, a permanent representative, or a fixed place of business in

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Luxembourg to which the CVRs are attributable) will, except for certain former Luxembourg individual holders and non-Luxembourg individual holders realizing within a period of 6 months after acquisition a substantial participation within the meaning of Article 100 ITL, not be taxable in Luxembourg upon the Liquidation.

Subject to any applicable tax treaty, a corporate Non-Luxembourg Holder of CVRs (which does not have a permanent establishment, a permanent representative, or a fixed place of business in Luxembourg to which CVRs are attributable) will, except for certain former Luxembourg corporate Holders and Non-Luxembourg corporate Holders realizing within a period of 6 months after acquisition a substantial participation within the meaning of Article 100 ITL, not be taxable in Luxembourg upon the Liquidation.

Luxembourg Tax Consequences of the Ownership and Disposition of CVRs

Luxembourg Withholding Tax

Payments under the CVRs to the Holders should not be subject to any withholding tax in Luxembourg as such payment should qualify as a payment for part of the consideration for the Acquisition and a payment of a substitute income to the payment of Liquidation proceeds which are not subject to withholding tax.

Receipt of CVR Payments

There is no authority addressing the Luxembourg income tax treatment of receiving payments on the CVRs and, therefore, the amount, timing and character of any gain, income or loss with respect to the CVRs is uncertain.

SES intends, however, to treat any payment under the CVRs as a price adjustment under the Acquisition. As such, payments with respect to the CVRs should be treated in the hands of Luxembourg Holders as an adjustment of the proceeds received within the Liquidation (i.e. substitute income) and should then be taxed in the same way any proceed received within the Liquidation.

Please refer to section “Luxembourg Tax Consequences of the Liquidation” above.

As discussed above, the Luxembourg income tax treatment of the CVRs is unclear. Thus, there can be no assurance that the LTA would not assert, or that a court would not sustain, a position that any CVR payment does not qualify as a substitute income. If such position were sustained, all or any part of any CVR payment could be treated as ordinary income.

Net Wealth Tax

Luxembourg net wealth tax will not be levied on a Luxembourg individual Holder holding CVRs.

Luxembourg net wealth tax will be levied on Luxembourg corporate Holders not entitled to a specific net wealth tax exemption based on Luxembourg domestic law with respect to their CVRs.

Net wealth tax is levied annually at a rate of 0.5% on the net wealth of enterprises resident in Luxembourg on an amount of unitary value as determined for net wealth tax purposes up to and excluding €500.0 million. When the unitary value exceeds the aforementioned threshold, net wealth tax is levied at 0.05% on the portion of the unitary value exceeding €500.0 million. For determining the Luxembourg net wealth, the CVR shall be valued at the fair market value.

Luxembourg net wealth tax will not be levied on a Non-Luxembourg Holder with respect to the CVRs unless they are attributable to an enterprise or part thereof which is carried on through a permanent establishment, a fixed place of business, or a permanent representative in Luxembourg of such Non-Luxembourg corporate Holder.

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Sale, Exchange or Other Disposition of a CVR

Upon a sale, exchange or other disposition of a CVR, a Luxembourg Holder will recognize capital gain or loss equal to the difference between the amount of any cash received upon such sale, exchange or other disposition and the fair market value of CVR received within the Liquidation.

For Luxembourg individual Holders, please refer to section “Luxembourg Tax Consequences of the Liquidation - Luxembourg Individual Holders” above.

Capital gains realized upon the disposal of CVRs by a fully-taxable resident Luxembourg corporate Holders (without benefiting from a special tax regime) will, in principle, be subject to corporate income tax and municipal business tax.

Termination of the CVRs for No Consideration

If the CVRs terminate without having made any CVR payments or payment of other consideration by SES, Luxembourg Holders will recognize capital loss equal to acquisition price of the CVRs at the time of the Liquidation. The deductibility of capital losses is subject to limitations.

Non-Luxembourg Holders

A non-resident Holder, not having a fixed place of business, a permanent establishment or permanent representative in Luxembourg to which the CVRs are attributable, is, in principle, not subject to Luxembourg income tax on cash payment accrued or received under the CVRs or on gain realized on the sale or disposal in any form whatsoever of the CVRs.

Registration, Estate and Gift Taxes

No registration tax or stamp duty will be payable by a holder of CVRs in Luxembourg upon the disposal thereof. No estate or inheritance tax is levied on the transfer of CVRs upon the death of a holder thereof in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes.

THE FOREGOING SUMMARY ARE FOR GENERAL INFORMATION ONLY AND DOES NOT DISCUSS ALL ASPECTS OF LUXEMBOURG TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH AND CVRs FOR THEIR INTELSAT COMMON SHARES PURSUANT TO THE TRANSACTIONS, AND PAYMENTS MADE WITH RESPECT TO THE CVRs, UNDER ANY LUXEMBOURG, FOREIGN OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Overview

The unaudited pro forma condensed consolidated financial information included in this section presents the historical consolidated financial information of the SES Group, adjusted to give effect to the Acquisition of Intelsat by SES, has been prepared in accordance with Article 11 of Regulation S-X and includes the following:

the unaudited pro forma condensed combined income statement of the Combined Group for the year ended December 31, 2024 that has been prepared to illustrate the effect on the condensed combined income statements of the Combined Group as if the Acquisition and related financing had been completed on January 1, 2024; and

The SES Group’s consolidated financial statements were prepared in accordance with IFRS and the Intelsat Group’s consolidated financial statements were prepared in accordance with U.S. GAAP. The pro forma financial information includes (i) adjustments to convert the financial information of the Intelsat Group from U.S. GAAP to IFRS, and (ii) reclassifications to conform the Intelsat Group’s historical accounting policies and presentation to the SES Group’s accounting policies and presentation, for known material items.

Assumed Purchase Price Allocation

The Acquisition will be accounted for as a business combination using the acquisition method of accounting under IFRS 3. The preliminary consideration amounts to €3.5 billion and is composed of the initial purchase price of €3.0 billion, the equivalent of $3.1 billion (based on an FX rate of 1.0389 as at December 31, 2024), and as explained more fully below an estimated fair value of €531 million contingent consideration in respect of CVRs, the equivalent of $552 million based on an FX rate of 1.0389 as at December 31, 2024. SES does not have full access to all financial information of the Intelsat Group due to regulatory restrictions. However, for the purpose of pro forma financial information the Company believes based on information available to the Company that the carrying values in the historical financial statements of Intelsat reasonably approximate to the fair values. As a result, for the purpose of these pro forma financial information, the assumed allocation of the estimated purchase price is based upon the carrying value of Intelsat’s assets and liabilities acquired which are assumed to approximate fair value. The actual fair values of assets and liabilities will be determined after the completion of the Acquisition and may vary materially from the assumed purchase price allocation presented in this prospectus.

Fresh Start Accounting for Intelsat Group

Intelsat Group’s assets and liabilities, other than contracts assets and liabilities, as well as deferred income taxes, were fair valued as of February 28, 2022 upon the application of fresh start accounting (“Fresh Start Accounting”).

On emergence from bankruptcy, Intelsat adopted Fresh Start Accounting in accordance with Accounting Standards Codification (“ASC”) 852 – Reorganizations. The application of the Fresh Start Accounting was reflected in Intelsat’s consolidated financial statements as of February 28, 2022 (the “Fresh Start Reporting Date”). Upon adoption of Fresh Start Accounting, reorganization values were allocated to the Intelsat Group’s individual assets and liabilities, other than deferred income taxes, based on their estimated fair values as of the Fresh Start Reporting Date, with the remaining excess value allocated to goodwill in conformity with ASC 805. The enterprise and equity value of the Company, as well as the fair values of the Intelsat’s principal assets and liabilities were estimated based on a valuation performed by third-party valuation advisors, using various valuation methods, including a calculation of the present value of future cash flows based on financial projections and a peer group trading analysis.

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Basis of Unaudited Pro Forma Financial Information

The pro forma financial information of the Combined Group and the accompanying notes thereto, have been prepared on a basis illustrating the effect of the Acquisition and the related financing as if they had taken place on January 1, 2024, in respect of the unaudited pro forma condensed combined income statement, and as at December 31, 2024, in respect of the unaudited pro forma condensed combined statement of financial position.

The pro forma financial information reflects those adjustments necessary to give effect to the Acquisition and the related financing, as well as alignment to the accounting principles, financial presentation and estimates applied by SES and is prepared in accordance with the basis of preparation as described in the notes set out below.

SES believes that the assumptions applied in the pro forma adjustments are reasonable and factually supportable based on available information and give effect to events that are directly attributable to the Acquisition and related transactions. By its nature, the pro forma financial information addresses a hypothetical situation and does not, therefore represent the SES Group’s actual or future financial position or results of operations. The actual results and any future results may differ significantly from those reflected in the pro forma financial information for a number of reasons, including, but not limited to, differences in assumptions used to prepare the pro forma financial information.

In preparing the pro forma financial information, SES’s management has applied the consolidated financial information of Intelsat and its subsidiaries, rather than that of Holdings (Intelsat’s direct 100% subsidiary which is the direct and indirect shareholder of all the other Intelsat subsidiaries and affiliates). Accordingly, SES believes that the combined financial information consolidated at Intelsat level and the combined financial information consolidated at Holdings level are not materially different for the purposes of the pro forma financial information.

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the condensed combined financial position or results of operations that would have been achieved had the Acquisition occurred on January 1, 2024, nor is it meant to be indicative of any anticipated condensed combined financial position or future results of operations that the Combined Group will experience after the completion of the Acquisition. The pro forma financial information is based on the SES Group’s accounting policies. Further review may identify additional differences between the accounting policies of the SES Group and the Intelsat Group that, when conformed, could have a material impact on the financial statements of the Combined Group. The pro forma financial information does not reflect any adjustment for liabilities or related costs of any integration and similar activities, or benefits, including potential synergies that may be derived in future periods, from the Acquisition.

The unaudited pro forma adjustments are based upon the best available information and assumptions which SES believes to be reasonable. There can be no assurance that the final allocation of the purchase price and the fair values will not materially differ from the assumed amounts reflected in the pro forma financial information. Adjustments included in the pro forma financial information are based on items that are factually supportable and directly attributable to the Acquisition. Other than in respect of the one-time alignment adjustments between U.S. GAAP and IFRS (as set out in Note 3, hereto), for the purposes of the unaudited pro forma condensed combined income statement, the adjustments are expected to have a continuing impact on the combined results.

Neither the assumptions underlying the preparation of the pro forma financial information nor the resulting pro forma financial information have been audited or reviewed in accordance with any generally accepted auditing standards.

We note that the adjustments made to convert Intelsat’s financial information from U.S. GAAP to IFRS, as issued by IASB are based upon the limited information available to date, are preliminary and are subject to change once more detailed information is available. However, some material differences may exist between U.S.

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GAAP and IFRS that have not been disclosed because the effect would have been reversed through pro forma adjustments and would not influence the final figures. In addition, some differences have not been addressed as part of the conversion exercise when they related to items that will be re-measured at fair value as part of the forthcoming purchase price allocation exercise, as detailed below.

Rounding adjustments to the nearest one decimal place have been made and, therefore, figures shown as total may not be the exact arithmetic aggregation of the figures that preceded them. You should read the entire prospectus as a whole and not rely solely on the financial information contained in this section of the prospectus.

The pro forma financial information has been derived from and should be read in conjunction with:

•

The consolidated financial statements and accompanying notes of SES as of December 31, 2024 and 2023 and for the three years ended December 31, 2024, included in this prospectus; and

•

The consolidated financial statements and accompanying notes of Intelsat and its subsidiaries as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), included in this prospectus.

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Unaudited pro forma condensed combined income statement

For the year ended December 31, 2024


€million	Historical SES Group (IFRS)(Note 2)			Pro forma Intelsat Group (IFRS) (Note 3)			Pro forma acquisition and financing adjustments (Note 4)			Total Pro forma combined
Revenue		2,001			1,794			(143	)		3,652
C-band repurposing income		88			158			—			246
Other income		3			10			—			13
Cost of sales		(461	)		(495	)		147			(809	)
Staff costs		(402	)		(358	)		(20	)		(780	)
Other operating expenses		(236	)		(295	)		(34	)		(565	)
Operating expenses		(1,099	)		(1,148	)		93			(2,154	)
Depreciation expense		(650	)		(475	)		—			(1,125	)
Property, plant and equipment impairment		(216	)		(93	)		—			(309	)
Amortization expense		(156	)		(110	)		—			(266	)
Intangible assets impairment		93			—			—			93
Operating profit/(loss)		64			136			(50	)		150
Finance income		136			62			—			198
Finance costs		(139	)		(257	)		(52	)		(448	)
Net financing costs		(3	)		(195	)		(52	)		(250	)
Other non-operating income / expenses (net)		21			—			—			21
Share of net profit of joint ventures accounted for using the equity method		—			1			—			1
Impairment expense on investments		—			(3	)		—			(3	)
Profit/(loss) before tax		82			(61	)		(102	)		(81	)
Income tax (expense)/benefit		(55	)		3			—			(52	)
Profit/(loss) after tax		27			(58	)		(102	)		(133	)
Profit/(loss) for the year		27			(58	)		(102	)		(133	)
Attributable to:
Owners of the parent		15			(56	)		(102	)		(143	)
Non-controlling interests		12			(2	)		—			10
Basic and diluted loss per share (in euro)		27			(58	)		(102	)		(133	)
Class A shares (in million)		0.00									(0.37	)
Class B shares (in million)		0.00									(0.15	)

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”

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Unaudited pro forma condensed combined statement of financial position

As of December 31, 2024


€million	Historical SES Group (IFRS)(Note 2)		Pro forma Intelsat Group (IFRS) (Note 3)		Pro forma acquisition and financing adjustments (Note 4)			Total Pro forma combined
Non-current assets
Property, plant and equipment		2,924		2,489		4			5,417
Assets in the course of construction		1,348		824		—			2,172
Total property, plant and equipment		4,272		3,313		4			7,589
Intangible assets		908		2,332		653			3,893
Other financial assets		34		255		—			289
Prepayments		2		—		—			2
Trade and other receivables		107		194		—			301
Deferred customer contract costs		1		—		—			1
Deferred tax assets		701		22		—			723
Total non-current assets		6,025		6,116		657			12,798
Current assets
Inventories		49		206		—			255
Trade and other receivables		649		346		(34	)		961
Deferred customer contract costs		2		—		—			2
Prepayments		58		112		—			170
Income tax receivable		23		8		—			31
Restricted cash		—		11		—			11
Cash and cash equivalents		3,521		960		(2,984	)		1,497
Total current assets		4,302		1,643		(3,018	)		2,927
Total assets		10,327		7,759		(2,361	)		15,725
Equity
Attributable to the owners of the parent		3,423		2,832		(2,875	)		3,380
Non-controlling interests		69		29		(29	)		69
Total equity		3,492		2,861		(2,904	)		3,449
Non-current liabilities
Borrowings		4,247		2,888		—			7,135
Provisions		3		56		—			59
Deferred income		338		407		—			745
Deferred tax liabilities		212		75		—			287
Other long-term liabilities		55		98		—			153
Contingent value rights		—		—		531			531
Lease liabilities		32		626		—			658
Fixed assets suppliers		426		73		—			499
Total non-current liabilities		5,313		4,223		531			10,067
Current liabilities
Borrowings		273		—		—			273
Provisions		128		—		—			128
Deferred income		225		185		(9	)		401
Trade and other payables		678		400		21			1,099
Lease liabilities		19		65		—			84
Fixed assets suppliers		184		15		—			199
Income tax liabilities		15		10		—			25
Total current liabilities		1,522		675		12			2,209
Total liabilities		6,835		4,898		543			12,276
Total equity and liabilities		10,327		7,759		(2,361	)		15,725

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information”

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(€ million unless indicated otherwise)

Note 1 – Basis of preparation

The pro forma financial information, which includes the unaudited pro forma condensed combined statement of financial position as at December 31, 2024 and unaudited pro forma condensed combined income statement for the year ended December 31, 2024 has been prepared on a voluntary basis in accordance with Article 11 of Regulation S-X issued by the U.S. Securities and Exchange Commission, and the basis of the notes set out therein.

The pro forma financial information is based on:

The consolidated financial statements of SES as of December 31, 2024 and 2023 and for the three years then ended, prepared in accordance with IFRS Accounting Standards as issued by IASB and included elsewhere in this prospectus.

The consolidated financial statements of Intelsat as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), prepared in accordance with U.S. GAAP, and included elsewhere in this Prospectus, are considered by SES to represent the historical operations of Intelsat Holdings S.à r.l. for pro forma purposes.

The Acquisition will be accounted for as a business combination using the acquisition method of accounting under IFRS 3. The preliminary consideration amounts to €3.5 billion, representing the initial purchase price of €3.0 billion ($3.1 billion) and, as explained more fully below, an estimated fair value of €531 million ($552 million) for the contingent consideration in respect of CVRs. SES does not have full access to all financial information of the Intelsat Group due to regulatory restrictions. However, for the purpose of pro forma financial information the Company believes based on information available to the Company that the carrying values in the historical financial statements of Intelsat reasonably approximate to the fair values. As a result, for the purpose of these pro forma financial information, the assumed allocation of the estimated purchase price is based upon the carrying value of Intelsat’s assets and liabilities acquired which are assumed to approximate fair value. The actual fair values of assets and liabilities will be determined after the completion of the Acquisition and may vary materially from the assumed purchase price allocation presented herein.

On a provisional basis, the excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill.

The unaudited pro forma adjustments reflected in the pro forma condensed combined statement of financial position are based on items that are factually supportable and directly attributable to the Acquisition and are based upon available information, and certain assumptions described in the accompanying notes hereto, that management believes are reasonable under the given circumstances. Therefore, the pro forma financial information does not reflect the cost of any integration activities or benefits from the Acquisition, including potential synergies which may be generated in future periods.

The estimated income tax impacts of the pre-tax adjustments that are reflected in the pro forma financial information are calculated using an estimated blended statutory rate (1.8%), which is based on assumptions related to the jurisdictions in which those adjustments will be recorded. The estimated blended statutory rate and the effective tax rate of the Combined Group could be significantly different depending on the post-transaction activities and geographical mix of profit before taxes.

The assets and liabilities of Intelsat Group were translated into euro as at December 31, 2024 using an EUR/USD exchange rate of $1.0389, while the income and expense items of Intelsat Group for the year ended December 31, 2024 were translated at the average EUR/USD exchange rate of the year of $1.0863. The same EUR/USD exchange rates have been applied to convert the pro forma adjustments expressed in U.S. dollars.

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These exchange rates may differ from future exchange rates, which would have an impact on the pro forma financial information, and would also impact the purchase price accounting on the completion of the Acquisition.

The pro forma financial information does not include all information required for financial statements prepared under IFRS or U.S. GAAP and should be read in conjunction with the historical financial information of the SES Group and the Intelsat Group.

Further, Intelsat Group’s consolidated financial statements have been prepared and presented in accordance with U.S. GAAP, and therefore it may not be possible to compare the historical financial information of Intelsat Group with the historical financial information of SES Group. Investors are encouraged to review Intelsat Group’s consolidated financial statements as at and for the year ended December 31, 2024, which is included in this prospectus, in their entirety.

Note 2 – SES Group Consolidated IFRS Financial Information for 2024

This information has been extracted directly from the SES Group consolidated financial statements as at and for the year ended December 31, 2024 which are included in this prospectus.

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Note 3 – Intelsat Group – U.S. GAAP to IFRS differences and alignment of presentation to SES

Unaudited adjusted Intelsat Group’s income statement

For the year ended December 31, 2024


				U.S. GAAP to IFRS adjustments and reclassifications
$million	Historical Intelsat Group USD (U.S. GAAP)			Fair value adjustments (A)			C-band repurposing (B)			Goodwill Impairment (C)		Employee Benefits (D)			Shared-based Compensation (E)		Leases (F)			Income tax (G)			Joint ventures (H)		Reclassifications (I)			Accounting estimates (J)			Intelsat Group, USD IFRS			Intelsat Group, EUR IFRS
Revenue		1,986			(37	)		—			—		—			—		—			—			—		—			—			1,949			1,794
C-band repurposing income		—			—			—			—		—			—		—			—			—		172			—			172			158
Other income		—			—			—			—		—			—		—			—			—		11			—			11			10
Direct costs of revenue (excluding depreciation and amortization)		(827	)		—			—			—		—			2		21			—			—		804			—			—			—
Selling, general and administrative		(459	)		—			—			—		—			7		15			—			—		437			—			—			—
Other operating income/ (expense), net C-band		287			—			(121	)		—		—			—		—			—			—		(166	)		—			—			—
Cost of sales		—			—			—			—		—			—		—			—			—		(538	)		—			(538	)		(495	)
Staff costs		—			—			—			—		—			—		—			—			—		(389	)		—			(389	)		(358	)
Other operating expenses		—			—			—			—		—			—		—			—			—		(321	)		—			(321	)		(295	)
Operating expenses, excluding depreciation, amortization and impairment		(999	)		—			(121	)		—		—			9		36			—			—		(173	)		—			(1,248	)		(1,148	)
Other income (expense), net		5			—			—			—		(6	)		—		—			—			1		—			—			—			—
Depreciation and amortization		(590	)		—			68			10		—			—		(29	)		—			—		541			—			—			—
Satellite impairment		(101	)		—			—			—		—			—		—			—			—		—			—			(101	)		(93	)
Depreciation expense		—			—			—			—		—			—		—			—			—		(516	)		—			(516	)		(475	)
Amortization expense		—			—			—			—		—			—		—			—			—		(24	)		(95	)		(119	)		(110	)
Impairment of goodwill, non-amortizable intangibles and other assets		(291	)		—			—			291		—			—		—			—			—		—			—			—			—
Operating (loss)/profit		10			(37	)		(53	)		301		(6	)		9		7			—			1		11			(95	)		148			136
Finance income		—			—			—			—		—			—		—			—			—		68			—			68			62
Finance costs		—			—			—			—		—			—		—			—			—		(279	)		—			(279	)		(257	)
Interest expense		(267	)		10			(4	)		—		—			—		(10	)		—			—		271			—			—			—
Interest income		67			—			—			—		—			—		—			—			—		(67	)		—			—			—
Net financing costs		(200	)		10			(4	)		—		—			—		(10	)		—			—		(7	)		—			(211	)		(195	)
Share of net profit of joint ventures accounted for using the equity method		—			—			—			—		—			—		—			—			—		1			—			1			1
Impairment expense on investments		—			—			—			—		—			—		—			—			—		(5	)					(5	)		(3	)
Profit/(loss) before tax		(190	)		(27	)		(57	)		301		(6	)		9		(3	)		—			1		—			(95	)		(67	)		(61	)
Income tax expense		6			—			—			—		—			—		—			(3	)		—		—			1			4			3
Profit/(loss) after tax		(184	)		(27	)		(57	)		301		(6	)		9		(3	)		(3	)		1		—			(94	)		(63	)		(58	)
Profit/(loss) for the year		(184	)		(27	)		(57	)		301		(6	)		9		(3	)		(3	)		1		—			(94	)		(63	)		(58	)
Attributable to:
Owners of the parent		(182	)		(27	)		(57	)		301		(6	)		9		(3	)		(3	)		1		—			(94	)		(61	)		(56	)
Non-controlling interests		(2	)		—			—			—		—			—		—			—			—		—			—			(2	)		(2	)

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Unaudited adjusted Intelsat Group’s balance sheet

As of December 31, 2024


				U.S. GAAP to IFRS adjustments and reclassifications
$million	Historical Intelsat Group USD (U.S. GAAP)			Fair value adjustments (A)			C-band repurposing (B)			Goodwill Impairment (C)			Shared-based Compensation (E)			Leases (F)			Income tax (G)			Joint Ventures (H)		Reclassifications (I)			Accounting estimates (J)			Intelsat Group, USD IFRS		Intelsat Group, EUR IFRS
Non-current assets
Satellites and other property and equipment, net		4,464			—			(1,228	)		(24	)		—			229			—			—		(3,441	)		—			—		—
Property, plant and equipment		—			—			—			—			—			—			—			—		2,585			—			2,585		2,489
Assets in the course of construction		—			—			—			—			—			—			—			—		856			—			856		824
Total property, plant and equipment		4,464			—			(1,228	)		(24	)		—			229			—			—		—			—			3,441		3,313
Goodwill		784			(179	)		460			291			—			—			—			—		(1,356	)		—			—		—
Non-amortizable intangible assets		1,050			—			—			—			—			—			—			—		(1,050	)		—			—		—
Amortizable intangible assets, net		132			—			—			(20	)		—			—			—			—		(112	)		—			—		—
Intangible assets		—			—			—			—			—			—			—			—		2,518			(95	)		2,423		2,332
Contract assets, net of current portion and allowances		50			5			—			—			—			—			—			—		(55	)		—			—		—
Other assets		671			(23	)		—			—			—			(241	)		23			4		(434	)		—			—		—
Other financial assets		—			—			—			—			—			—			—			—		264			—			264		255
Trade and other receivables		—			—			—			—			—			—			—			—		202			—			202		194
Deferred tax assets		—			—			—			—			—			—			—			—		23			—			23		22
Total non-current assets		7,151			(197	)		(768	)		247			—			(12	)		23			4		—			(95	)		6,353		6,116
Current assets
Receivables, net of allowances		312			—			—			—			—			—			—			—		(312	)		—			—		—
Contract assets, net of allowances		54			(9	)		—			—			—			—			—			—		(45	)		—			—		—
Inventories		—			—			—			—			—			—			—			—		215			—			215		206
Inventory		215			—			—			—			—			—			—			—		(215	)		—			—		—
Prepaid expenses and other current assets		127			—			—			—			—			—			—			—		(127	)					—		—
Trade and other receivables		—			—			—			—			—			—			—			—		359			—			359		346
Prepayments		—			—			—			—			—			—			—			—		116			—			116		112
Income tax receivable		—			—			—			—			—			—			—			—		9			—			9		8
Restricted cash		11			—			—			—			—			—			—			—		—			—			11		11
Cash and cash equivalents		998			—			—			—			—			—			—			—		—			—			998		960
Total current assets		1,717			(9	)		—			—			—			—			—			—		—			—			1,708		1,643
Total assets		8,868			(206	)		(768	)		247			—			(12	)		23			4		—			(95	)		8,061		7,759
Equity
Common shares		1			—			—			—			—			—			—			—		(1	)		—			—		—
Paid-in capital		3,150			—			—			—			5			—			—			—		(3,155	)		—			—		—
Retained earnings		485			(69	)		(743	)		247			(5	)		(11	)		(4	)		4		96			—			—		—
Accumulated other comprehensive income (loss)		(3	)		—			—			—			—			—			(14	)		—		17			—			—		—

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				U.S. GAAP to IFRS adjustments and reclassifications
$million	Historical Intelsat Group USD (U.S. GAAP)			Fair value adjustments (A)			C-band repurposing (B)			Goodwill Impairment (C)		Shared-based Compensation (E)		Leases (F)			Income tax (G)			Joint Ventures (H)		Reclassifications (I)			Accounting estimates (J)			Intelsat Group, USD IFRS		Intelsat Group, EUR IFRS
Treasury shares		(7	)		—			—			—		—		—			—			—		7			—			—		—
Attributable to the owners of the parent		—			—			—			—		—		—								3,036			(94	)		2,942		2,832
Non-controlling interests		—			—			—			—		—		—			—			—		31			—			31		29
Noncontrolling interest		31			—			—			—		—		—			—			—		(31	)		—			—		—
Total equity		3,657			(69	)		(743	)		247		—		(11	)		(18	)		4		—			(94	)		2,973		2,861
Non-current liabilities
Long-term debt, net of current portion		3,000			—			—			—		—		—			—			—		(3,000	)		—			—		—
Borrowings		—			—			—			—		—		—			—			—		3,000			—			3,000		2,888
Contract liabilities, net of current portion		563			(140	)		—			—		—		—			—			—		(423	)		—			—		—
Deferred income		—			—			—			—		—		—			—			—		423			—			423		407
Finance lease liabilities, net of current portion		478			—			—			—		—		173			—			—		(651	)		—			—		—
Lease liabilities		—			—			—			—		—		—			—			—		651			—			651		626
Deferred satellite performance incentives, net of current portion		76			—			—			—		—		—			—			—		(76	)		—			—		—
Fixed assets suppliers		—			—			—			—		—		—			—			—		76			—			76		73
Deferred tax liabilities		—			—			—			—		—		—			—			—		79			(1	)		78		75
Deferred income tax liabilities		38			—			—			—		—		—			41					(79	)
Accrued retirement benefits, net of current portion		46			—			—			—		—		—			—			—		(46	)		—			—		—
Provisions		—			—			—			—		—		—			—			—		59			—			59		56
Other long-term liabilities		309			—			(22	)		—		—		(173	)		—			—		(13	)		—			101		98
Total non-current liabilities		4,510			(140	)		(22	)		—		—		—			41			—		—			(1	)		4,388		4,223
Current liabilities
Accounts payable and accrued liabilities		233			—			—			—		—		—			—			—		(233	)		—			—		—
Taxes payable		10			—			—			—		—		—			—			—		(10	)		—			—		—
Income tax liabilities		—			—			—			—		—		—			—			—		10			—			10		10
Employee related liabilities		71			—			—			—		—		—			—			—		(71	)		—			—		—
Accrued interest payable		63			—			—			—		—		—			—			—		(63	)		—			—		—
Finance lease liabilities		36			—			—			—		—		30			—			—		(66	)		—			—		—
Lease liabilities		—			—			—			—		—		—			—			—		68			—			68		65
Contract liabilities		189			3			—			—		—		—			—			—		(192	)		—			—		—
Deferred income		—			—			—			—		—		—			—			—		192			—			192		185
Deferred satellite performance incentives		16			—			—			—		—		—			—			—		(16	)		—			—		—
Fixed-assets suppliers		—			—			—			—		—		—			—			—		16			—			16		15
Other current liabilities		83			—			(3	)		—		—		(30	)		—			—		(50	)		—			—		—
Trade and other payables		—			—			—			—		—		—			—			—		415			—			415		400
Total current liabilities		701			3			(3	)		—		—		—			—			—		—			—			701		675
Total liabilities		5,211			(137	)		(25	)		—		—		—			41			—		—			(1	)		5,089		4,898
Total equity and liabilities		8,868			(206	)		(768	)		247		—		(11	)		23			4		—			(95	)		8,062		7,759

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Note 3 – Intelsat Group – U.S. GAAP to IFRS differences and alignment of accounting policies, estimates and presentation to SES

For the Intelsat Group, the consolidated statement of operations for the year ended December 31, 2024 and the consolidated balance sheet as at December 31, 2024 have been prepared in accordance with U.S. GAAP. As SES’s consolidated IFRS financial statements have a different presentation of the income statement and statement of financial position compared with the Intelsat Group’s U.S. GAAP financial statements and accounting records, reclassifications were performed in order to align the Intelsat Group presentation to that of SES. For the purposes of preparing the pro forma financial information, the Intelsat Group’s statement of operations and statement of financial position have been adjusted for known material differences between U.S. GAAP and IFRS.

A. Fair value adjustments – contract assets and liabilities

Under U.S. GAAP, Intelsat adopted ASU 2021-08 in the first quarter of 2022, which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination as if the acquirer had originated the contracts rather than adjust them to fair value. IFRS 3 requires assets and liabilities to be remeasured at fair value at the time of a change of control. No measurement principle exception exists within IFRS 3, therefore contract assets and liabilities are required to be remeasured at fair value. As a result of measuring contract assets and liabilities at fair value under IFRS, the following adjustments have been made:

As at December 31, 2024, the fair value of “Contract Assets”, current and non-current, was $4 million lower than their carrying values, therefore an adjustment was recorded and presented under “Contract Assets” in the unaudited pro forma condensed combined statement of financial position. As at December 31, 2024, the fair value of the “Contract liabilities”, current and non-current, was $137 million lower than the carrying value, reflected under the “Contract liabilities” adjustment in the unaudited pro forma condensed combined statement of financial position. A deferred tax liability adjustment of $23 million was recorded in respect of the contract liabilities adjustment mentioned above, presented as a decrease under “Other assets”. Goodwill was decreased by $179 million to reflect the changes explained above. “Retained” earnings was adjusted by $69 million to reflect the income statement impact, as described below.

During the year ended December 31, 2024, the difference in amortization attached to the contract liabilities was $37 million and is reflected as a decrease under “Revenue” in the unaudited pro forma condensed combined income statement adjustments. Related to this, a decrease of $10 million in interest expense reflects the impact of the financing component of the deferred revenue adjustment.

B. C-band repurposing—Reimbursable expenses and C-band leases

Under U.S. GAAP, as of December 31, 2024, Intelsat had received all C-band related payments and reimbursements, and had completed all applicable obligations in connection with C-band repurposing efforts. Therefore, no amounts were recorded on the consolidated statement of financial position as at December 31, 2024. Reimbursement income is recorded as “Other operating income/ expense, net C-band” in the consolidated statement of operations for the year ended December 31, 2024.

IAS 20 states that a company recognizes a government grant when there is a reasonable assurance that the grant will be received, and that the entity will comply with any conditions attached to the grant. Subject to the above, IAS 20 requires government grants to be recognized in profit or loss on a systematic basis over the periods in which the entity recognizes expenses for the related costs which the grants are intended to compensate. In the case of grants relating to depreciable assets, the grant is recorded as a reduction of the cost of the depreciable asset.

113

As a result, as at December 31, 2024 and for the year ended December 31, 2024, the following adjustments have been made:

•

An adjustment in the amount of $1,228 million in relation to reimbursable expenses for capital expenditure is presented under “Satellites and other property and equipment, net” in the unaudited pro forma condensed combined statement of financial position, to reflect the credits to the recorded book values of the related asset when the costs had been incurred and SES has obtained reasonable assurance that the costs will be reimbursed and that it will comply with the requirements attached to the reimbursement. This adjustment had also a $25 million decrease impact on “Other liabilities”, with a $3 million reduction in “Other current liabilities” and a $22 million reduction in “Other long-term liabilities” as well as an increase in goodwill of $460 million, with the remainder of the opposite impact being presented under “Retained earnings”.

•

An adjustment of $75 million was recorded under “Depreciation and amortization” in the unaudited pro forma condensed combined income statement for the year ended December 31, 2024 in order to reflect a lower depreciation expense of the C-band fixed assets related to the reimbursable expenses for capital expenditure. The conversion from C-band operating to finance leases led to an increase in the depreciation expense of $7 million, partly offsetting the adjustment explained above, as well as an increase in “Interest expense” by $4 million.

•

An adjustment of $132 million was recorded in the unaudited pro forma condensed combined income statement for the year ended December 31, 2024, under “Other operating expense (income), net” to reflect the lower income in relation to C-band reimbursable expenses under IFRS when compared to U.S. GAAP, while $11 million reflects a decrease in expenses due to the reclassification of leases from operating leases under U.S. GAAP to finance leases under IFRS.

C. Goodwill impairment

U.S. GAAP to IFRS adjustments to the unaudited adjusted Intelsat Group’s balance sheet as at

December 31, 2024 were as follows:


Financial statement line item	Intelsat Legacy reporting unit		Intelsat CA reporting unit
Satellites and other property and equipment, net (ii)		—		(24	)
Goodwill (i)		291		—
Amortizable intangible assets, net (ii)		—		(20	)

U.S. GAAP to IFRS adjustments to the unaudited adjusted Intelsat Group’s income statement for the year ended December 31, 2024 were as follows:


Financial statement line item	Intelsat Legacy reporting unit		Intelsat CA reporting unit		Total
Impairment of goodwill, non-amortizable intangibles and other assets (i)		291		—		291
Depreciation and amortization (ii)		—		10		10

Under U.S. GAAP, for the year ended December 31, 2024, a goodwill impairment of $291 million was recorded in respect of the Intelsat Legacy reporting unit, presented under “Impairment of goodwill, non-amortizable intangibles and other assets”. Under IFRS, the pro forma carrying value of the net assets of Intelsat Legacy’s reporting unit is lower than its fair value due to the U.S. GAAP to IFRS adjustments and therefore, Intelsat under IFRS would not have had a goodwill impairment.

114

ii.

During 2022, after the Fresh Start Reporting Date, an additional impairment was recorded in relation to goodwill for the Intelsat CA reporting unit under U.S. GAAP. The difference between the recoverable amount and the carrying value of the reporting unit exceeded the value of the remaining goodwill. Under U.S. GAAP, the goodwill was fully impaired, but no further impairment was recorded on the remainder of the assets included in the reporting unit as the sum of the undiscounted cash flows was greater than the carrying value of the net assets. Under IFRS, the impairment loss first reduces goodwill to zero, and if there is any additional impairment loss, the entity generally allocates it to each asset in the cash generating unit (“CGU”) on a pro rata basis.

As a result, an adjustment representing the additional IFRS impairment was recorded as at December 31, 2024, reflected as a decrease of $24 million for “Satellites and other property and equipment, net” and a decrease of $20 million for “Amortizable intangible assets, net.”, with a corresponding adjustment made to “Retained earnings”.

An adjustment of $10 million for the year ended December 31, 2024 was recorded to reflect the lower depreciation and amortization expense in respect of these assets, presented under “Depreciation and amortization”.

D. Employee benefits

For U.S. GAAP purposes, the Intelsat Group uses a market-related asset value to compute the expected return on assets, whereas IFRS requires the use of the fair market value. This difference results in a lower interest income on plan assets by $6 million for the year ended December 31, 2024 reflected in “Other income (expense), net”.

Under U.S. GAAP, the Intelsat Group has historically reflected the effect of expected administration expenses paid from plan assets implicitly in the expected investment return on plan assets. Under IFRS, expected administration expenses are recognized in the income statement, resulting in an increase in expense of $1 million for the year ended December 31, 2024, reflected in “Other income (expense), net”.

E. Share-based compensation

Under U.S. GAAP, awards with graded vesting are recognized as an expense on a straight-line basis over the vesting period. Under IFRS, an award with graded vesting is considered as separate grants with different vesting dates and fair values. As a result, an adjustment of $2 million decrease was made under “Direct costs of revenue (excluding depreciation and amortization)” and $7 million decrease under “Selling, general and administrative” expenses for the year ended December 31, 2024 in order to reflect the higher expense under IFRS.

F. Leases

Under U.S. GAAP, a lessee may classify a lease as an operating lease or a finance lease, whereas under IFRS there is a single classification method. In both cases, lessees will recognize a right-of-use asset and a lease liability. An operating lease under U.S. GAAP results in lease expense to be recognized on a straight-line basis, by amortizing the leased asset more slowly than a financing leased asset. In comparison, a lessee with a finance lease is required to apply a financing model in which the expense resulting from the lease declines during the lease term.

As a result, right-of-use assets of $241 million have been reclassified from “Other assets” to “Satellites and other property and equipment, net” in the unaudited pro forma condensed combined statement of financial position as at December 31, 2024. The adjustment to the accumulated depreciation of the right-of-use assets, driven by the classification from operating to finance lease, amounts to $12 million as at December 31, 2024. Thus, there was a total of $229 million increase to “Satellites and other property and equipment, net” as at December 31, 2024.

115

Also, non-current lease liabilities of $173 million have been reclassified from “Other long-term liabilities” to “Lease liabilities” and current lease liabilities of $30 million have been reclassified from “Other current liabilities” to “Lease liabilities”.

In the unaudited pro forma condensed combined income statement for the year ended December 31, 2024, an adjustment has been made in order to remove expenses related to operating leases of $21 million from “Direct costs of revenue (excluding depreciation and amortization)” and of $15 million from “Selling, general and administrative”. “Depreciation and amortization” has been increased by $29 million and “Interest expense” has been increased by $10 million in order to reflect the impact of the conversion from operating to finance lease.

G. Tax

For pro forma purposes, the pre-tax adjustments have been primarily attributed to US and Luxembourg entities, which have not recognized deferred tax assets for the majority or all of their tax attributes. As a result, the estimated income tax effects of the pre-tax adjustments of the U.S. GAAP to IFRS differences were calculated by using an assumed blended statutory rate of 1.8% which is derived by the expected tax rate in each jurisdiction.

H. Joint Ventures

Under U.S. GAAP, amortization of a basis difference between the fair value and the equity accounted carrying value of the investment in joint ventures, amounting to $1 million, has been recorded as an increase under “Operating income (expense), net” for the year ended December 31, 2024. Under IFRS, the basis difference is not applicable and therefore, $4 million including accumulated effect has been removed from the income statement against the investment in the joint venture, presented as an increase under “Other assets”.

I. Accounting policies and estimates alignment

SES management has carried out an analysis of the accounting policies and estimates of the Intelsat Group based on the financial statements to identify differences between its accounting policies and estimates and those applied by the SES Group. There are no material differences between the accounting policies, while the following differences between the accounting estimates was identified:

Useful life of orbital slot rights

SES’s accounting estimate concerning the appropriate useful economic life of GEO orbital slot rights has been that they will be of indefinite life unless there was something in the terms of the license to indicate that they could either not be renewed at the end of the term, or that such a renewal would not be at insignificant cost. The default presumption of indefinite life was also that SES will maintain operations at all the relevant GEO orbital locations. However, SES is now evolving more in the direction of a multi-orbit provider of satellite services, and hence is diverting a large part of its capital expenditure to non-GEO orbit satellite procurement. For that reason, the number of occupied operational GEO slots is likely to decline over time and hence management no longer believes that the level of certainty as to foreseeable future operations implied by paragraph 88 of IAS 38 is met. For that reason, management has updated its estimate in this area to one which assumes all GEO orbital slot rights are definite-life assets.

Intelsat’s orbital slots rights are for GEO only and historically Intelsat treated orbital slots as indefinite-life intangibles due to the conclusion that renewals are essentially perpetual in nature. In an effort to align with SES’s intended use of the orbital slots after the Closing of the Acquisition, the accounting estimate has been changed to definite-lived for the purposes of pro forma financial information. Assuming the orbital slots to be acquired from Intelsat had an average useful life of 10.5 years from the date of acquisition, an amortization expense for the year ended December 31, 2024 of $95 million has been recorded under “Amortization expense” in the condensed consolidated pro forma income statement and $95 million decrease under “Intangible asset” was recorded in the condensed consolidated pro forma balance sheet as at December 31, 2024.

116

J. Presentation Alignment (Reclassifications)

As SES’s consolidated IFRS financial statements have a different presentation of the income statement compared with the Intelsat U.S. GAAP financial statements and accounting records, reclassifications were performed in order to align the Intelsat Group’s presentation to that of SES.

The classification of certain items presented by Intelsat under U.S. GAAP has been modified in order to align with the presentation used by SES under IFRS.

Unaudited Intelsat Group’s income statement reclassification

For the year ended December 31, 2024


$million	Consolidation of Intelsat Line Items into SES Line Items			Reclassification for Presentation Purposes			Reclassifications
Revenue		—			—			—
C-band repurposing income		—			172			172
Other income		—			11			11
Direct costs of revenue (excluding depreciation and amortization)		—			804			804
Selling, general and administrative		—			437			437
Other operating income/ (expense), net C-band		—			(166	)		(166	)
Cost of sales		—			(538	)		(538	)
Staff costs		—			(389	)		(389	)
Other operating expenses		—			(321	)		(321	)
Operating expenses, excluding depreciation and amortization		—			(173	)		(173	)
Depreciation and amortization		—			541			541
Depreciation expense		—			(516	)		(516	)
Amortization expense		—			(24	)		(24	)
Operating (loss)/profit		—			11			11
Finance income		68			—			68
Finance costs		(279	)		—			(279	)
Interest expense		271			—			271
Interest income		(67	)		—			(67	)
Net financing costs		(7	)		—			(7	)
Share of net loss of joint ventures accounted for using the equity method		1			—			1
Impairment expense on investment		(5	)		—			(5	)
Profit/(loss) before tax		(11	)		11			—
Income tax expense		—			—			—
Profit/(loss) after taxes		(11	)		11			—
Profit/(loss) for the year		(11	)		11			—
Attributable to:
Owners of the parent		(11	)		11			—
Non-controlling interests		—			—			—

117

Unaudited adjusted Intelsat Group’s balance sheet

As of December 31, 2024


$million	Consolidation of Intelsat Line Items into SES Line Items			Adjustment of Line Item Naming			Reclassification for Presentation Purposes			Reclassification
Non-current assets
Satellites and other property and equipment, net		—			(3,441	)		—			(3,441	)
Property, plant and equipment		—			3,441			(856	)		2,585
Assets in the course of construction		—			—			856			856
Total property, plant and equipment		—			—			—			—
Goodwill		(1,356	)		—			—			(1,356	)
Non-amortizable intangible assets		(1,050	)		—			—			(1,050	)
Amortizable intangible assets, net		(112	)		—			—			(112	)
Intangible assets		2,518			—			—			2,518
Contract assets, net of current portion and allowances		—			(55	)		—			(55	)
Other assets		—			(434	)		—			(434	)
Other financial assets		—			434			(170	)		264
Trade and other receivables		—			55			147			202
Deferred tax assets		—			—			23			23
Total non-current assets		—			—			—			—
Current assets
Receivables, net of allowances		(312	)		—			—			(312	)
Contract assets, net of allowances		(45	)		—			—			(45	)
Inventories		—			215			—			215
Inventory		—			(215	)		—			(215	)
Prepaid expenses and other current assets		—			(127	)		—			(127	)
Trade and other receivables		357			—			2			359
Prepayments		—			127			(11	)		116
Income tax receivable		—			—			9			9
Cash and cash equivalents		—			—			—			—
Restricted cash		—			—			—			—
Total current assets		—			—			—			—
Total assets		—			—			—			—
Equity
Common shares		(1	)		—			—			(1	)
Paid-in capital		(3,155	)		—			—			(3,155	)
Retained earnings		96			—			—			96
Accumulated other comprehensive income (loss)		17			—			—			17
Treasury shares		7			—			—			7
Attributable to the owners of the parent		3,036			—			—			3,036
Non-controlling interests		—			31			—			31
Noncontrolling interest		—			(31	)		—			(31	)
Total equity		—			—			—			—

118


$million	Consolidation of Intelsat Line Items into SES Line Items			Adjustment of Line Item Naming			Reclassification for Presentation Purposes			Reclassification
Non- current liabilities
Long-term debt, net of current portion		—			(3,000	)		—			(3,000	)
Borrowings		—			3,000			—			3,000
Contract liabilities, net of current portion		—			(423	)		—			(423	)
Deferred income		—			423			—			423
Finance lease liabilities, net of current portion		—			(651	)		—			(651	)
Lease liabilities		—			651			—			651
Deferred satellite performance incentives, net of current portion		—			(76	)		—			(76	)
Fixed assets suppliers		—			76			—			76
Deferred tax liabilities		—			79			—			79
Deferred income tax liabilities		—			(79	)		—			(79	)
Accrued retirement benefits, net of current portion		(46	)		—			—			(46	)
Provisions		—			—			59			59
Other long-term liabilities		46			—			(59	)		(13	)
Total non-current liabilities		—			—			—			—
Current liabilities
Accounts payable and accrued liabilities		(233	)		—			—			(233	)
Taxes payable		—			(10	)		—			(10	)
Income tax liabilities		—			10			—			10
Employee related liabilities		(71	)		—			—			(71	)
Accrued interest payable		(63	)		—			—			(63	)
Finance lease liabilities		—			(66	)		—			(66	)
Lease liabilities		—			66			2			68
Contract liabilities		—			(192	)		—			(192	)
Deferred income		—			192			—			192
Deferred satellite performance incentives		—			(16	)		—			(16	)
Fixed assets suppliers		—			16			—			16
Other current liabilities		(50	)		—			—			(50	)
Trade and other payables		417			—			(2	)		415
Total current liabilities		—			—			—			—
Total liabilities		—			—			—			—
Total equity and liabilities		—			—			—			—

119

Note 4 – Pro forma adjustments related to the Acquisition

Unaudited pro forma adjustments to the income statement

For the year ended December 31, 2024


€million	Consolidation adjustments (A)			PPA adjustments (B, C)			Financing adjustments (D)			Total Pro forma adjustments
Revenue		(143	)		—			—			(143	)
C-band repurposing income		—			—			—			—
Other income		—			—			—			—
Cost of sales		147			—			—			147
Staff costs		—			(20	)		—			(20	)
Other operating expenses		—			(34	)		—			(34	)
Operating expenses		147			(54	)		—			93
Depreciation expense		—			—			—			—
Property, plant and equipment impairment		—			—			—			—
Amortization expense		—			—			—			—
Intangible assets impairment		—			—			—			—
Operating (loss)/profit		4			(54	)		—			(50	)
Finance income		—			—			—			—
Finance costs		—			—			(52	)		(52	)
Net financing costs		—			—			(52	)		(52	)
Other non-operating income / expenses (net)		—			—			—			—
Share of net profit of joint ventures accounted for using the equity method		—			—			—			—
Impairment expense on investments		—			—			—			—
Profit/(loss) before tax		4			(54	)		(52	)		(102	)
Income tax expense		—			—			—			—
Profit/(loss) after tax		4			(54	)		(52	)		(102	)
Profit/(loss) for the year		4			(54	)		(52	)		(102	)

120

Unaudited pro forma adjustments to the statement of financial position

As at December 31, 2024


€million	Consolidation adjustments (A)			PPA adjustments (B, C)			Financing adjustments (D)			Total Pro forma adjustments
Non-current assets
Property, plant and equipment		4			—			—			4
Assets in the course of construction		—						—			—
Total property, plant and equipment		4			—			—			4
Intangible assets		—			653			—			653
Other financial assets		—			—			—			—
Trade and other receivables		—			—			—			—
Deferred customer contract costs		—			—			—			—
Deferred tax assets		—			—			—			—
Total non-current assets		4			653			—			657
Current assets
Inventories		—			—			—			—
Trade and other receivables		(34	)		—			—			(34	)
Deferred customer contract costs		—			—			—			—
Prepayments		—			—			—			—
Income tax receivable		—			—			—			—
Restricted cash		—			—			—			—
Cash and cash equivalents		—			(2,984	)		—			(2,984	)
Total current assets		(34	)		(2,984	)		—			(3,018	)
Total assets		(30	)		(2,331	)		—			(2,361	)
Equity
Attributable to the owners of the parent		4			(2,887	)		8			(2,875	)
Non-controlling interests		—			(29	)		—			(29	)
Total equity		4			(2,916	)		8			(2,904	)
Non-current liabilities
Borrowings		—			—			—			—
Provisions		—			—			—			—
Deferred income		—			—			—			—
Deferred tax liabilities		—			—			—			—
Other long-term liabilities		—			—			—			—
Contingent value rights		—			531			—			531
Lease liabilities		—			—			—			—
Fixed assets suppliers		—			—			—			—
Total non-current liabilities		—			531			—			531
Current liabilities
Borrowings		—			—			—			—
Provisions		—			—			—			—
Deferred income		(9			—			—			(9	)
Trade and other payables		(25	)		54			(8	)		21
Lease liabilities		—			—			—			—
Fixed assets suppliers		—			—			—			—
Income tax liabilities		—			—			—			—
Total current liabilities		(34	)		54			(8	)		12
Total liabilities		(34	)		585			(8	)		543
Total equity and liabilities		(30	)		(2,331	)		—			(2,361	)

121

Note 4 – Acquisition-related pro forma adjustments

Pro forma adjustments are based upon available information and certain preliminary estimates and assumptions, as well as certain pro forma assumptions which SES management believes are reasonable.

A.	Consolidation adjustments

Revenue and cost of sales recorded between the SES Group and the Intelsat Group, and receivable/payable balances due from and due to the SES Group and the Intelsat Group have been eliminated in the pro forma financial information. Revenue recorded by the SES Group in relation to the provision of satellite capacity and equipment sales to the Intelsat Group amounted to €86 million for the year ended December 31, 2024. Revenue recorded by Intelsat Group in relation to the provision of satellite capacity to SES Group amounted to €57 million for the year ended December 31, 2024.

The associated payable and receivable positions as at December 31, 2024 have been eliminated in the unaudited pro forma condensed combined statement of financial position, resulting in a €4 million increase in “Property, plant and equipment”, €34 million decrease in “Trade and other receivables”, a €9 million decrease in “Deferred income” and a €25 million decrease in “Trade and other payables”.

B.	Transaction and related costs

Total transaction and related costs to be incurred on a combined basis by the SES Group and the Intelsat Group in connection with the Acquisition are estimated to be €285 million. Excluding total expected financing costs of €77 million, transaction costs are expected to amount to €208 million. These costs include advisory, legal, audit, valuation and other professional fees, as well as employee retention costs.

Of this, it has been estimated that €109 million transaction costs will be incurred by the SES Group in connection with the Acquisition. For the year ended December 31, 2024, €55 million has been expensed. As a result, an adjustment of €20 million has been presented under “Staff costs” and an adjustment of €34 million has been presented under “Other operating expenses” for the year ended December 31, 2024 in order to reflect these total estimated expenses for the SES Group in the unaudited pro forma condensed combined income statement. Also, an adjustment reflecting a €54 million increase in payables in respect of transaction costs has been presented under “Trade and other payables” as at December 31, 2024 with a corresponding effect in “Retained Earnings”.

C.	Preliminary purchase consideration and allocation

The Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3. Under this method, Intelsat Group’s assets acquired and liabilities assumed will be recorded based on their fair value. In accordance with IFRS, the SES Group measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

SES does not have full access to all financial information of the Intelsat Group due to regulatory restrictions. However, for the purpose of pro forma financial information the Company believes based on information available to the Company that the carrying values in the historical financial statements of Intelsat reasonably approximate to the fair values. As a result, for the purpose of these pro forma financial information, the assumed allocation of the estimated purchase price is based upon the carrying value of Intelsat’s assets and liabilities acquired which are assumed to approximate fair value. The actual fair values of assets and liabilities will be determined after the completion of the Acquisition and may vary materially from the assumed allocated presented herein.

122

Preliminary purchase consideration

SES will pay $3.1 billion (€3.0 billion) in cash at the Closing to acquire 100% of Intelsat’s equity, as well as issue CVRs (as outlined below), which are deemed to be contingent consideration, and for which the preliminary pro forma fair value has been calculated below.

Contingent Value Rights

The CVRs will be issued to Intelsat’s current shareholders (including holders of Intelsat’s vested RSUs and PSUs) at the Closing as part of the consideration for the Acquisition. The CVRs attributable to those existing shareholders is 42.5% of the net proceeds of a follow-on C-band repurposing were such a program to be initiated by the FCC within 7.5 years of the Closing.

Under the CVR Agreement, the holder is entitled to receive an amount equal to 42.5% of the cumulative net proceeds received by SES and its affiliates between the date of issuance and the termination date, with respect to the following “qualified monetization”:

a)	adoption, enactment or promulgation of any law by any governmental authority requiring the clearing of usage rights for up to 100 MHz of the C-band downlink spectrum at 3.98 GHz - 4.2 GHz (defined in the agreement as the “Applicable Spectrum”), or

the sale or transfer of Applicable Spectrum by SES that directly results in the receipt by SES or any of its affiliates, on or after the issuance date hereof and prior to the termination date, of cash consideration for the final clearance or transfer of Applicable Spectrum (including with respect to governmental relocation payments or private negotiations).

Net proceeds represent any cash consideration actually received by SES or its affiliates directly resulting from the final clearance, sale or transfer of Applicable Spectrum, minus any applicable expenses – being fees and expenses incurred (or estimated to be incurred) by SES and its affiliates, and not reimbursed, in connection with the qualified monetization.

The CVR termination date is the earlier of:

a)	the date on which all of the Applicable Spectrum has been monetized pursuant to one or more events of qualified monetization, and

b)	7.5 years after the issuance date (the outside date).

In case an applicable order has been issued prior to the outside date or SES (or any of its affiliates) enters into a definitive agreement in respect of an applicable transfer prior to the outside date, and the related proceeds have not yet been received, the outside date will be extended to the date on which all of the applicable consideration payable in respect of such event(s) has been completed.

Accounting for the CVRs

SES has concluded that the CVRs meet the definition of contingent consideration under IFRS 3 paragraph

40 and IFRS 3 Appendix A, and the contingent consideration will be recognized at its acquisition-date fair value, whether or not it is probable that a payment will be made, and will be included in the purchase price consideration.

In accordance with paragraph 11 of IAS 32, SES will classify the CVRs as a financial liability at the acquisition date, as they represent contingent consideration to be settled in cash. The CVRs will be remeasured to fair value at each reporting date with subsequent changes in fair value being accounted for as follows:

•

Subsequent changes, that qualify as measurement period adjustments, will be recorded through the purchase price accounting during the initial 12-month ‘measurement period’, or

123

•

Subsequent changes in the fair value of the contingent consideration, that do not qualify as a measurement period adjustment, will be recognized through the income statement until settled.

Estimated Fair Value of CVRs

The Company would like to draw attention to the fact that no payments will be made to the holders of the CVRs concerning their 42.5% interest in a potential re-purposing of the Applicable Spectrum until:

such time as the closing conditions of the wider Intelsat transaction are met resulting in the CVR Agreement coming into effect, and

proceeds are received by SES on completion of milestones associated with the Applicable Spectrum re-purposing and all associated costs, disbursements and taxes arising have been deducted.

With regards to the preliminary fair value of the CVRs, management calculated it using a probability-weighted model and was required to make certain assumptions in estimating a reasonable fair value which included the following:

a range of potential prices($/MHz) associated with the Applicable Spectrum;

ii.

a probability of the FCC receiving auction authority to repurpose all or part of the Applicable Spectrum;

iii.

an assessment of the amount of the Applicable Spectrum to be repurposed under the FCC’s auction authority;

iv.

an assessment of the estimated average Accelerated Relocation Payments (“ARPs”) as a percentage of the proceeds and the relative share for the combined entity of SES and Intelsat;

a probability of the satellite operators, including SES, being able to successfully clear portions of the Applicable Spectrum in a timely and orderly manner;

vi.

an assessment of an estimated tax rate to be applied to any proceeds;

vii.

an assessment of the phases and timing of receipt of the proceeds;

viii.

an assessment of a discount rate to be applied to the future proceeds; and

ix.

a probability of the 42.5% pay-out to the CVR holders.

As of the submission of this Form F-4, the situation concerning points i) to ix) above is uncertain. Management’s internal valuation considered the precedent benchmark of the C-band repurposing program initiated by the FCC on 28 February 2020 to clear the 300 MHz band of C-band spectrum between 3,700 and 4,000 MHz by December 2025 (“3.7 GHz Service Auction”) in combination with assumptions concerning the likely outcomes of the factors listed above, including inputs from economic spectrum experts. Specifically, management has assumed a similar compensation mechanism for satellite operators as was seen for 3.7 GHz Service Auction and a similar timeframe and timing of cash flows resulting in an aggregate probability of >50% that such a programme in this form shall be initiated and successfully completed.

For the purposes of the pro forma information, the internal valuation resulted in a pro forma preliminary fair value of $552 million (equivalent of €531 million), which has been recorded as a “contingent value rights” non-current liability and as goodwill. We note that the internal valuation calculated an estimate of the preliminary pro forma fair value of the CVRs based on IFRS standards, taking into consideration the uncertainties outlined above. As those uncertainties are resolved, the fair values of the CVRs will likely change. Moreover, the fair value of the CVRs is not necessarily indicative of the amount of the future proceeds that the CVR holders or SES may or may not receive for clearing the Applicable Spectrum, if the FCC decides to repurpose some portion of the C-band spectrum.

124

Management notes that due to issues outside their control (i.e. regulatory requirements), the timing of payments of ARPs may change. Such changes may have a material impact on the fair value of the CVRs. The additional information that will be derived from any future FCC approval, SES / Intelsat proposals, and further discussions and negotiations with existing users of the Applicable Spectrum will support the assumptions to be used in the valuation of the CVRs at the acquisition date and subsequent reporting dates.

Purchase price allocation

The following table summarizes the assumed purchase price allocation million in EUR:


Tangible assets	3,313
Orbital slot license rights	919
Other intangible and non-current assets	579
Current assets	684
Cash and cash equivalents	960
Borrowings	(2,888	)
Other non-current liabilities	(1,335	)
Current liabilities	(674	)
Net identifiable assets acquired	1,557
Add: Goodwill	1,958
Net assets acquired	3,515

In order to reflect the effects of the acquisition accounting explained above, a decrease in “Cash and cash equivalents” of €2,984 million is presented in relation to the purchase consideration paid and an increase in the “contingent value rights” of €531 million. An increase in “Goodwill” of €1,958 million (the equivalent of $2,034 million) reflects the goodwill resulting from the Acquisition. The pro forma pre-acquisition goodwill of Intelsat of €1,305 million (the equivalent of $1,356 million) has been decreased to zero resulting in a the net effect to goodwill of €653 million which is presented under “Intangible assets” in the unaudited pro forma adjustments statement of financial position as at December 31, 2024.

D.	Financing adjustments

SES secured financing for the acquisition through an initial €3 billion bridge facility dated April 30, 2024 (the Bridge Facility), and a $1 billion Term Loan A Facility dated June 14, 2024 (the “TLA”). Upon entering the TLA, €930 million of the Bridge Facility was cancelled. Additionally, on September 12, 2024, the Company raised €1 billion in Hybrid financing, which similarly led to the cancellation of an equivalent portion of the Bridge Facility.

Assuming the €1 billion subordinated hybrid notes (€500 million 30-year Non-Call 5.25-year tranche and a €500 million 30-year NC 8-year tranche) were issued on January 1, 2024 with an coupon that reflects current interest rates (the NC 5.25-year notes bear a coupon of 5.5% per annum, while the NC 8-year notes will bear a coupon of 6% per annum), interest expense (including amortization of loan origination costs) of €40 million would have been incurred during the period starting from January 1, 2024 till September 11, 2024 and is reflected in the unaudited condensed combined pro forma income statement.

An additional expense of €12 million was reflected in the unaudited condensed combined pro forma income statement in respect of loan origination costs related to the bridge facility and the subordinated hybrid notes.

An accrual of €8 million representing additional expected loan origination costs related to the undrawn Bridge Facility are shown within “Trade and other payables”.

125

Note 5 – Earnings per share

Earnings per share is calculated by dividing the net profit or loss for the year attributable to ordinary shareholders of each class of shares by the weighted average number of shares outstanding during the year as adjusted to reflect the economic rights of each class of share. The net profit or loss for the year attributable to ordinary shareholders has been adjusted to include an assumed coupon, net of tax, on the Perpetual Bonds.

Assumed coupon accruals of €15 million (net of tax) for the year ended December 31, 2024 related to the Perpetual Bonds in issue have been considered for the calculation of the basic and diluted earnings available for distribution.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares which are primarily related to the share-based compensation plans. A calculation is done to determine the number of shares that could have been acquired at fair value based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options and the difference, if it results in a dilutive effect, is considered to adjust the weighted average number of shares.

Because the impact of these items is anti-dilutive during periods of net loss, there is no difference between basic and diluted loss per ordinary share for periods with net losses.

Profit/(loss) attributable to the owners of the parent for calculating basic and diluted earnings per share, adjusted to include the assumed coupon net of tax:


€million	Historical			Proforma
Profit/(loss) attributable to owners of the parent		15			(143	)
Assumed coupon on Perpetual Bond (net of tax)		(15	)		(15	)

Total		—			(158	)

Split between:
Class A shares (in million)		—			(131	)

Class B shares (in million)		—			(27	)

The weighted average number of shares based on the capital structure of SES, net of own shares held and adjusted to reflect the economic rights for calculating basic and diluted earnings per share was as follows:


	Historical		Proforma
Class A shares (in million)		351.7		351.7
Class B shares (in million)		72.9		72.9

Total		424.6		424.6

Since the Acquisition did not result in the issuance of new shares, the weighted average number of shares used for pro forma financial information remains consistent with historical data.

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INFORMATION ABOUT SES

Business Overview

Founded in 1985, under the laws of the Grand Duchy of Luxembourg, SES is an industry-leader in space-based communications. For over 35 years, SES has been a trusted partner to world-leading telecommunications companies, mobile network operators, governments, institutions, internet service providers, cloud-based solutions businesses, broadcasters, video platform operators, and content owners. SES operates a multi-orbit satellite-based infrastructure across geostationary and medium earth orbits, that covers over 99% of the earth and delivers an attractive combination of high data rates, low latency, service reliability, and flexibility to meet our customers’ requirements worldwide. SES also provides access to LEO via its partnerships.

Competition

SES operates in a highly competitive and dynamic market and competition from new entrants and new satellite-based offerings is increasing in response to significant growth opportunities in our industry. SES and many of its competitors are growing their capabilities with launches of high throughput Satellite offerings in GEO and new satellite constellations in MEO and LEO. Each of these offerings have different capabilities and represent varying value propositions and strategic focus areas across a variety of target markets and applications.

Technology innovations have facilitated the production of more capable and cost-effective space-based infrastructure, enabling operators to offer an improved customer value proposition with more value for money, higher data rates, better performance, greater flexibility, and scalability to quickly expand into previously unconnected markets and geographies. In turn, many of these innovations are delivering profitable growth and attractive return on investment prospects for our industry. At the same time, the sector is seeing consolidation among incumbent satellite operators where there is a logic to increasing scale, unlocking operational efficiencies, optimizing capital expenditures, improving return on investment, and delivering better services for customers. Satellite operators are also seeking to get closer and more integral to customers in their target market segments through vertical integration initiatives, such as our own acquisition of DRS Global Enterprise Solutions in 2022.

SES’s competitors include other satellite operators operating in various orbits, such as Starlink, Viasat-Inmarsat, Eutelsat OneWeb, EchoStar and its subsidiary Hughes, and Telesat, as well as many national and regional operators. SES also faces vigorous competition from suppliers of terrestrial communications (fibre, copper lines or coaxial cables, 2G/3G/4G/5G or microwave).

Employees and Human Capital Resources

SES’s human capital resources objectives include identifying, recruiting, retaining, incentivizing and integrating its existing and new employees, in addition to offering attractive & fair compensation and benefits to its employees. SES engages contractors and third-party service providers in connection with its business operation and certain of its employees are a party to collective bargaining agreements.

As of December 31, 2024, SES employed more than 2,000 people worldwide, a majority of which are based in Luxembourg and in the U.S. About 90 different nationalities are represented at SES. Per number of employees, U.S., Germany, Israel, France and Romania are the top five nationalities represented at SES.

Intellectual Property

SES has a portfolio of international patents and internationally registered trademarks. SES protects its proprietary business information, products, services and branding in a variety of ways, including by relying on patent and trademark laws, trade secrets laws, entry into agreements that include confidentiality, non-disclosure and data protection clauses and by complying with its internal intellectual property policies and procedures.

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Besides a trademark proceeding which is currently pending as settlement negotiations are ongoing between SES and the claimant, SES is currently not involved in any material intellectual property legal proceedings or litigation.

Property, Plant and Equipment

SES is headquartered in Betzdorf, Grand Duchy of Luxembourg and it is home to the company’s administrative headquarters and one of its prime satellite operation centers. The land that underlies SES’s Luxembourg operations is partially owned, and partially leased on a long-term basis from the government of the Grand Duchy of Luxembourg, pursuant to a lease that expires in 2029.

SES also has key offices in The Hague (Netherlands), Reston (Virginia), Bristow (Virginia), Washington D.C., Unterföhring (Germany), Bucharest (Romania), São Paulo (Brazil), Dubai and Singapore. In Israel, SES has an office and a teleport at Emek HaEla. In total, SES leases or owns more than 25 sites where major satellite services centers, teleports and offices are located (excluding third-party teleports and points of presence). The satellite operations facility of LuxGovSat S.A., a joint venture between SES and the Luxembourg government, is also located in Luxembourg.

SES’s principal tangible assets are its satellites, its teleports and its ground network. SES uses a worldwide ground network to operate its satellite fleet and to manage the communications services that it provides to its customers. The ground infrastructure network is mainly composed of telemetry and control (TT&C) and/or data/video service uplink/downlink sites and communications systems monitoring sites. The earth stations in SES’s ground network provide commercial TT&C and/or data/video service uplink/downlink and beam-monitoring services. SES owns teleports in the U.S., Luxembourg and Germany and leases facilities at more than 50 other locations for satellite/commercial operations worldwide (excluding SES Space & Defense sites and SOHO (Small Office / Home Office) type offices). SES also contracts with the owners of some of these facilities for the provision of additional services. SES’s network also consists of the leased communications links that connect the teleports and service gateways to its satellite operations centers or platform locations as well as to customer sites and general carrier POPs (points of presence for network carriers/providers).

The leases relating to SES’s teleports, points of presence, and office space expire at various times. SES does not believe that any such properties are individually material to SES’s business or operations and expects that SES could find suitable properties to replace such locations if the leases were not renewed at the end of their respective terms.

Commitment to Environmental, Social & Governance (ESG) Matters

In 2021, SES developed its ESG strategy to align its operations to the UN’s Sustainable Development Goals. In 2024, we reinforced our ESG strategy by incorporating the results of an assessment designed to incorporate key internal and external stakeholder perspectives; underscore our increased focus on environmental initiatives; and position SES as a leader in the space sector.

Legal Proceedings

From time to time, SES may be involved in various legal proceedings arising out of its operations. SES is not currently a party to any legal proceedings that, in the opinion of its management, are likely to have a material adverse effect on SES’s business, financial condition, results of operations or prospects. Regardless of outcome, litigation can have an adverse impact on SES because of defense and settlement costs, diversion of management resources and other factors.

“Foreign Private Issuer” Status

SES will qualify as a “foreign private issuer” under SEC rules and will report under the Exchange Act as a non-U.S. company with “foreign private issuer” status and will be subject to the reporting requirements under the

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Exchange Act applicable to foreign private issuers. As long as SES continues to qualify as a foreign private issuer under the Exchange Act, SES will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, SES will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

Corporate Information

SES’s principal executive office is located at Château de Betzdorf, L-6815 Betzdorf (Grand Duchy of Luxembourg) and its telephone number is + 352 710-725-1.

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SES – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of SES’s financial condition and results of operations together with its consolidated financial statements and related notes appearing in this prospectus. Some of the information contained in this discussion and analysis, including information with respect to SES’s plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections of this prospectus, SES’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

For the purposes of the following discussion and analysis of SES’s financial condition and results of operations, references to SES are to SES and its subsidiaries.

COMPANY OVERVIEW

This overview section generally discusses our operating results as of December 31, 2024, unless otherwise noted.

SES has a vision to deliver amazing experiences everywhere on earth by distributing the highest-quality video content and providing seamless connectivity around the world. SES operates more than 70 satellites in two different orbits—in Geostationary Orbits (“GEO”) and in Medium Earth Orbits (“MEO”)—covering over 99% of the earth and delivering a combination of high data rates, low latency, service reliability, and flexibility with the aim to meet its customers’ requirements worldwide.

SES’s business supports a range of applications, including the transmission of direct-to-home (“DTH”) television broadcasts, a high-value application with persistent characteristics. SES also provides connectivity and cloud services, including very small aperture terminal networks (“VSAT”), broadband internet access, and mobile backhaul, to enterprises, institutions and governments.

Recent Developments

On December 16, 2024, the SpaceRISE consortium, led by SES, has signed the Concession Contract with the European Commission to design, deliver, and operate the innovative, multi-orbit IRIS² sovereign connectivity system: Infrastructure for Resilience, Interconnectivity and Security by Satellite (“IRIS²”); for a period of 12 years, with the network expected to provide services from the beginning of 2030.

IRIS² is expected to play a transformative role in reinforcing Europe’s resilience, digital sovereignty, and low-latency connectivity for all EU Member States and is intended to enhance Europe’s ability to respond to crises, protect essential infrastructure, and bridge the digital divide.

SES’s contribution to IRIS² will be to develop, procure, and operate 18 new MEO satellites providing 100% pole-to-pole coverage with carrier-grade connectivity solutions. SES will have rights to commercialize the MEO capacity and part of the LEO capacity of the IRIS² system. The compelling combination of high-throughput data rates, low latency, service flexibility, and managed solutions will cater to EU’s sophisticated requirements, as well as allied nations and SES’s customers around the world.

The initial phases of IRIS² will benefit from upfront public funding with limited need for private financing in the early years of design and procurement. In total, SES will contribute approximately 50% of the MEO cost while having the benefit of commercializing about 90% of the MEO capacity and part of the LEO capacity.

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If confirmed twelve months after the original contract signature date (December 16, 2024) through a contractual mechanism which allows SES to evaluate the status of the IRIS² contract execution and its compliance with SES’s investment conditions, the associated capital expenditure of up to EUR 1.8 billion is currently expected to mainly arise in the period from 2027 and 2030 and to be financed through a combination of business cash flows and additional borrowing, if required.

With deployment of SES’s O3b mPOWER anticipated to be completed in 2027 and subsequent commercial ramp-up, the delivery of IRIS² is well timed to provide next-generation MEO capabilities to serve expanding customer demand for SES’s high-performance connectivity solutions, underpinning profitable growth into the next decade. The IRIS² satellites will form the foundation for SES’s next-generation MEO capabilities.

The contract grants protections to support SES’s IRR including, but not limited to, i) a rendezvous point at the end of 2025 to validate the project cost, technical requirements, and delivery timetable, whereby any party can exit in the event of excess expected cost, not meeting technical requirements, and/or delays to the in-service date; ii) mechanism to seek renegotiation to protect the IRR for qualifying reasons, such as delay in start of service; iii) certain protections from annual cost overruns; and iv) the Commission will cover any extra cost resulting from launch failures up to in-orbit validation.

In December 2024 the Group received an initial funding (“Pre-financing”) of EUR 300 million (2023: EUR nil) from the European Commission for IRIS² program costs arising in the first year of the program for both the Group and other consortium members and subcontractors. In the event of an early termination of the Concession Agreement for IRIS², the Group has a contractual commitment to refund the European Commission any residual portion of the EUR 300 million Pre-financing which is unused or uncleared against milestones accepted in accordance with the Concession Agreement.

On December 17, 2024, SES successfully launched O3b mPOWER satellites seven and eight. Both satellites will join the first six O3b mPOWER spacecraft already in operation at medium Earth orbit (MEO), adding incremental capacity to the initial O3b mPOWER constellation by mid-2025. The seventh and eighth O3b mPOWER satellites feature redesigned payload power modules and will bolster SES’s second-generation MEO system to continue delivering high-throughput and predictable low-latency services at scale.

On January 23, 2025, SES announced it had repurchased in the open market an aggregate amount of €99,978,000 principal amount of its €625,000,000 Deeply Subordinated Fixed Rate Resettable securities issued on May 27, 2021. In accordance with the terms and conditions of the securities, the purchased securities will be cancelled. Following these transactions, the outstanding principal amount of the securities is €525,022,000. Payment in relation to the securities will be made in accordance with the usual procedures of Clearstream, Luxembourg, and/or Euroclear. The success of these transactions reduces SES’s outstanding debt obligation, demonstrating SES’s financial flexibility and its strong cash-generation profile.

About SES’s Business Units

SES does business in one operating segment, namely the provision of satellite-based data transmission capacity, and ancillary services, to customers around the world.

The Senior Leadership Team, which is the chief operating decision-making committee in SES’s corporate governance structure, reviews SES’s financial reporting and generates proposals for the allocation of SES’s resources which are submitted for validation to the SES Board. Additionally, SES provides revenue information on a more disaggregated basis, namely split into its two business units – Networks and Video.

Networks

SES’s Networks business unit is focused on delivering secure, reliable, and high-performing connectivity products and services to customers across three sub-units—Government, Fixed Data, and Mobility.

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SES’s Government sub-unit delivers secure and reliable connectivity to support mission-critical requirements of government agencies and institutions in the most demanding locations worldwide. Our Government sub-unit accounted for 50% of the revenue generated in Networks (2023: 49%), 75% of which is generated from contracts with U.S. defense and civilian agencies while the remaining 25% is generated from a range of global government and institutional clients such as the United Nations, the Luxembourg Government, and the European Space Agency.

By providing connected services and end-to-end satellite solutions through a secure integrated space and terrestrial network, we enable a range of connectivity capabilities for government services such as Intelligence and Surveyance and Recovery missions. In addition, we secure connectivity for land-based operations, and communications on the move for mobile missions on land, sea, and air. We also enable governments, NGOs, and humanitarian organizations to mount coordinated crisis responses for humanitarian assistance and disaster recovery.

SES’s Mobility sub-unit is split between (i) in-flight connectivity and (ii) maritime connectivity, which has a customer base that includes major cruise lines. Our Mobility sub-unit accounted for 28% of Networks revenues (2023: 26%), of which 50% resulted from supporting key in-flight connectivity providers such as Gogo Commercial Aviation (part of Intelsat), Thales Avionics, Panasonic, and Anuvu, which rely on us for fast, reliable connectivity to support their major airline clients. We also operate a business key connectivity service, Luxstream, on behalf of our partner Collins Aerospace. The other 50% of revenue generated under this sub-unit stems from a combination of serving the top major cruise lines such as MSC, Carnival, Virgin Voyages, and Royal Caribbean, as well as commercial maritime customers like Marlink. Our onboard connectivity service enables guaranteed data speeds, low latency, and secure satellite connectivity globally, and it includes the fully managed end-to-end service of SES Cruise mPOWERED + Starlink solution.

Our Fixed Data sub-unit enables major telecom companies and mobile network operators to expand their coverage and connect more people in more places with 4G and 5G services. Fixed Data accounted for 22% of Networks revenue (2023: 25%). Our customer base in this sub-unit is well distributed across all geographies and key markets from the Americas to Asia-Pacific. Approximately 50% of Fixed Data revenue was generated from the Americas; Europe, Africa, and the Middle East accounted for approximately 30% of revenue; Asia-Pacific region accounted for 20% of revenue. Our customers include major telecom companies and mobile network operator such as AT&T, Claro, Digicel, Orange, Verizon, and Reliance Jio; value-added service providers such as Marlink, RigNet, and Speedcast; and cloud organizations like Microsoft. These customers benefit from our managed network services which deliver private connectivity from SES gateways, creating a dedicated end-to-end connection from remote sites to our customers’ networks and/or cloud-based applications, while supporting rural inclusion projects.

Video

SES’s Video business unit generates revenue from a combination of the following offerings—broadcast Neighborhoods (primarily direct-to-home), Direct-To-Consumer (through our platform in Germany), and Sports & Events. Our Video business has a reach of 362 million TV homes, with a high presence in the European market where we deliver high-quality content.

57% of our Video revenue was generated from European markets such as Germany, the UK, France, and Spain, 21% was generated from our international business operations in Latin America and Asia-Pacific, where we’ve established strong positions and relationships and have customers that include Canal+, DISH, Ethiosat, NewSpace India, and Oi, and 6% was generated from our North American neighborhoods.

Under our Neighborhoods offering, our global satellite infrastructure is relied on by the world’s leading broadcasters, platform operators, and content owners to deliver entertainment, news, and information to audiences in 362 million direct-to-home, direct-to-cable, and Internet Protocol TV households across the globe.

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SES operates HD+, a leading Direct-To-Consumer TV platform in Germany which serves approximately two million paying subscribers with high-quality HD TV content at home and on the go and accounted for 13% of Video business unit revenue. Our HD+ services also enable viewers to access 26 private HD TV channels and three private UHD TV channels, as well as 50 free HD TV channels, via a paid subscription.

Our Sports & Events business works with the world’s largest sports organizations and events companies to distribute premium live sports and events every single day. In tandem with our extensive reach, we enable our customers to connect with their audiences on all screens via cost-effective workflows that reduce complexity. While changing viewing patterns will continue to weigh on demand for satellite capacity, our customers continue to make long-term contractual commitments and rely on SES to distribute their most valuable content and deliver the highest quality viewing experiences. Our expanding Sports & Events sub-unit represents 4% of Video revenue. With growing coverage and a multitude of major global and regional sports and events, we support broadcasters such as the National Football League, English Premier League, All Elite Wrestling, and Agence France-Presse.

The following table details SES’s revenue by country for the years ended December 31, 2024, 2023 and 2022.


	Fiscal Years Ended
(€ in millions)	December 31, 2024		December 31, 2023		December 31, 2022
United States of America		713		759		660
Germany		321		329		345
United Kingdom		203		214		227
France		74		78		81
Luxembourg		79		49		49
Others – Europe		205		205		193
Others		406		396		389

Total		2,001		2,030		1,944

Factors and Trends Affecting SES’s Results of Operations

We believe that the performance of our business and our results of operations are driven by various factors, including:

•

rapidly increasing competition in our industry, including competition from existing satellite operators, competition from new entrants, and competition resulting from new satellite-based offerings in response to significant growth opportunities in the satellite industry;

•

impact of rapid technology innovations which have facilitated the production of more capable and cost-effective space-based infrastructure, enabling operators to offer an improved customer value proposition, higher data rates, better performance, greater flexibility, and scalability to quickly expand into previously unconnected markets and geographies;

•

impact of strategic transactions in our industry including mergers and acquisitions and vertical integration initiatives with the potential to unlock operational efficiencies, optimize capital expenditures, and improve return on investment;

•

continued growth in demand for reliable, high-performance data and connectivity solutions worldwide which is expected to drive substantial industry growth;

•

demand for satellite capacity from defense and military agencies around the world;

•

rate of acceleration in upgrades and expansions of telecom and mobile services, as operators are looking to satellite to extend their network reach by rolling out 4G and 5G cellular backhaul, as well as community WiFi services;

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•

increased spending by governments driven by current geopolitical uncertainty, with an expected increase in spending on commercial satellite communications for additional information gathering and analysis;

•

continued demand for satellite-based connectivity in the aviation and maritime segments;

•

availability of financial, technical, human, natural, and other resources which affect the supply of satellite capacity;

•

decrease in barriers to entry as entrants face lower capital costs of procuring and launching a satellite and must maintain the financial and technical resources required to operate and market its services, while satisfying regulatory requirements in country of operation;

•

continued growth opportunities for our product and services in emerging markets where favorable economics and efficient compression technologies position operators well to capture opportunities from content-hungry consumers with increasing spending power;

•

macroeconomic conditions, including inflation, changes in interest rates, and currency fluctuations; and

•

changes in laws, regulations, and interpretations affecting our business.

Components of Our Results of Operations

Revenue

Revenues are generated predominantly from customer service agreements for the provision of satellite capacity over contractually agreed periods, including short-term occasional use capacity, with the associated uplinking and downlinking services as appropriate. Other revenue-generating activities mainly include sale of customer equipment; platform services; subscription revenue; income received in connection with satellite interim missions; installation and other engineering services; and proceeds from the sale of transponders if the revenue recognition criteria for the transaction are met.

C-band repurposing income

C-band repurposing income relates to income from successfully meeting the separate Phase 1 and Phase 2 C-band Accelerated Relocation Payment deadlines, as well as income arising from settlements from the Clearinghouse.

Other income

Other income refers to settlements under insurance claims and decreases in provisions for in-orbit incentives which we recognize when they are virtually certain of being realized. Other income is presented as part of revenue due to its relative insignificance.

Cost of sales

Cost of sales, which excludes staff costs and depreciation, represents expenditures that generally vary directly with revenue. They are incurred in delivering services to customers and include a variety of expenses such as rental of third-party satellite capacity, third-party teleports, connectivity, equipment and equipment rental, and customer support costs such as hosting, monitoring, implementation, and engineering work. Other cost of sales mainly include commissions, as well as C-band repurposing related expenses.

Staff costs

Staff costs include gross salaries and employer’s social security payments, payments into pension schemes for employees, and charges arising under share-based payment schemes, as well as staff-related restructuring charges and C-band repurposing related expenses.

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Other operating expenses

Other operating expenses are, by their nature, less variable with revenue and include office-related and technical facility costs, in-orbit insurance, marketing, general and administrative expenditure, consulting charges, travel-related expenditure, and movements in debtor provisions. Other operating expenses also include restructuring charges in connection with the Group’s ongoing optimization program, C-band repurposing expenses, costs associated with the development and/or implementation of merger and acquisition activities, specific business taxes of a non-recurring nature, and one-off infrastructure costs.

COMPARISON OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Results of Operations

Consolidated income statement

The discussion of SES’s results of operations is based on its historical results. Except as set out below, the financial data discussed in this section for the years ended December 31, 2024 (“FY 2024”) and December 31, 2023 (“FY 2023”) has been prepared in accordance with IFRS. The discussion should be read in conjunction with the sections titled “Presentation of Financial and Other Information” and “Information About SES” included in this prospectus.

The following table sets forth SES’s comparative consolidated income statement and non-IFRS measures for the periods shown with the increase / (decrease) and percentage changes.


€million	2024			2023			Change increase/ (decrease)			Percentage change
Revenue		2,001			2,030			(29	)		-1.4	%
C-band repurposing income		88			2,744			(2,656	)		-96.8	%
Other income		3			5			(2	)		-48.3	%
Cost of sales		(461	)		(444	)⁽¹⁾		17			3.6	%
Staff costs		(402	)		(409	)		(7	)		-1.9	%
Other operating expenses		(236	)		(244	)⁽¹⁾		(8	)		-2.6	%

Operating expenses		(1,099	)		(1,097	)		2			0.2	%

Depreciation expense		(650	)		(603	)		47			8.0	%
Property, plant and equipment impairment		(216	)		(26	)		190			n/m
Assets in the course of construction impairment		—			(425	)		(425	)		n/m
Amortization expense		(156	)		(89	)		67			75.2	%
Intangible assets impairment		93			(3,225	)		(3,318	)		n/m

Operating profit / (loss)		64			(686	)		750			n/m

Net financing costs		(3	)		(42	)		(39	)		-92.4	%
Other non-operating income / expenses (net)		21			—			(21	)		n/m

Profit / (loss) before tax		82			(728	)		810			n/m

Income tax expense		(55	)		(176	)		(121	)		-69.1	%

Profit / (loss) after tax		27			(904	)		931			n/m

Profit / (loss) for the year		27			(904	)		931			n/m

Attributable to:
Owners of the parent		15			(905	)		920			n/m
Non-controlling interests		12			1			11			n/m
Adjusted EBITDA⁽²⁾		1,028			1,025			3			0.4	%
Adjusted EBITDA margin (%)⁽²⁾		51.4	%		50.5	%					+0.9	% pts

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(1)

Costs of €7 million in 2024 and €8 million in 2023 associated with satellite telemetry, tracking, and control services which were previously included under ‘Other operating expenses,’ are now reported as part of ‘Cost of Sales’ to be consistent with the current-year presentation and better aligned with the nature of the expenses.

(2)

Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS measures. See “SES—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures” of this prospectus for additional information about Adjusted EBITDA and Adjusted EBITDA margin, as well as the reconciliations.

n/m = not meaningful (a variance of more than 100% or less than -100%)

Given that movements in foreign exchange rates have an impact on SES’s results of operations, SES’s management reviews the variance of certain elements of its results at constant rates of exchange. The following table sets forth SES’s comparative consolidated income statement for the periods shown, with figures for FY 2023 restated at constant exchange rates based on a re-translation of prior year measures at current year prevailing exchange rates for each corresponding month of the current period, the increase / (decrease) and percentage changes.


€million	2024			Constant FX 2023			Change Increase/ (Decrease)			Percentage Change
Revenue		2,001			2,020			(19	)		-0.9	%
C-band repurposing income		88			2,793			(2,705	)		-96.8	%
Other income		3			5			(2	)		n/m
Cost of sales		(461	)		(441	)		20			4.4	%
Staff costs		(402	)		(409	)		(7	)		-1.7	%
Other operating expenses		(236	)		(243	)		(7	)		-2.8	%

Operating expenses		(1,099	)		(1,093	)		6			0.5	%

Depreciation expense		(650	)		(599	)		51			8.3	%
Property, plant and equipment impairment		(216	)		(26	)		190			n/m
Assets in the course of construction impairment		—			(440	)		(440	)		n/m
Amortization expense		(156	)		(46	)		110			n/m
Intangible assets impairment		93			(3,350	)		(3,443	)		n/m

Operating profit / (loss)		64			(736	)		800			n/m

Adjusted EBITDA ⁽¹⁾		1,028			1,019			9			0.9	%
Adjusted EBITDA margin (%) ⁽¹⁾		51.4	%		50.5	%					0.9	% pts

(1)

n/m = not meaningful (a variance of more than 100% or less than -100%)

Revenue

Total revenue decreased by €29 million, or 1.4%, to €2,001 million for FY 2024 as compared to €2,030 million for FY 2023. Excluding the effects of foreign currency translation, revenue decreased by €19 million, or 0.9% (FY 2023 at constant FX: €2,020 million).

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Revenue by Business Unit

As reported and at constant exchange rate, the revenue allocated to the relevant business units developed as follows:


*€million*	2024		2023		Constant FX 2023		Change Increase / (Decrease)			Change Increase / (Decrease) (constant FX)			Percentage Change			Percentage Change (constant FX)
SES Video		914		967		964		(53	)		(50	)		-5.5	%		-5.3	%
Data-Fixed		237		263		260		(26	)		(23	)		-9.5	%		-8.7	%
Data Mobile		301		282		281		19			20			6.4	%		7.1	%
Government		547		517		514		30			33			5.8	%		6.4	%
SES Networks		1,085		1,062		1,055		23			30			2.2	%		2.9	%
Sub-total		1,999		2,029		2,019		(30	)		(20	)		-1.5	%		-1.0	%
Other ¹		2		1		1		1			1			n/m			n/m

Group Total		2,001		2,030		2,020		(29	)		(19	)		-1.4	%		-0.9	%

1	Other includes revenue not directly applicable to SES Video or SES Networks

n/m = not meaningful (a variance of more than 100% or less than -100%)

By business unit, excluding the impact of foreign currency translation, SES’s revenue increased or decreased due to the following:

Video

Revenue in our Video business unit decreased by €50 million, or 5.3%, to €914 million for FY 2024 as compared to €964 million for FY 2023. The decrease in video business unit revenue reflects lower revenue in mature European and North American markets, stability in international revenue, and continued expansion of the Sports & Events business.

Networks

Revenue in our Networks business unit increased by €30 million, or 2.9%, to €1,085 million for FY 2024 as compared to €1,055 million for FY 2023, due to the following:

•

Data-Fixed – a decrease of €23 million, or 8.7% in revenue driven by Energy services and equipment sales in Europe and Latin America, partly offset by growing Cloud services;

•

Data-Mobile – an increase of €20 million, or 7.1% in revenue from mobility customers, primarily due to the expansion of services in Aero and cruise lines; and

•

Government – an increase of €33 million, or 6.4% in revenue from government customers in both U.S. government and Global government. Increase was primarily due to new services, capacity upgrades, service transfers from transponder services, an increase in equipment sales.

C-band repurposing income

C-band repurposing income decreased by €2,656 million, to €88 million for FY 2024 as compared to €2,744 million for FY 2023. Excluding the effects of foreign currency translation, C-band repurposing income decreased by €2,705 million (FY 2023 at constant FX: €2,793 million). This decrease is mainly attributable to Phase II ARP proceeds of €2,714 million received in 2023.

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Operating Expenses

Cost of sales

Cost of sales increased by €17 million, or 3.6%, to €461 million for FY 2024, as compared to €444 million for FY 2023. Excluding the effects of foreign currency translation, cost of sales increased by €20 million, or 4.4% (for FY 2023 at constant FX: €441 million), primarily due to the following:

•

an increase of €18 million in rental of third-party satellite capacity, mainly driven by DRS GES (€16 million);

•

an increase of €4 million in customer support such as hosting, monitoring, implementation, and engineering work; and

•

a decrease of €2 million in other cost of sales.

Staff costs

Staff costs decreased by €7 million, or 1.9%, to €402 million for FY 2024, as compared to €409 million for FY 2023. Excluding the effects of foreign currency translation, staff costs decreased by €7 million, or 1.7% (FY 2023 at constant FX: €409 million), primarily due to the following:

•

a decrease of €3 million in share-based payment costs (excluding C-Band related personnel costs) primarily due to the decrease in share price and the fact that there were no cash-settled awards issued in 2024;

•

an increase of €27 million in restructuring costs related to the new organizational set up; and

•

a decrease of €29 million in C-Band related personnel costs, mainly payroll.

Other operating expenses

Other operating expenses decreased by €8 million, or 2.6%, to €236 million for FY 2024, as compared to €244 million for FY 2023. Excluding the effects of foreign currency translation, other operating expenses decreased by €7 million, or 2.8% (FY 2023 at constant FX: €243 million), primarily due to the following:

•

a decrease of €19 million in other operating expenses due to a €15 million decrease in regulatory costs, mainly driven by USF, ITU, and USAC fees and a €4 million decrease in development costs;

•

a decrease of €3 million in consultancy costs;

•

a decrease of €9 million in travel and marketing & communication costs primarily due to savings initiatives and additional decreases in digital marketing, events, advertisements, and sponsorships;

•

a decrease of €7 million in bad debt expenses;

•

a decrease of €3 million in insurance costs, mainly driven by the termination of in-orbit insurance policies in November 2023;

•

an increase of €46 million in costs associated with the development and/or implementation of merger and acquisition activities;

•

a decrease of €2 million in premise & telecom costs;

•

a decrease of €12 million in C-Band related other operating expenses, mainly in consultancy and premise & telecom;

•

an increase of €9 million in non-staff restructuring expenses primarily due to the SES’s ongoing optimization program; and

•

a decrease of €6 million in other non-recurring expenses when comparing a €3 million one-off infrastructure charge recorded in FY 2024 to €9 million of specific business taxes of a non-recurring nature in FY 2023.

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Depreciation expense

The depreciation expense increased by €47 million, or 8.0%, to €650 million for FY 2024, as compared to €603 million for FY 2023. Excluding the effects of foreign currency translation, depreciation expense increased by €51 million, or 8.3% (FY 2023 at constant FX: €599 million).

This was primarily due to the O3b mPOWER fleet going into operational service in April 2024, partially offset by the knock-on impact on FY 2024 depreciation charges of satellite impairments recorded on certain satellites in the previous year.

Property, plant and equipment impairment

Property, plant and equipment net impairment expense increased by €190 million, to €216 million for FY 2024, as compared to €26 million for FY 2023 and is fully related to impairments of space segment assets. The €216 million net impairment expense recorded for FY 2024 includes €290 million of additional satellite impairment expense, partly offset by €74 million reversals of previous impairments. There were €56 million of additional satellite impairment expense, partly offset by €30 million reversals of previous impairments recorded in FY 2023.

The charges and reversals are the aggregation of impairment testing procedures on specific satellites, or combinations of co-located satellites, in SES’s geostationary fleet and are caused by changes in the underlying business plans for these assets as compared to the prior year, and also the higher discount rate applied to assets with predominantly USD cash inflows.

Assets in the course of construction impairment

For FY 2024, no assets in the course of construction impairment charges were recorded, whereas in FY 2023, €425 million was recorded. In FY 2023, the impairment was recorded against the assets under construction related to certain mPOWER satellites, reflecting technical issues arising on those satellites during on-orbit testing and the impact of those issues on the commercialization assumptions of the overall program.

Amortization expense

Amortization expense increased by €67 million, or 75.2%, to €156 million for FY 2024, as compared to €89 million for FY 2023. Excluding the effects of foreign currency translation, the amortization expense increased by €110 million (FY 2023 at constant FX: €46 million) mainly driven by the change in accounting estimate as of January 1, 2024 concerning the prospective treatment of all orbital slot rights as definite-life intangible assets.

Intangible asset impairment

Intangible asset impairment decreased by €3,318 million to become a €93 million intangible asset impairment reversal for FY 2024 versus a €3,225 million intangible asset impairment charge for FY 2023, driven by the following:

•

a decrease of €1,548 million of goodwill impairment, due to no impairment charges against goodwill recorded in FY 2024. In 2023, a goodwill impairment expense of €1,548 million was recorded, comprising impairment charges to GEO North America of €989 million, GEO International of €340 million, and MEO of €219 million. The goodwill impairment charge recorded in 2023 was mainly triggered by the recognition of the income from the Phase II U.S. C-Band Accelerated Relocation Payment (ARP) and

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•

a decrease of €1,770 million of impairment on orbital slot license rights was mainly related to net impairment reversal recorded for orbital slot license rights of an amount of €93 million comprising of €186 million reversals of previous impairment charges, partly offset by €93 million of additional impairment charge. In 2023, orbital slot license rights net impairment charge of €1,677 million comprising of MEO CGU in amount of €1,166 million, GEO International in amount of €466 million, and GEO North America of €45 million. The impairment charge on orbital slot license rights recorded in 2023 was also mainly triggered by the recognition of the income from the Phase II U.S. C-Band ARP.

Net financing costs

Net financing costs decreased by €39 million, or 92.4%, to €3 million for FY 2024, as compared to €42 million for FY 2023, primarily due to the following:

•

an increase in interest income of €76 million;

•

an increase in finance lease income of €5 million;

•

an increase in interest expense on borrowings (excluding capitalized interest) of €18 million, reflecting the combination of higher financing expenses and lower interest capitalized;

•

a decrease of €9 million due to lower net foreign exchange (FX) gains;

•

an increase of €8 million in other finance costs; and

•

an increase of €7 million in respect of amortization of loan origination costs.

Other non-operating income / expenses (net)

Other non-operating net income increased by €21 million, to €21 million for FY 2024, as compared to €0 million for FY 2023, due to the following:

•

an increase of €17 million in income from structured financing and

•

a net increase of €4 million in respect of fair value gains on financial assets recognized for FY 2024.

Income tax expense

Income tax expense decreased by €121 million, to €55 million for FY 2024, as compared to €176 million for FY 2023. The decrease is mainly due to the taxation of C-band proceeds in FY 2023.

Non-IFRS Financial Measures

SES regularly uses non-IFRS financial measures to evaluate our ongoing operations and for internal planning, budgeting and forecasting purposes and in the framework of company-wide bonus programs.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Debt, Adjusted Net Debt to Adjusted EBITDA ratio, Adjusted Net Profit, Adjusted Earnings per Share, Adjusted Free Cash Flow and Constant FX are not measures defined by IFRS. These measures have limitations as analytical tools and should not be considered as an alternative to profit for the year, profit from operations or liquidity as determined in accordance with IFRS Accounting Standards (“IFRS”). These measures are not necessarily comparable to similarly titled measures used by other companies.

As a result, you should not consider these performance measures in isolation from, or as a substitute analysis for, SES’s results of operations as determined in accordance with IFRS.

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1.	Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA is defined as profit or loss for the period before tax, before the impact of depreciation and impairment expense, amortization and impairment expense, net financing costs and other non-operating income / expenses (net), adjusted to exclude the impact of C-Band repurposing income, other income, C-band repurposing expenses, restructuring charges, costs associated with the development and / or implementation of merger and acquisition activities, specific business taxes of a non-recurring nature, as well as one-off infrastructure costs. SES believes that Adjusted EBITDA is useful to investors to assist in evaluating a Company’s operating performance.

Adjusted EBITDA increased by €3 million, or 0.4%, to €1,028 million for FY 2024, as compared to €1,025 million for FY 2023. Excluding the effects of foreign currency translation, Adjusted EBITDA increased by €9 million, or 0.9% (FY 2023 at constant FX: €1,019 million), primarily attributable to a decrease in staff costs and other operating expenses as explained above.


€million	2024			2023
Profit / (loss) before tax		82			(728	)
Add: Depreciation and impairment expense		866			1,054
Add: Amortization and impairment expense		63			3,314
Add: Net financing costs		3			42
Add: Other non-operating income / expenses (net)		(21	)		—
Deduct: C-band repurposing income		(88	)		(2,744	)
Deduct: Other income		(3	)		(5	)
Add: C-band repurposing expenses		5			47
Add: Restructuring charges		63			27
Add: Costs associated with the development and / or implementation of merger and acquisition activities		55			9
Add: Specific business taxes of a non-recurring nature		—			9
Add: One-off infrastructure costs		3			—

Adjusted EBITDA		1,028			1,025

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. SES believes that Adjusted EBITDA Margin is useful to investors to assist in evaluating a Company’s operating performance. The following table provides a reconciliation of the Adjusted EBITDA Margin:


€million	2024			2023
Revenue		2,001			2,030
Adjusted EBITDA		1,028			1,025

Adjusted EBITDA Margin (%)		51.4	%		50.5	%

2.	Adjusted Net Debt

Adjusted Net Debt is defined as current and non-current borrowings less cash and cash equivalents (excluding amounts subject to contractual restrictions) and excluding 50% of the Hybrid Bond (classified as borrowings) and including 50% of the Perpetual Bond (classified as equity). The treatment of the Hybrid Bond and Perpetual Bond is consistent with rating agency methodology.

SES believes that Adjusted Net Debt is relevant to investors since it gives an indication of the absolute level of non-equity funding of the business. This can be compared to the income and cash flows generated by the business, and available undrawn facilities.

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The following table reconciles Adjusted Net Debt to the relevant line items on the statement of financial position from which it is derived:


€million	2024			2023
Borrowings – non-current		4,247			3,443
Borrowings – current		273			716

Borrowings – total		4,520			4,159
Add: 50% of €588 million of Perpetual Bond (2023: €625 million)		294			313

Deduct: 50% of €1 billion Hybrid Bond (2023: nil)		(500	)		—
Deduct: Cash and cash equivalents		(3,521	)		(2,907	)
Add: Cash and cash equivalents subject to contractual restrictions		300			—

Adjusted Net Debt		1,093			1,565

3.	Adjusted Net Debt to Adjusted EBITDA ratio

The Adjusted Net Debt to Adjusted EBITDA ratio is defined as Adjusted Net Debt divided by Adjusted EBITDA. SES believes that the Adjusted Net Debt to Adjusted EBITDA ratio is a useful measure to demonstrate to investors its ability to generate the recurring income needed to be able to settle its borrowings as they fall due.

Adjusted Net Debt for FY 2024 was €1,093 million, representing an Adjusted Net Debt to Adjusted EBITDA ratio of 1.06 times, compared with 1.53 times for FY 2023, mainly driven by a €717 million repayment of gross debt in FY 2024.


€million	2024		2023
Adjusted Net Debt		1,093		1,565
Adjusted EBITDA		1,028		1,025

Adjusted Net Debt to Adjusted EBITDA ratio	1.06 times		1.53 times

4.	Adjusted Net Profit and Adjusted Earnings per Share

Adjusted Net Profit is defined as profit or loss of the period attributable to shareholders of the parent adjusted to exclude the after-tax impact of C-band net income, other income, restructuring charges, costs associated with the development and/or implementation of merger and acquisition activities, specific business taxes of a non-recurring nature, one-off infrastructure costs, and impairment expenses and related valuation allowance adjustments on deferred tax assets on ITCs, as well as the tax impact of impairment expenses on shareholdings arising at the Company or subsidiary level.

The tax rate applied to the pre-tax impact of the C-band operating expenses is the US tax rate. The rate applied for other non-recurring items and impairment expenses represents the computed weighted average tax rate of the relevant jurisdictions. SES believes that Adjusted Net Profit is useful to investors to assist in evaluating a Company’s operating performance.

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The following table reconciles Adjusted Net Profit to the relevant line items on the consolidated income statement from which it is derived:


€million	2024			2023
Profit/ (Loss) of the group attributable to shareholders of the parent		15			(905	)
C-band net income		(83	)		(2,697	)
Other income		(3	)		(5	)
Restructuring charges		63			27
Costs associated with the development and / or implementation of merger and acquisition activities		55			9
Specific business taxes of a non-recurring nature		—			9
One-off infrastructure costs.		3			—
Impairment expenses		123			3,676

Add: Total non-recurring items		158			1,019

Tax on C-band net income, at 23% (2023:18%)		19			484
Tax on other non-recurring items, at 25% (2023: 25%)**		(28	)		(9	)
Tax on impairment expenses, at -25.3% (2023: -10.7%)*		(31	)		(394	)

Add: Tax on adjusted items set out above		(40	)		81

Add: Tax expense in respect of impairment expenses on the carrying value of subsidiary investments and other assets eliminated at consolidation level		(7	)		20	*

Adjusted Net Profit		126			215

^*	Includes valuation allowance on deferred tax assets for ITCs, triggered by impairments

^**	Includes tax on other income, restructuring charges, costs associated with the development and / or implementation of merger and acquisition activities, specific business taxes of a non-recurring nature and infrastructure costs of a non-recurring nature.

Adjusted Earnings per Share is the Adjusted Net Profit/(Loss), including an assumed coupon net of tax, divided by the weighted average number of shares. SES believes that Adjusted Earnings per Share is useful to investors to assist in making investment decisions.

For FY 2024, Adjusted Earnings per Share of €0.26 per Class A share (2023: €0.41), and €0.10 per Class B share (2023: €0.16) have been calculated on the following basis:


€million	2024			2023
Adjusted Net Profit		126			215
Assumed coupon on perpetual bond (net of tax)		(15	)		(36	)

Total		111			179

Split between:
Class A shares (in million)¹		92			149
Class B shares (in million)²		19			30

¹	Calculated as 83% of adjusted loss attributable to owners of the parent, based on the weight of the Class A weighted average number of shares out of the total shares.

²	Calculated as 17% of adjusted loss attributable to owners of the parent, based on the weight of the Class B weighted average number of shares out of the total shares.

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The weighted average number of shares, net of own shares held, and adjusted to reflect the relative economic rights of the Class A shares and Class B shares for calculating Adjusted Earnings per Share are unchanged from the numbers of shares applied in the calculation of basic earnings per share:


	2024		2023
Class A shares (in million)		351.7		364.8
Class B shares (in million)		182.3		185.7

Total		534.0		550.5


Adjusted Earnings per share (in €)	2024		2023
Class A shares		0.26		0.41
Class B shares		0.10		0.16

5.	Adjusted Free Cash Flow

Adjusted Free Cash Flow is defined as net cash generated by operating activities adjusted for the net cash absorbed by investing activities, the coupon paid on the Perpetual Bonds, interest paid on borrowings and lease payments, excluding the effect of cash flows generated by IRIS² related payable, C-band cash flows, and payments in respect of other non-recurring items. SES believes that Adjusted Free Cash Flow is useful to investors in giving an indication of the underlying cash generative capacities of the business.

Adjusted Free Cash Flow for FY 2024 was a net inflow of €253 million, compared to the net inflow of €431 million for FY 2023. The main components of the decrease were lower net cash generated by operating activities and higher year-on-year investing activities, partly offset by higher cash interest received.

The following table reconciles Adjusted Free Cash Flow to the relevant line items on the consolidated statement of cash flows from which it is derived:


€million	2024			2023
Net cash generated by operating activities		1,006			3,479
Net cash absorbed by investing activities		(159	)		(370	)

Coupon paid on perpetual bond		(49	)		(49	)
Interest paid on borrowings		(110	)		(109	)
Lease payments		(26	)		(22	)

Free cash flow before equity distributions and treasury activities		662			2,929
Exclude:
IRIS² related payable		300			—
C-band cash flows		202			2,516
Payments in respect of other non-recurring* items		(93	)		(18	)

Adjusted Free Cash Flow		253			431

*	Includes payments in respect of costs associated with the development and / or implementation of merger and acquisition activities, as well as restructuring

6.	Constant FX

As discussed above, movements in foreign exchange rates have an impact on SES’s results of operations. SES’s management reviews the variance of certain elements of its results, including revenue and Adjusted EBITDA, at constant rates of exchange. Thus, when analyzing performance against the prior-period figures,

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these are presented both as reported and at ‘constant FX’, whereby they are recomputed using the prevailing exchange rates for each corresponding month of the current period. SES does not adjust for the normal transactional gains and losses in operations that are generated by exchange movements.

Although SES does not believe that these measures are a substitute for IFRS measures, SES does believe that such an analysis which neutralizes the impact of currency fluctuations year-on-year provides additional useful information to investors regarding the underlying operating performance of the company.

Accordingly, the constant rates of exchange financial measures appearing in the following discussion of the SES’s results of operations should be read in conjunction with the information provided in SES’s consolidated financial statements.


€million	2023			Foreign exchange impact			Constant FX 2023
Revenue		2,030			(10	)		2,020
C-band repurposing income		2,744			49			2,793
Other income		5			—			5
Cost of sales		(444	)⁽¹⁾		3			(441	)
Staff costs		(409	)		—			(409	)
Other operating expenses		(244	)⁽¹⁾		1			(243	)

Operating expenses		(1,097	)		4			(1,093	)

Depreciation expense		(603	)		4			(599	)
Property, plant and equipment impairment		(26	)		—			(26	)
Assets in the course of construction impairment		(425	)		(15	)		(440	)
Amortization expense		(89	)		43			(46	)
Intangible assets impairment		(3,225	)		(125	)		(3,350	)

Operating profit/(loss)		(686	)		(50	)		(736	)

Adjusted EBITDA		1,025			(6	)		1,019

(1)

Costs of €7 million in 2024 and €8 million in 2023 associated with satellite telemetry, tracking and control services which were previously included under ‘Other operating expenses,’ are now reported as part of ‘Cost of Sales’ to be consistent with the current-year presentation and better aligned with the nature of the expenses.

Proforma Non-IFRS Financial Measures

1.	Pro forma Net Debt as of December 31, 2024

Pro forma Net Debt is defined as pro forma current and non-current borrowings less pro forma cash and cash equivalents, all as disclosed on the unaudited pro forma condensed combined statement of financial position.


€million	Historical SES Group			Pro forma Intelsat Group			Pro forma acquisition and financing adjustments*		Total Pro forma
Borrowings – non-current		4,247			2,888			—		7,135
Borrowings – current		273			—			—		273

Borrowings – total		4,520			2,888			—		7,408
Less: Cash and cash equivalents		(3,521	)		(960	)		2,984		(1,497	)

Pro forma Net Debt		999			1,928			2,984		5,911

*	Refer to unaudited pro forma condensed combined financial information for the nature of the pro forma adjustment.

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2.	Pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin for the year ended December 31, 2024

Pro forma Adjusted EBITDA is defined as pro forma profit or loss for the period before tax, before the impact of pro forma depreciation and impairment expense, pro forma amortization and impairment expense, pro forma net financing costs and pro forma other non-operating income / expenses (net), pro forma share of net profit of joint ventures accounted for using the equity method, pro forma impairment expense on investments, adjusted to exclude the impact of pro forma C-Band repurposing income, pro forma non-recurring other income, pro forma C-band repurposing expenses, pro forma restructuring charges, pro forma costs associated with the development and / or implementation of merger and acquisition activities, pro forma one-off infrastructure costs, pro forma non-recurring share-based compensation costs relating to the Intelsat Group’s equity compensation plans which will terminate on Acquisition closing and, pro forma legal costs associated with Chapter 11 restructuring incurred by the Intelsat Group.

The following table provides a reconciliation of pro forma Adjusted EBITDA for the year ended December 31, 2024:


€million	Historical SES Group			Pro forma Intelsat Group			Pro forma acquisition and financing adjustments*			Total Pro forma
(Loss)/profit before tax		82			(61	)		(102	)		(81	)
Add: Depreciation and impairment expense		866			568			—			1,434
Add: Amortization and impairment expense		63			110			—			173
Add: Net financing costs		3			195			52			250
Add: Other non-operating income / expenses (net)		(21	)		—			—			(21	)
Add: Share of net profit of joint ventures accounted for using the equity method		—			(1	)		—			(1	)
Add: Impairment expense on investments		—			3			—			3
Deduct: C-band repurposing income		(88	)		(158	)		—			(246	)
Deduct: Non-recurring other income		(3	)		—			—			(3	)
Add: C-band repurposing expenses		5			6			—			11
Add: Restructuring charges		63			2			—			65
Add: Costs associated with the development and / or implementation of merger and acquisition activities
		55			50			54			159
Add: Non-recurring share-based compensation costs		—			31			—			31
Add: One-off infrastructure costs		3			—			—			3

Pro forma Adjusted EBITDA		1,028			745			4			1,777

*	Refer to unaudited pro forma condensed combined financial information for the nature of the pro forma adjustment.

Pro forma Adjusted EBITDA Margin is defined as pro forma Adjusted EBITDA divided by pro forma revenue.

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The following table provides a reconciliation of the pro forma Adjusted EBITDA Margin for the year ended December 31, 2024:


€million	Historical SES Group			Pro forma Intelsat Group			Pro forma acquisition and financing adjustments*			Total Pro forma
Revenue		2,001			1,794			(143	)		3,652
Adjusted EBITDA		1,028			745			4			1,777

Pro forma Adjusted EBITDA Margin (%)		51.4	%		41.5	%		—			48.7	%

*	Refer to unaudited pro forma condensed combined financial information for the nature of the pro forma adjustment.

3.	Pro forma Operating Profit and pro forma Operating Profit Margin for the year ended December 31, 2024

Pro forma Operating Profit is defined as pro forma profit or loss for the year before the impact of pro forma net financing charges, pro forma other non-operating income / expenses (net), pro forma income tax, the Group’s share of the results of joint ventures and associates, pro forma impairment expense on investments. The Group uses pro forma operating profit to monitor its financial return after both operating expenses and a charge representing the cost of usage of both its property, plant and equipment and definite-life intangible assets.

The following table reconciles pro forma Operating Profit to the unaudited pro forma condensed combined income statement line items from which it is derived, for the year ended December 31, 2024:


€million	Historical SES Group			Pro forma Intelsat Group			Pro forma acquisition and financing adjustments*			Total Pro forma
Profit/(loss) before tax		82			(61	)		(102	)		(81	)
Add: Net financing costs		3			195			52			250
Deduct: Other non-operating income / expenses		(21	)		—			—			(21	)
Add: Share of net profit of joint ventures accounted for using the equity method		—			(1	)		—			(1	)
Add: Impairment expense on investments		—			3			—			3

Pro forma Operating profit		64			136			(50	)		150

*	Refer to unaudited pro forma condensed combined financial information for the nature of the pro forma adjustment.

Pro forma Operating Profit Margin is defined as pro forma Operating Profit as a percentage of pro forma revenue. SES believes that pro forma Operating Profit Margin is a useful measure to demonstrate the proportion of revenue that has been realised as operating profit, and therefore an indicator of profitability.

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The following table provides a reconciliation of the pro forma Operating Profit Margin for the year ended December 31, 2024:


€million	Historical SES Group			Pro forma Intelsat Group			Pro forma acquisition and financing adjustments*			Total Pro forma
Revenue		2,001			1,794			(143	)		3,652
Operating profit		64			136			(50	)		150

Pro forma Operating profit margin (%)		3.2	%		7.6	%		—			4.1	%

*	Refer to unaudited pro forma condensed combined financial information for the nature of the pro forma adjustment.

4.	Pro forma Adjusted Net Debt as at December 31, 2024

Pro forma Adjusted Net Debt is defined as pro forma current and non-current borrowings less pro forma cash and cash equivalents (excluding amounts subject to contractual restrictions), excluding 50% of the Group’s €1,000 million Hybrid Bond (classified as borrowings) and including 50% of the Group’s €588 million Perpetual Bond (classified as equity). The treatment of the Group’s Perpetual Bond is consistent with rating agency methodology.

The following table reconciles pro forma Adjusted Net Debt to the relevant line items on the unaudited pro forma combined statement of financial position from which it is derived:


€million	Historical SES Group			Pro forma Intelsat Group			Pro forma acquisition and financing adjustments*		Total Pro forma
Borrowings – non-current		4,247			2,888			—		7,135
Borrowings – current		273			—			—		273
Borrowings – total		4,520			2,888			—		7,408
Add: 50% of €588 million Perpetual Bond (2023: €625 billion)		294			—			—		294
Deduct: 50% of Hybrid Bond (2023: nil)		(500	)		—			—		(500	)
Less: Cash and cash equivalents		(3,521	)		(960	)		2,984		(1,497	)
Add: Cash and cash equivalents subject to contractual restrictions		300			—			—		300

Pro forma Adjusted Net Debt		1,093			1,928			2,984		6,005

*	Refer to unaudited pro forma condensed combined financial information for the nature of the pro forma adjustment.

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5.	Pro forma Adjusted Net Debt to pro forma Adjusted EBITDA ratio as at December 31, 2024

The pro forma Adjusted Net Debt to pro forma Adjusted EBITDA ratio is defined as pro forma Adjusted Net Debt divided by pro forma Adjusted EBITDA. The Group believes that this ratio is a useful measure to demonstrate to investors its ability to generate the recurring income needed to be able to settle its borrowings as they fall due.


€million	Historical SES Group	Pro forma Intelsat Group	Pro forma acquisition and financing adjustments*	Total Pro forma
Pro forma Adjusted Net Debt	1,093	1,928	2,984	6,005
Pro forma Adjusted EBITDA	1,028	745	4	1,777

Pro forma Adjusted Net Debt to Adjusted EBITDA ratio	1.06 times	2.59 times	—	3.38 times

*	Refer to unaudited pro forma condensed combined financial information for the nature of the pro forma adjustment.

LIQUIDITY AND CAPITAL RESOURCES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023

Overview

SES’s contractual obligations, commitments and debt service requirements over the next several years are described below. As of December 31, 2024, total borrowings were €4,520 million (2023: €4,159 million). Interest paid on borrowings for FY 2024 was €110 million (2023: €109 million). As of December 31, 2024, cash and cash equivalents were €3,521 million (2023: €2,907 million).

SES’s cash flows from operations and cash on hand have been sufficient to fund interest obligations of €110 million and €109 million of coupon paid on perpetual bond and €49 million and €49 million of coupon for FY 2024 and 2023, respectively, and to fund investing activities amounting to €159 million and €370 million for FY 2024 and 2023, respectively.

In connection with SES’s participation in the FCC’s process for accelerated clearing of the C-band spectrum pursuant to the FCC Final Order, as that term is defined below (see “Intelsat – Management’s Discussion and Analysis of Financial Condition and Results of Operations: Recent Developments,” SES incurred significant upfront expenses for clearing activities well in advance of receiving reimbursement payments. SES has incurred total C-band clearing costs of €1.4 billion through 2024. SES has received €1.2 billion of reimbursements through 2024, including €279 million in 2024 and €130 million in 2023. As of December 31, 2024, an additional €87 million is receivable and expected to be received in 2025. The remaining amount represents expenditures that do not meet the criteria for reimbursement under the C-band Report and Order. Additionally, as of FY 2023, the entire Phase 2 ARP proceeds of $2,991 million were received.

SES’s primary source of liquidity is, and is expected to continue to be, cash generated by operating activities, as well as existing cash. SES currently expects to use cash on hand and cash flows from operating activities to fund its most significant cash outlays, including debt service requirements and capital expenditure in the next twelve months and beyond.

SES believes its cash generation together with its available liquidity will be sufficient to meet its obligations and fund its business and capital expenditure for the foreseeable future.

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Overview of cash flow for FY 2024 and FY 2023


€million	2024			2023			Change Increase / (decrease)			Percentage Change
Net cash generated by operating activities		1,006			3,479			(2,473	)		-71.0	%
Net cash absorbed by investing activities		(159	)		(370	)		211			57.0	%
Net cash generated/(absorbed) by financing activities		(375	)		(1,126	)		751			66.6	%
Net foreign exchange movements		142			(123	)		265			n/m
Net increase/(decrease) in cash		614			1,860			(1,246	)		-66.9	%

Cash and cash equivalents at start of the year		2,907			1,047			1,860			n/m
Cash and cash equivalents at end of the year		3,521			2,907			614			21.1	%

n/m = not meaningful (a variance of more than 100% or less than -100%)

Net cash generated by operating activities

Net cash generated by operating activities decreased by €2,473 million to €1,006 million in FY 2024, as compared to €3,479 million for FY 2023. The decrease was mainly driven by €2.7 billion C-band Phase 2 proceeds received in FY 2023, partly offset by €424 million C-band related tax paid. Excluding C-band and other acquisitions, and other non-recurring items, net cash generated by operating activities was €886 million in 2024 compared with €1,059 million in 2023, as higher Adjusted EBITDA was offset by changes in working capital.

Net cash absorbed by investing activities

Net cash absorbed by investing activities decreased by €211 million to €159 million for FY 2024, as compared to €370 million for FY 2023, primarily due to C-band related net reimbursements of €257 million in 2024 compared to net reimbursements of €78 million in FY 2023, as well as €31 million interest received in relation to U.S. C-band clearing. Excluding C-band and other acquisitions, net cash absorbed by investing activities (excluding interest received) was €560 million (FY 2023: €493 million) mainly related to the investment in O3b mPOWER which began commercial services in Q2 2024.

Net cash generated/(absorbed) by financing activities

Net cash absorbed by financing activities for FY 2024 amounted to €375 million, whereas net cash absorbed by financing activities for FY 2023 amounted to €1,126 million. The main drivers of the net FY 2024 outflows were the €550 million settlement of the 2016 Perpetual Bond in January 2024, the €150 million settlement of the German Bond in June 2024, a €16 million repayment of a LuxGovSat credit facility, a €320 million dividend payment, €110 million interest paid on borrowings, €128 million acquisition of treasury shares (Share buyback program) and €49 million of coupon interest paid on the Perpetual Bond, partly offset by the €1 billion proceeds from the Deeply Subordinated Fixed Rate Resettable Securities issued in September 2024. The main drivers of the net 2023 outflow were €690 million settlement of the 144A Bond in April 2023, €16 million repayment of a LuxGovSat credit facility, €220 million in dividend payments, €109 million of interest paid on borrowings, and €49 million of coupon interest paid on the Perpetual Bond.

Financing Structure of SES

150

€3,221 million as of December 31, 2024 combined with the SES’s fully undrawn syndicated multi-currency revolving credit facility of €1,200 million renewed in 2024 and valid until 2028 and fully undrawn financing facilities from European Investment Bank of €300 million, €25 million and €125 million. Separately, SES has a €588 million Perpetual Bond with 2.875% coupon (treated as 50% debt and 50% equity) with first call date in August 2026.

Borrowings

Indebtedness of SES (relating to the Acquisition of Intelsat)

SES has obtained financing for the Acquisition under the Bridge Facility and the TLA. The availability period of the Bridge Facility, during which funds may be drawn down under the Bridge Facility, is the period from April 30, 2024 to and including April 28, 2026. Any funds drawn down under the Bridge Facility must be used to finance all or part of the purchase price of the Acquisition and any related fees, costs and expenses, and to refinance the existing indebtedness of the Intelsat Group. Additionally, the Bridge Facility provides that, following the issuance of new additional debt by SES (including through the TLA and the issuance of Senior Notes and/or Subordinated Notes), SES is required to cancel the Bridge Facility in an amount equal to such issuances. In particular, SES is required to use the first €1 billion (or equivalent in other currencies) of Notes (whether Senior Notes or Subordinated Notes) to cancel the Bridge Facility in an equivalent amount. Pursuant to the terms of the Bridge Facility, the following €625 million of debt raised (after the initial €1 billion (or equivalent in other currencies)) does not need to be applied in prepayment or cancellation of the Bridge Facility, but amounts raised thereafter must be so applied.

SES currently intends to draw down the Bridge Facility (or any replacement to the Bridge Facility) only to the extent that any Intelsat senior subordinated notes (if any) are redeemed at or immediately prior to closing of the Acquisition. If drawn, SES could repay the Bridge Facility (under which certain of the Dealers are lenders) with the proceeds of Notes. See further “Risk Factors—The Issuers and the Dealers may engage in transactions adversely affecting the interests of Noteholders”.

Hybrid Bond

On September 6, 2024, SES S.A. announced the successful launch and pricing of a Hybrid Bond for a total amount of €1 billion. The settlement took place on September 12, 2024, and the notes are listed on the Luxembourg Stock Exchange. The transaction is composed of a €500 million 30-year Non-Call (NC) 5.25-year tranche with a first reset date on December 12, 2029 and a €500 million 30-year NC 8-year tranche with a first reset date on September 12, 2032. The NC 5.25-year notes will bear a coupon of 5.5% per annum and were priced at 99.473% of their nominal value while the NC 8-year notes will bear a coupon of 6% per annum and were priced at par.

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SES’s borrowings as of December 31, 2024 and December 31, 2023 are presented below:


€million	Effective interest rate			Maturity		Amounts outstanding 2024, carried at amortized cost		Amounts outstanding 2023, carried at amortized cost
Eurobond 2026 (€650 million)		1.625	%		March 2026		651		652
Euro Private Placement 2027 (€140 million under EMTN)		4.00	%		May 2027		140		140
Eurobond 2027 (€500 million)		0.875	%		November 2027		499		497
Eurobond 2028 (€400 million)		2.00	%		July 2028		398		397
Eurobond 2029 (€750 million)		3.50	%		January 2029		746		745
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		32		50
German bond (€50 million), non-listed		4.00	%		November 2032		50		50
U.S. Bond ($250 million)		5.30	%		April 2043		235		220
U.S. Bond ($500 million)		5.30	%		March 2044		468		442
Hybrid Bond NC5.25 (EUR 500 million)		5.50	%		September 2054		494		—
Hybrid Bond NC8 (EUR 500 million)		6.00	%		September 2054		496		—
Fixed Term Loan (SES Astra 1P Sarl), non-listed		3.15	%		March 2031		28		—
Floating Term Loan Facility (SES Satellites Ventures S. à r.l.), non-listed		SOFR 3M + 2.2	%		March 2030		10		—
German bond (€250 million), non-listed		1.71	%		December 2025		250		250
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		17		16
Fixed Term Loan (SES Astra 1P S. à r.l.), non-listed		3.15	%		March 2031		6		—
German Bond (€150 million), non-listed		EURIBOR 6M +0.80	%		June 2024		—		150
Perpetual Bond (€550 million)		5.625	%		January 2024		—		550

Total							4,520		4,159

Capital Expenditure

SES expects to continue to invest in satellites, both to replace existing satellites before their end of life, and to make available new capacity at new or existing orbital positions to meet growing demand. GEO-MEO capital expenditure (growth and replacement capacity, excluding acquisitions, financial investments, and C-band Repurposing) was €242 million in 2021, was €1,036 million in 2022 and was €483 million in 2023, reflecting growth investment (final SES-17 milestones and O3b mPOWER), €480 million in 2024, and is expected to be between €425 to €475 million in 2025 and €325 million per year for the following years (excluding any future capital expenditure for IRIS2). The majority of projected future capital expenditure relates to satellite investment and is based on SES’s current launch and service schedule in respect of procured satellites.

The financing of ongoing satellite procurement programs is done through a range of structures, including, without limitation, through a mix of available resources, cash flow from operations, and drawings under existing or new funding arrangements where needed.

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mPOWER satellite insurance claim

SES has submitted a claim and is engaging with insurers regarding a claim totaling $472 million regarding the technical challenges observed in the operation of the O3b mPOWER satellites 1-4.

Guarantees

On December 31, 2024, SES had outstanding bank guarantees of €39 million (2023: €48 million) with respect to performance and warranty guarantees for services of satellite operations.

Procurement Contracts

SES regularly enters into satellite construction contracts to procure satellites from manufacturers. The typical time required to manufacture and launch a satellite is approximately 30-36 months (but can take more time depending on the complexity of the satellite). These contracts generally provide for payments to be made at certain milestones. In addition, the manufacturer may have to pay damages to SES in the event that construction of the satellite is not completed on time.

Launch Agreements

SES enters into launch agreements from time to time and has not entered into a multi-year agreement with a launcher provider.

Dividend and Dividend Policy

SES has a stable to progressive dividend policy, with an annual payout dividend of €0.50 per Class A share and €0.20 per Class B share. On April 20, 2024, the board approved a shift to semi-annual dividend payments, as such, shareholders will receive an additional interim dividend of €0.25 per Class A share and €0.10 per B-share in October 2024, followed by payments of at least €0.25 per Class A share and €0.10 per Class B share in April (subject to shareholder approval) and October of 2025.

Share Buyback

On August 3, 2023, SES announced a share buyback program of €150 million under the authorization given by shareholders at the Annual General Meeting of shareholders held on April 6, 2023, pursuant to which SES can purchase up to 20 million A-shares and up to 10 million B-shares in equal proportion to maintain the ratio of two A-shares to one B-share, as required by its Articles of Association. The shares acquired are intended to be cancelled, reducing the total number of voting and economic shares in issue. As of December 31, 2024, 23.95 million Class A shares had been purchased at an average price of €5.22 per share and 11,98 million Class B shares had been purchased at an average price of €2.09 per share, resulting in a total cost of the program of €150 million.

Contracted Backlog

SES had a fully protected contract backlog (non-cancellable) of €3.7 billion (or gross backlog of €4.8 billion including backlog with contractual break clauses) as of December 31, 2024 delivered by a strong customer base consisting predominantly of broadcasters in developed markets. This customer profile generates a predictable, high-margin revenue stream, resulting in a strong cash flow conversion factor. As of December 31, 2024, the fully protected contract backlog was comprised of €1.9 billion for Networks and €1.8 billion for Video.

Out of the total gross backlog, 30% is expected to be recognized as revenue in 2025, 24% in 2026 and 19% in 2027, with the remaining thereafter.

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Protected backlog includes non-cancellable contracts and cancellable contracts with substantive termination fees.

Credit Rating

Our capital structure and financial practices have earned us investment grade credit ratings from two internationally recognized credit rating agencies. These investment grade credit ratings are important to our ability to issue debt at favorable rates of interest, for various terms, and from a diverse range of markets that are highly liquid, including European and U.S. debt capital markets and from global financial institutions.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SES is exposed to financial market risks, including changes in foreign currency exchange rates and interest rate risks. SES uses various strategies to manage these risks; however, they may still impact SES’s financial results.

Interest Rate Risk

We are subject to interest rate risk primarily associated with our borrowings. Interest rate risk 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. Changes in interest rates can cause interest charges to fluctuate on our variable rate debt.

In order to mitigate this risk, SES generally contracts its debt at fixed rates, and monitors carefully the evolution of market conditions, adjusting the mix between fixed and floating rate debt if necessary.

To mitigate SES’s interest rate risk in connection with near-term debt refinancing needs, SES may from time to time enter into interest rate hedges. As of December 31, 2024 and December 31, 2023, SES had no interest rate hedges outstanding.

The table below summarizes the split of the carrying amount of SES’s debt between fixed and floating rate.


€million	At fixed rates		At floating rates		Total
Borrowings as of December 31, 2024		4,510		10		4,520
Borrowings as of December 31, 2023		4,009		150		4,159

Foreign Currency Risk

We are exposed to market risk from changes in foreign currency exchange rates primarily in connection with our foreign subsidiaries and joint ventures outside the Eurozone.

SES’s main exposures to foreign currency at the end of the reporting period are in respect of balances denominated in U.S. dollars related to cash and cash equivalents (2024: €2,338 million; 2023: €2,169 million), intercompany balances (2024: €-2,048 million; 2023: €-1,859 million) and fixed assets suppliers (2024: €-192 million; 2023: €-342 million).

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The aggregate net foreign exchange gains / losses recognized in profit or loss were:


€million	2024			2023
Net foreign exchange gain included in main currencies		2			3
Net foreign exchange gain / (loss) included in other currencies		(1	)		2
Net foreign exchange gain included in foreign exchange transactions		4			8

Total		5			13

SES uses certain financial instruments to manage its exposure to fluctuations in foreign currency exposure rates. Examples used to mitigate such exposures are the spot or forward buying and selling of foreign currencies, creating natural hedges (for example intercompany loans, quasi-equity qualification of such intercompany loans, intercompany dividend distributions), and external hedging, whereby speculative foreign exchange trading is disallowed under internal policies.

SES may enter into forward currency contracts to eliminate or reduce the currency exposure arising from individual capital expenditure projects such as satellite procurements, tailoring the maturities to each milestone payment to maximize effectiveness. Depending on the functional currency of the entity with the capital expenditure commitment, the foreign currency risk may be in euro or in U.S. dollar. The forward contracts are in the same currency as the hedged item and can cover up to 100% of the total value of the contract. It is SES’s policy not to enter into forward contracts until a firm commitment is in place.

SES has a corresponding exposure in the consolidated income statement, excluding the impacts of C-band repurposing, of €1,209 million or 60.4% of the SES’s revenue and other income (2023: €1,239 million or 60.9%) and €492 million or 45.0% of its operating expenses (2023: €567 million or 54.0%) being denominated in U.S. dollars. SES does not enter into derivative instruments to hedge these currency exposures.

The following table demonstrates the sensitivity to a +/- 20% change in the U.S. dollar exchange rate on the nominal amount of SES’s U.S. dollar net investment, with all other variables held constant. All value changes are eligible to be recorded in other comprehensive income with no impact on profit and loss. Both 2024 and 2023 were marked by EUR/USD fluctuation. The macro-outlook and global uncertainties along with worries regarding high energy prices and inflation result in the maintenance of a wide sensitivity range.


December 31, 2024	Amount in $million			Amount in €million at closing rate of $1.04		Amount in €million at rate of $1.25			Amount in €million at rate of $0.83
USD statement of financial position exposure:
SES Americas		225			217		180			272
SES Netherlands		1,797			1,730		1,438			2,166
MX1 Limited, Israel		17			16		14			20
Total		2,039			1,963		1,632			2,458
Hedged with:
US Bonds		250			241		200			301
Other external borrowings		—			—		—			—

Total		250			241		200			301

Hedged proportion		12	%
Absolute difference without hedging							(331	)		494
Absolute difference with hedging							(291	)		433

155


December 31, 2023	Amount in $million			Amount in €million at closing rate of $1.105		Amount in €million at rate of $1.33			Amount in €million at rate of $0.88
USD statement of financial position exposure:
SES Americas		281			255		212			320
SES Netherlands		1,899			1,718		1,428			2,158
MX1 Limited, Israel		30			27		22			34
Total		2,210			2,000		1,662			2,512
Hedged with:
US Bonds		750			679		564			852
Other external borrowings		—			—		—			—
Total		750			679		564			852

Hedged proportion		34	%

Absolute difference without hedging							(338	)		512

Absolute difference with hedging							(223	)		339

COMPARISON OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Results of Operations

Consolidated income statement

The discussion of the SES’s results of operations is based on its historical results. Except as set out below, the financial data discussed in this section for the years ended December 31, 2023 (“FY 2023”) and December 31, 2022 (“FY 2022”) has been prepared in accordance with IFRS. The discussion should be read in conjunction with the “Presentation of Financial and Other Information” and “Information About SES,” of this prospectus, respectively.

156

The following table sets forth SES’s comparative consolidated income statement and non-IFRS measures for the periods shown with the increase / (decrease) and percentage changes.


€million	2023			2022			Change Increase/ (decrease)			Percentage Change
Revenue		2,030			1,944			86			4.4	%
C-band repurposing income		2,744			184			2,560			n/m
Other income		5			—			5			n/m
Cost of sales		(436	)		(351	)		85			24.1	%
Staff costs		(409	)		(330	)		79			23.7	%
Other operating expenses		(252	)		(205	)		47			22.7	%

Operating expenses		(1,097	)		(886	)		211			23.6	%

Depreciation expense		(603	)		(642	)		(39	)		-6.1	%
Property, plant and equipment impairment		(26	)		(194	)		(168	)		-86.5	%
Assets in the course of construction impairment		(425	)		—			425			n/m
Amortization expense		(89	)		(63	)		26			41.7	%
Intangible assets impairment		(3,225	)		(203	)		3,022			n/m

Operating (loss)/profit		(686	)		140			(826	)		n/m

Net financing costs		(42	)		(88	)		(46	)		-52.6	%

(Loss)/profit before tax		(728	)		52			(780	)		n/m

Income tax expense		(176	)		(87	)		89			n/m

Loss after tax		(904	)		(35	)		869			n/m

Loss for the year		(904	)		(35	)		869			n/m

Attributable to:
Owners of the parent		(905	)		(34	)		871			n/m
Non-controlling interests		1			(1	)		2			n/m
Adjusted EBITDA ⁽¹⁾		1,025			1,105			(80	)		-7.3	%
Adjusted EBITDA margin (%) ⁽¹⁾		50.5	%		56.9	%					-6.4	% pts

(1)

Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS measure. See “SES—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures of this prospectus for additional information about Adjusted EBITDA and Adjusted EBITDA margin, as well as the reconciliations.

157

n/m = not meaningful (a variance of more than 100% or less than -100%) Given that the movements in foreign exchange rates have an impact on SES’s results of operations, SES’s management reviews the variance of certain of its results at constant rates of exchange. The following table sets forth SES’s comparative consolidated income statement for the periods shown, with figures for FY 2022 restated at constant exchange rates based on a re-translation of prior year measures at current year prevailing exchange rates for each corresponding month of the current period, the increase / (decrease) and percentage changes.


€million	2023			Constant FX 2022			Change Increase/ (decrease)			Percentage Change
Revenue		2,030			1,911			119			6.2	%
C-band repurposing income		2,744			171			2,573			n/m
Other income		5			—			5			n/m
Cost of sales		(436	)		(349	)		87			24.8	%
Staff costs		(409	)		(325	)		84			25.8	%
Other operating expenses		(252	)		(203	)		49			24.3	%

Operating expenses		(1,097	)		(877	)		220			25.1	%

Depreciation expense		(603	)		(632	)		(29	)		-4.7	%
Property, plant and equipment impairment		(26	)		(189	)		(163	)		-86.2	%
Assets in the course of construction impairment		(425	)		—			425			n/m
Amortization expense		(89	)		(63	)		26			42.3	%
Intangible assets impairment		(3,225	)		(193	)		3,032			n/m

Operating (loss)/profit		(686	)		128			(814	)		n/m

Adjusted EBITDA ⁽¹⁾		1,025			1,081			(56	)		-5.2	%
Adjusted EBITDA margin (%) ⁽¹⁾		50.5	%		56.6	%					-6.1	% pts

(1)

n/m = not meaningful (a variance of more than 100% or less than -100%)

Revenue

Total revenue increased by €86 million, or 4.4%, to €2,030 million for FY 2023 as compared to €1,944 million for FY 2022. Excluding the effects of foreign currency translation, revenue increased by €119 million, or 6.2% (FY 2022 at constant FX: €1,911 million).

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Revenue by Business Unit

As reported and at constant exchange rate, the revenue allocated to the relevant business units developed as follows:


*€million*	2023		2022		Constant FX 2022		Change Increase / (decrease)			Change Increase/ (decrease) (constant FX)			Percentage Change			Percentage Change (constant FX)
SES Video		967		1,020		1,011		(53	)		(44	)		-5.2	%		-4.4	%
Underlying ¹		*967*		1,010		1,002		(43	)		(35	)		-4.3	%		-3.5	%
Periodic ²		—		10		9		(10	)		(9	)		n/m			n/m
Data-Fixed		263		266		261		(3	)		2			-1.2	%		0.8	%
Underlying ¹		*256*		262		257		(6	)		(1	)		-2.4	%		-0.3	%
Periodic ²		7		4		4		3			3			79.8	%		79.8	%
Data Mobile		282		260		253		22			29			8.5	%		11.5	%
Underlying ¹		282		260		253		22			29			8.5	%		11.5	%
Government		517		397		385		120			132			30.2	%		34.2	%
Underlying ¹		517		397		385		120			132			30.2	%		34.2	%
SES Networks		1,062		923		899		139			163			15.1	%		18.1	%
Underlying ¹		*1,055*		919		895		136			160			14.8	%		17.9	%
Periodic ²		7		4		4		3			3			79.8	%		79.8	%

Sub-total		2,029		1,943		1,910		86			119			4.4	%		6.2	%

Underlying ¹		*2,022*		1,929		1,897		93			125			4.8	%		6.6	%
Periodic ²		7		14		13		(7	)		(6	)		-51.8	%		-48.9	%
Other ³		1		1		1		—			—			n/m			n/m

Group Total		2,030		1,944		1,911		86			119			4.4	%		6.2	%

1	“Underlying” revenue represents the core business of capacity sales, as well as associated services and equipment. This revenue may be impacted by changes in launch schedule and satellite health status.

“Periodic” revenue separates revenues that are not directly related to or would distort the underlying business trends. Periodic revenue includes: the outright sale of transponders or transponder equivalents; accelerated revenue from hosted payloads during the course of construction; termination fees; insurance proceeds; certain interim satellite missions and other such items when material

3	Other includes revenue not directly applicable to SES Video or SES Networks

n/m = not meaningful (a variance of more than 100% or less than -100%)

By business unit, excluding the impact of foreign currency translation, SES’s revenue increased or decreased due to the following:

Video

Revenue in our Video business unit decreased by €44 million, or 4.4%, to €967 million for FY 2023 as compared to €1,011 million for FY 2022. The decrease in video business unit revenue reflects lower revenue in mature European and North American markets, stability in international revenue, and continued expansion of the Sports & Events business.

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Networks

Revenue in our Networks business unit increased by €163 million, or 18.1%, to €1,062 million for FY 2023 as compared to €899 million for FY 2022, due to the following:

•

Data-Fixed – an increase of €2 million, or 0.8% in revenue driven by Energy services and equipment sales in Europe and Latin America, broadly in line with FY 2022. Data-Fixed revenue included periodic revenue of €7 million for FY 2023 as compared to €4 million for FY 2022;

•

Data-Mobile – an increase of €29 million, or 11.5% in revenue from mobility customers, primarily due to the expansion of services to cruise lines; and

•

Government – an increase of €132 million, or 34.2% in revenue from government customers in both U.S. government and Global government. Increase was primarily due to new services, capacity upgrades, service transfers from transponder services, an increase in equipment sales, as well due to the acquisition of the DRS Global Enterprise Solutions, Inc. in August 2022 (the “DRS GES Acquisition”). The DRS GES Acquisition has well positioned SES, as a provider of scalable solutions serving the multi-orbit satellite communications needs of the U.S. Government.

C-band repurposing income

C-band repurposing income increased by €2,560 million, to €2,744 million for FY 2023 as compared to €184 million for FY 2022. Excluding the effects of foreign currency translation, C-band repurposing income increased by €2,573 million (FY 2022 at constant FX: €171 million). This increase is attributable to Phase II ARP proceeds of €2,714 million received in 2023, partly offset by the 2022 proceeds for the Verizon accelerated clearing (€173 million).

Operating Expenses

Cost of sales

Cost of sales increased by €85 million, or 24.1%, to €436 million for FY 2023, as compared to €351 million for FY 2022. Excluding the effects of foreign currency translation, cost of sales increased by €87 million, or 24.8% (for FY 2022 at constant FX: €349 million), primarily due to the following:

•

an increase of €51 million in rental of third-party satellite capacity, mainly driven by the DRS GES Acquisition in August 2022 (€56 million);

•

an increase of €35 million in customer support such as hosting, monitoring, implementation and engineering work mainly driven by the DRS GES Acquisition in August 2022 (€36 million); and

•

an increase of €1 million in other cost of sales.

Staff costs

Staff costs increased by €79 million, or 23.7%, to €409 million for FY 2023, as compared to €330 million for FY 2022. Excluding the effects of foreign currency translation, staff costs increased by €84 million, or 25.8% (FY 2022 at constant FX: €325 million), primarily due to the following:

•

an increase of €40 million in payroll costs (excluding C-Band related personnel costs) primarily due to the DRS GES Acquisition in August 2022 (€20 million), as well as the 2023 indexation and inflation effects on salaries;

•

an increase of €17 million in restructuring costs related to the Phased Retirement Programme and the new organizational set up; and

•

an increase of €18 million in C-Band related personnel costs, mainly payroll.

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Other operating expenses

Other operating expenses increased by €47 million, or 22.7%, to €252 million for FY 2023, as compared to €205 million for FY 2022. Excluding the effects of foreign currency translation, other operating expenses increased by €49 million, or 24.3% (FY 2022 at constant FX: €203 million), primarily due to the following:

•

an increase of €20 million in regulatory costs, mainly driven by DRS GES Acquisition (€18 million), primarily related to USF, ITU and USAC fees;

•

an increase of €8 million in maintenance & software costs, primarily related to MS Azure software;

•

an increase of €5 million in consultancy costs primarily due to the support required for various IT applications that have been put in service as well as additional support for the U.S. Government business;

•

an increase of €5 million in travel and marketing & communication costs primarily due to lower pandemic restrictions in 2023;

•

an increase of €4 million in other personnel, primarily driven by lower capitalized labor.

•

an increase of €6 million in costs associated with the development and / or implementation of merger and acquisition activities;

•

an increase of €2 million in premise & telecom costs; and

•

an increase of €9 million in specific business taxes of a non-recurring nature; partially offset by a decrease of €5 million in regulatory charges arising.

Depreciation expense

Depreciation expense decreased by €39 million, or 6.1%, to €603 million for FY 2023, as compared to €642 million for FY 2022. Excluding the effects of foreign currency translation, depreciation expense decreased by €29 million, or 4.7% (FY 2022 at constant FX: €632 million). This is primarily due to the impact on FY 2023 depreciation charges of satellite impairments recorded on certain satellites in the previous year.

Property, plant and equipment impairment

Property, plant and equipment net impairment expense decreased by €168 million, or 86.5%, to €26 million for FY 2023, as compared to €194 million for FY 2022 and is fully related to impairments of space segment assets. The €26 million net impairment expense recorded for FY 2023 includes €56 million of additional satellite impairment expense, partly offset by €30 million reversals of previous impairments. There were no reversals recorded in FY 2022. The charges and reversals are the aggregation of impairment testing procedures on specific satellites, or combinations of co-located satellites, in SES’s geostationary fleet and reflect updated business assumptions for the satellites through to the end of their useful economic lives.

Assets in the course of construction impairment

Assets in the course of construction impairment of €425 million was recorded for FY 2023, with no impairment recorded for FY 2022. The impairment was recorded against the assets under construction related to certain mPOWER satellites, reflecting technical issues arising on those satellites during on-orbit testing and the impact of those on the commercialization assumptions of the overall program.

Amortization expense

Amortization expense increased by €26 million, or 41.7%, to €89 million for FY 2023, as compared to €63 million for FY 2022. Excluding the effects of foreign currency translation, amortization expense decreased by €26 million, or 42.3% (FY 2022 at constant FX: €63 million) driven by the DRS GES Acquisition in August 2022 (€11 million), as well as the accelerated amortization of certain intangible assets.

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Intangible assets impairment

Intangible assets impairment increased by €3,022 million to €3,225 million for FY 2023, as compared to €203 million for FY 2022, driven by the following:

•

an increase of €1,471 million of goodwill impairment, in connection with impairment charges to the following CGUs: GEO North America of €989 million (2022: €77 million), GEO International of €340 million (2022: nil), and MEO of €219 million (2022: nil). The impairment booked in 2023 was mainly triggered by the recognition of the income from the Phase II U.S. C-band Accelerated Relocation Payment (ARP), as well as other business developments described in Note 15 - Intangible assets. The impairment booked in 2022 was mainly driven by the higher discount rates; and

•

an increase of €1,551 million of impairment on orbital slot license rights was mainly related to MEO CGU in amount of €1,166 million (2022: nil), as well as GEO International in amount of €466 million (2022: €9 million) and GEO North America of €45 million (2022: €117 million).

Net financing costs

Net financing costs decreased by €46 million, or 52.6%, to €42 million for FY 2023, as compared to €88 million for FY 2022, primarily due to the following:

•

an increase in interest income of €45 million;

•

a decrease in interest expense (excluding capitalized interest) of €16 million, reflecting the combination of lower financing expenses and higher interest capitalized;

•

an increase of €31 million due to lower net foreign exchange (FX) gains; and

•

a decrease of €15 million in respect of fair value losses on financial assets recognized for FY 2022.

Income tax expense

Income tax expense increased by €89 million, to €176 million for FY 2023, as compared to €87 million for FY 2022. The increase is mainly due to the valuation allowance recognized on a deferred tax asset for investment tax credits and additional taxes to be paid on C-band proceeds.

Non-IFRS Financial Measures

SES regularly uses non-IFRS financial measures to evaluate our ongoing operations and for internal planning, budgeting and forecasting purposes and in the framework of company-wide bonus programs.

As a result, you should not consider these performance measures in isolation from, or as a substitute analysis for, the SES’s results of operations as determined in accordance with IFRS.

1.	Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA is defined as profit or loss for the period before tax, before the impact of depreciation and impairment expense, amortization and impairment expense and net financing costs, adjusted to exclude the impact of C-Band repurposing, other income, C-band repurchasing expenses, restructuring charges, costs

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associated with the development and / or implementation of merger and acquisition activities, specific business taxes of a non-recurring nature, as well as regulatory charges arising outside ongoing operations. SES believes that Adjusted EBITDA is useful to investors to assist in evaluating a Company’s operating performance.

Adjusted EBITDA decreased by €80 million, or 7.3%, to €1,025 million for FY 2023, as compared to €1,105 million for FY 2022. Excluding the effects of foreign currency translation, Adjusted EBITDA decreased by €56 million, or 5.2% (FY 2022 at constant FX: €1,081 million), primarily attributable to an increase in staff cost and other operating expenses as explained above.


€million	2023			2022
(Loss)/profit before tax		(728	)		52
Add: Depreciation and impairment expense		1,054			836
Add: Amortization and impairment expense		3,314			266
Add: Net financing costs		42			88
Deduct: C-band repurposing income		(2,744	)		(184	)
Deduct: Other income		(5	)		—
Add: C-band repurposing expenses		47			30
Add: Restructuring charges		27			9
Add: Costs associated with the development and / or implementation of merger and acquisition activities		9			3
Add: Specific business taxes of a non-recurring nature		9			—
Add: Regulatory charges arising outside ongoing operations		—			5

Adjusted EBITDA		1,025			1,105


€million	2023			2022
Revenue		2,030			1,944
Adjusted EBITDA		1,025			1,105

Adjusted EBITDA Margin (%)		50.5	%		56.9	%

2.	Adjusted Net Debt

Adjusted Net Debt is defined as current and non-current borrowings less cash and cash equivalents, all as disclosed on the consolidated statement of financial position, and also includes 50% of SES’s Perpetual Bonds (consistent with rating agencies’ methodology). SES believes that Adjusted Net Debt is useful to investors, since it gives an indication of the absolute level of non-equity funding of the business.

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The following table reconciles Adjusted Net Debt to the relevant line items on the statement of financial position from which it is derived:


€million	2023			2022
Borrowings – non-current		3,443			3,629
Borrowings – current		716			719

Borrowings – total		4,159			4,348
50% of SES’s €625 million (2022: €1.2 billion) of Perpetual Bonds		313			588

Less: Cash and cash equivalents		(2,907	)		(1,047	)

Adjusted Net Debt		1,565			3,889

3.	Adjusted Net Debt to Adjusted EBITDA ratio

Adjusted Net Debt (including 100% of €550 million and 50% of €625 million of hybrid bonds as debt) for FY 2023 was €1,565 million and represented an Adjusted Net Debt to Adjusted EBITDA ratio of 1.5 times, compared with 3.5 times FY 2022, mainly driven by the U.S. C-band relocation payments received in October 2023.


€million	2023		2022
Adjusted Net Debt		1,565		3,889
Adjusted EBITDA		1,025		1,105

Adjusted Net Debt to Adjusted EBITDA ratio		1.53 times		3.52 times

4.	Adjusted Net Profit and Adjusted Earnings per Share

Adjusted Net Profit is defined as profit or loss of the period attributable to shareholders of the parent adjusted to exclude the after-tax impact of C-band net income, other income, restructuring charges, costs associated with the development and/or implementation of merger and acquisition activities, regulatory charges arising outside ongoing operations, and impairment expenses and related valuation allowance adjustments on deferred tax assets on ITCs, as well as the tax impact of impairment expenses on shareholdings arising at the Company or subsidiary level.

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€million	2023			2022
Loss of the group attributable to shareholders of the parent		(905	)		(34	)
C-band net income		(2,697	)		(154	)
Other income		(5	)		—
Restructuring charges		27			9
Costs associated with the development and / or implementation of merger and acquisition activities		9			3
Specific business taxes of a non-recurring nature		9			—
Regulatory charges arising outside ongoing operations		—			5
Impairment expenses		3,676			397

Add: Total significant special items		1,019			260

Tax on C-band net income, at 18% (2022:18.3%)		484			28
Tax on other non-recurring items, at 25% (2022: 25%)**		(9	)		(3	)
Tax on impairment expenses, at -10.7% (2022: 8.3%)*		(394	)		33

Add: Tax on adjusted items set out above		81			58

Add: Tax expense in respect of impairment expenses on the carrying value of subsidiary investments and other assets eliminated at consolidation level		20			16

Adjusted Net Profit		215			300

*	Includes valuation allowance on deferred tax assets for ITCs, triggered by impairments

**	Includes tax on other income, restructuring charges, costs associated with the development and / or implementation of merger and acquisition activities, specific business taxes of a non-recurring nature and regulatory charges arising outside ongoing operations.

Adjusted Earnings per Share is the Adjusted Net Profit, including an assumed coupon net of tax, divided by the weighted average number of shares. SES believes that Adjusted Earnings per Share is useful to investors to assist in making investment decisions.

For 2023, Adjusted Earnings per Share of €0.41 per Class A share (2022: €0.60), and €0.16 per Class B share (2022: €0.24) have been calculated on the following basis:


€million	2023			2022
Adjusted Net Profit		215			300
Assumed coupon on perpetual bond (net of tax)		(36	)		(36	)

Total		179			264

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The weighted average number of shares, net of own shares held, for calculating Adjusted Earnings per Share—unchanged from the numbers of shares applied in the calculation of basic earnings per share:


	2023		2022
Class A shares (in million)		364.8		364.1
Class B shares (in million)		185.7		185.8

Total		550.5		549.9


Adjusted Earnings per share	2023		2022
Class A shares		0.41		0.60
Class B shares		0.16		0.24

5.	Adjusted Free Cash Flow

Adjusted Free Cash Flow is defined as net cash generated by operating activities adjusted for the net cash absorbed by investing activities, coupon paid on perpetual bond, interest paid on borrowings and lease payments, excluding the effect of cash flows generated by payments for acquisition of a subsidiary, net of cash acquired, C-band cash flows and payments in respect of other non-recurring items. SES believes that the Adjusted Free Cash Flow is useful to the investors, since it gives an indication of the underlying cash generative capacities of the business.

Adjusted Free Cash Flow for FY 2023 was a net inflow of €431 million, compared to the net outflow of €181 million for FY 2022 including lower year-on-year investing activities and interest paid (net of interest received). The main components were higher net cash generated by operating activities and lower net cash absorbed by investing activities.

The following table reconciles Adjusted Free Cash Flow to the relevant line items on the consolidated statement of cash flows from which it is derived:


€million	2023			2022
Net cash generated by operating activities		3,479			1,471
Net cash absorbed by investing activities		(370	)		(1,793	)

Coupon paid on perpetual bond		(49	)		(49	)
Interest paid on borrowings		(109	)		(103	)
Lease payments		(22	)		(17	)

Free cash flow before equity distributions and treasury activities		2,929			(491	)
Exclude:
Payments for acquisition of subsidiary, net of cash acquired		—			(435	)
C-band cash flows		2,516			138
Payments in respect of other non-recurring* items		(18	)		(13	)

Adjusted Free Cash Flow		431			(181	)

*	Includes payments in respect of costs associated with the development and / or implementation of merger and acquisition activities, as well as restructuring

6.	Constant FX

As discussed above, movements in foreign exchange rates have impact on SES’s results of operations. SES’s management reviews the variance of certain of its results, including revenue and Adjusted EBITDA, at

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constant rates of exchange. Thus, when analyzing the performance of SES against the prior period figures, these are presented both as reported and at ‘constant FX’, whereby they are recomputed using the prevailing exchange rates for each corresponding month of the current period. SES calculates these financial measures at constant rates of exchange based on a retranslation of prior year measures at current year prevailing exchange rates for each corresponding month of the current period. SES does not adjust for the normal transactional gains and losses in operations that are generated by exchange movements.

Although SES does not believe that these measures are a substitute for IFRS measures, SES does believe that such results excluding the impact of currency fluctuations year-on-year provide additional useful information to investors regarding the operating performance on a local currency basis.


€million	2022			Foreign exchange impact			Constant FX 2022
Revenue		1,944			(33	)		1,911
C-band repurposing income		184			(13	)		171
Other income		—			—			—
Cost of sales		(351	)		2			(349	)
Staff costs		(330	)		5			(325	)
Other operating expenses		(205	)		2			(203	)

Operating expenses		(886	)		9			(877	)

Depreciation expense		(642	)		10			(632	)
Property, plant and equipment impairment		(194	)		5			(189	)
Assets in the course of construction impairment		—			—			—
Amortization expense		(63	)		—			(63	)
Intangible assets impairment		(203	)		10			(193	)

Operating (loss)/profit		140			(12	)		128

Adjusted EBITDA		1,105			(24	)		1,081

LIQUIDITY AND CAPITAL RESOURCES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

Overview

SES’s contractual obligations, commitments and debt service requirements over the next several years are described below. As of December 31, 2023, total borrowings was €4,159 million (2022: €4,348 million). Interest paid on borrowings for FY 2023 was €109 million. As of December 31, 2023, cash and cash equivalents were €2,907 million.

SES’s cash flows from operations and cash on hand have been sufficient to fund interest obligations of €109 million and €49 million of coupon paid on perpetual bond and €103 million and €49 million of coupon for FY 2023 and 2022, respectively, and to fund investing activities amounting to €370 million and €1,793 million for FY 2023 and 2022, respectively.

In connection with SES’s participation in the FCC’s process for accelerated clearing of the C-band spectrum, pursuant to the FCC Final Order, SES incurred significant upfront expenses for clearing activities well in advance of receiving reimbursement payments. SES has incurred total C-band clearing costs of €1.3 billion for FY 2023. SES has received €130 million in reimbursements through FY 2023 and €680 million through 2022. Additionally, as of FY 2023, the entire Phase II ARP proceeds of $2,991 million were received.

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SES’s primary source of liquidity is and is expected to continue to be cash generated by operating activities, as well as existing cash. SES currently expects to use cash on hand and cash flows by operating activities to fund its most significant cash outlays, including debt service requirements and capital expenditures, in the next twelve months and beyond.

SES believes its cash generation together with its available liquidity will be sufficient to meet its obligations and fund its business and capital expenditures for the foreseeable future.

Overview of Cash flow for the year ended December 31 2023 and 2022


€million	2023			2022			Change Increase / (decrease)			Percentage Change
Net cash generated by operating activities		3,479			1,471			2,008			n/m
Net cash absorbed by investing activities		(370	)		(1,793	)		(1,423	)		-79.4	%
Net cash generated/(absorbed) by financing activities		(1,126	)		305			(1,431	)		n/m
Net foreign exchange movements		(123	)		15			(138	)		n/m
Net increase/(decrease) in cash and cash equivalents		1,860			(2	)		1,862			n/m

Cash and cash equivalents at beginning of the year		1,047			1,049			(2	)		-0.2	%
Cash and cash equivalents at end of the year		2,907			1,047			1,860			n/m

n/m = not meaningful (a variance of more than 100% or less than -100%)

Net cash generated by operating activities

Net cash generated by operating activities increased by €2.0 billion to €3.5 billion FY 2023, as compared to €1.5 billion for FY 2022. The increase was mainly driven by €2.7 billion C-band Phase 2 proceeds received between August 24, 2023 and October 13, 2023, partly offset by €424 million C-band related tax paid. Excluding U.S. C-band, and other non-recurring items, net cash generated by operating activities was €1,059 million in 2023 compared with €1,026 million in 2022, as lower Adjusted EBITDA was more than offset by a higher cash conversion ratio (ratio of adjusted net cash generated by operating activities to Adjusted EBITDA) of 103% (2022: 93%).

Net cash absorbed by investing activities

Net cash absorbed by investing activities decreased by €1.4 billion to €370 million for FY 2023, as compared to €1.8 billion for FY 2022, primarily due to C-band related capital expenditures of €1.0 billion in 2022 compared to net reimbursements of €78 million in 2023, as well as €435 million in purchase consideration for GES paid in March 2022. Excluding U.S. C-band and acquisitions, net cash absorbed by investing activities (excluding interest received) was €493 million (2022: €1,043 million) mainly related to the investment in O3b mPOWER which began commercial services in Q2 2024.

Net cash generated/(absorbed) by financing activities

Net cash absorbed by financing activities for FY 2023 amounted to €1.1 billion. Net cash generated by financing activities for FY 2022 amounted to €305 million. The main drivers of the 2023 outflows were €690 million settlement of the 144A Bond in April 2023, €16 million repayment of LuxGovSat Credit Facility, €220 million dividend payment, €109 million interest paid on borrowings and €49 million coupon paid on perpetual bond. The main drivers of the 2022 inflows were related to €750 million bond under the EMTN program issued in June 2022, partly offset by €219 million dividend payment, €103 million interest paid and €49 million coupon paid on perpetual bond.

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Financing Structure of SES

SES has a well-balanced financing structure with access to various sources of funding, including the Eurobond markets, the U.S. dollar bond markets, commercial paper markets and bank financing. As of December 31, 2023, SES had a debt profile with an average maturity of 6.7 years and an average cost of 3% per annum. SES’s liquidity position was €4,407 million as of December 31, 2023, taking into account cash and cash equivalents of €2,907 million as of December 31, 2023 combined with the SES’s fully undrawn syndicated multi-currency revolving credit facility of €1,200 million renewed in 2021 and valid until 2026 and fully undrawn financing facility from European Investment Bank of €300 million. Separately, SES has a €625 million Deeply Subordinated Fixed Rate Resettable Securities with 2.875% coupon (treated as 50% debt & 50% equity) with first call date in August 2026.

Borrowings

Indebtedness of SES (relating to the Acquisition of Intelsat)

SES has obtained financing for the Acquisition under the Bridge Facility and the TLA. The availability period of the Bridge Facility, during which funds may be drawn down under the Bridge Facility, is the period from April 30, 2024 to and including April 28, 2026. Any funds drawn down under the Bridge Facility must be used to finance all or part of the purchase price of the Acquisition and any related fees, costs and expenses, and to refinance the existing indebtedness of the Intelsat Group. Additionally, the Bridge Facility provides that, following the issuance of new additional debt by SES (including through the TLA and the issuance of Senior Notes and/or Subordinated Notes), SES is required to cancel the Bridge Facility in an amount equal to such issuances. In particular, SES is required to use the first €1,000,000,000 (or equivalent in other currencies) of Notes (whether Senior Notes or Subordinated Notes) to cancel the Bridge Facility in an equivalent amount. Pursuant to the terms of the Bridge Facility, the following €625,000,000 of debt raised (after the initial €1,000,000,000 (or equivalent in other currencies)) does not need to be applied in prepayment or cancellation of the Bridge Facility, but amounts raised thereafter must be so applied.

Hybrid Dual-tranche Bond Offering

On September 30, 2024, SES S.A. announced the successful launch and pricing of a hybrid dual-tranche bond offering in which it has agreed to sell Deeply Subordinated Fixed Rate Resettable Securities for a total amount of €1 billion. The settlement took place on September 12, 2024, and the notes are listed on the Luxembourg Stock Exchange. The transaction is composed of a €500 million 30-year Non-Call (NC) 5.25-year tranche with a first reset date on December 12, 2029 and a €500 million 30-year NC 8-year tranche with a first reset date on September 12, 2032. The NC 5.25-year notes will bear a coupon of 5.5% per annum and were priced at 99.473% of their nominal value while the NC 8-year notes will bear a coupon of 6% per annum and were priced at par.

SES’s borrowings as of December 31, 2023 and December 31, 2022 are presented below:


€million	Effective interest rate			Maturity		Amounts outstanding 2023, carried at amortized cost		Amounts outstanding 2022, carried at amortized cost
German bond (€250 million)		1.71	%		December 2025		250		250
Eurobond 2026 (€650 million)		1.625	%		March 2026		652		653
Euro Private Placement 2027 (€140 million under EMTN)		4.00	%		May 2027		140		140
Eurobond 2027 (€500 million)		0.875	%		November 2027		497		498
Eurobond 2028 (€400 million)		2.00	%		July 2028		397		396
Eurobond 2029 (€750 million)		3.50	%		January 2029		745		745

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€million	Effective interest rate			Maturity		Amounts outstanding 2023, carried at amortized cost		Amounts outstanding 2022, carried at amortized cost
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		50		65
German bond (€50 million)		4.00	%		November 2032		50		50
U.S. Bond ($750 million)		3.60	%		April 2023		—		703
U.S. Bond ($250 million)		5.30	%		April 2043		220		228
U.S. Bond ($500 million)		5.30	%		March 2044		442		454
Perpetual Bond (€550 million)		5.625	%		January 2024		550		—
German bond (€150 million), non-listed		EURIBOR 6M + 0.80	%		June 2024		150		150
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		16		16

Total							4,159		4,348

Capital Expenditure

GEO-MEO capital expenditure (growth and replacement capacity, excluding acquisitions, financial investments, and U.S. C-band Repurposing was €200 million in 2020, €242 million in 2021 and was €1,036 million in 2022, reflecting growth investment (final SES-17 milestones and O3b mPOWER), €483 million in 2023, and is expected to be between €500 to 550 million in 2024 and €350 million per year for the following years (excluding any future capital expenditure for IRIS2). The majority of projected future capital expenditure relates to satellite investment and is based on SES’s current launch and service schedule in respect of procured satellites.

mPOWER satellite insurance claim

SES has submitted a claim and is engaging with insurers regarding a claim totaling $472 million regarding the technical challenges observed in the operation of the O3b mPOWER satellites 1-4.

Guarantees

On December 31, 2023, SES had outstanding bank guarantees of €48 million (2022: €72 million) with respect to performance and warranty guarantees for services of satellite operations.

Share Buyback

On August 3, 2023, SES announced a share buyback program of €150 million under the authorization given by shareholders at the Annual General Meeting of shareholders held on April 6, 2023, pursuant to which SES can purchase up to 20 million A-shares and up to 10 million B-shares in equal proportion to maintain the ratio of two A-shares to one B-share, as required by its Articles of Association. The shares acquired are intended to be cancelled, reducing the total number of voting and economic shares in issue. As of December 31, 2023, 4 million A-shares had been purchased at an average price of €5.50 per A-share.

Contracted Backlog

SES had a fully protected contract backlog (non-cancellable) of €4.3 billion (or gross backlog of €5.2 billion including backlog with contractual break clauses) as of December 31, 2023 delivered by a strong customer base

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consisting predominantly of broadcasters in developed markets. This customer profile generates a predictable, high-margin revenue stream, resulting in a strong cash flow conversion factor. Networks as of December 31, 2023 had protected contract backlog of €2.0 billion, with €1.5 billion of renewals and new business signed in the last 2 years and Video a fully protected backlog of €2.3 billion as of December 31, 2023 with €1.0 billion of renewals and new business signed in the last 2 years.

Out of the total gross backlog, 32% is expected to be recognized as revenue in 2024, 22% in 2025 and 17% in 2026, with the remaining thereafter.

Protected backlog includes non-cancellable contracts and cancellable contracts with substantive termination fees.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

To mitigate SES’s interest rate risk in connection with near-term debt refinancing needs, SES may from time to time enter into interest rate hedges. As of December 31, 2023 and December 31, 2022, SES had no interest rate hedges outstanding.

The table below summarizes the split of the carrying amount of SES’s debt between fixed and floating rate.


€million	At fixed rates		At floating rates		Total
Borrowings as of December 31, 2023		4,009		150		4,159
Borrowings as of December 31, 2022		4,198		150		4,348

Foreign Currency Risk

SES’s main exposures to foreign currency at the end of the reporting period are in respect of balances denominated in U.S. dollars related to cash and cash equivalents (2023: €2,169 million; 2022: €673 million), intercompany balances (2023: €-1,859 million; 2022: €-94 million) and fixed assets suppliers (2023: €-342 million; 2022: €-430 million).

The aggregate net foreign exchange gains/ losses recognized in profit or loss were:


	2023		2022
Net foreign exchange gain included in main currencies		3		40
Net foreign exchange gain/ (loss) included in other currencies		2		(3	)
Net foreign exchange gain included in foreign exchange transactions		8		8

Total		13		45

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creating natural hedges (for example intercompany loans, quasi-equity qualification of such intercompany loans, intercompany dividend distributions), and external hedging, whereby speculative foreign exchange trading is disallowed under internal policies.

SES has a corresponding exposure in the consolidated income statement, excluding the impacts of C-band repurposing, of €1,239 million or 60.9% of the SES’s revenue and other income (2022: €1,111 million or 57.0%) and €567 million or 54.0% of its operating expenses (2022: €393 million or 45.8%) being denominated in U.S. dollars. SES does not enter into derivative instruments to hedge these currency exposures.

The following table demonstrates the sensitivity to a +/- 20% change in the U.S. dollar exchange rate on the nominal amount of SES’s U.S. dollar net investment, with all other variables held constant. All value changes are eligible to be recorded in other comprehensive income with no impact on profit and loss. Both 2022 and 2023 were marked by EUR/USD fluctuation. The macro-outlook and global uncertainties along with worries regarding high energy prices and inflation result in the maintenance of a wide sensitivity range.


December 31, 2023	Amount in USD million			Amount in EUR million at closing rate of 1.105		Amount in EUR million at rate of 1.33			Amount in EUR million at rate of 0.88
USD statement of financial position exposure:
SES Americas		281			255		212			320
SES Netherlands		1,899			1,718		1,428			2,158
MX1 Limited, Israel		30			27		22			34
Total		2,210			2,000		1,662			2,512
Hedged with:
US Bonds		750			679		564			852
Other external borrowings		—			—		—			—

Total		750			679		564			852

Hedged proportion		34	%
Absolute difference without hedging							(338	)		512
Absolute difference with hedging							(223	)		339

USD statement of financial position exposure:
SES Americas		1,652			1,549		1,291			1,943
SES Netherlands		4,575			4,290		3,575			5,383
SES Satellite Leasing Limited		—			—		—			—
MX1 Ltd, Israel		38			35		29			44
Total		6,265			5,874		4,895			7,370
Hedged with:
US Bonds		1,500			1,406		1,172			1,765
Other external borrowings		—			—		—			—
Total		1,500			1,406		1,172			1,765

Hedged proportion		24	%

Absolute difference without hedging							(979	)		1,496

Absolute difference with hedging							(745	)		1,137

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RESEARCH AND DEVELOPMENT

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by SES are recognized as intangible assets when the following criteria are met:

•

it is technically feasible to complete the software product so that it will be available for use;

•

management intends to complete the software product and use or sell it;

•

there is an ability to use or sell the software product;

•

it can be demonstrated how the software product will generate probable future economic benefits;

•

adequate technical, financial, and other resources to complete the development and to use or sell the software product are available; and

•

the expenditure attributable to the software product during its development can be reliably measured.

Directly attributable costs that are capitalized as part of the software product include the software development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Software development costs recognized as assets are amortized over their estimated useful life, not exceeding seven years.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

SES’s management’s discussion and analysis of its financial condition and results of operations is based on its consolidated financial information, which is prepared in accordance with IFRS Accounting Standards. In order to prepare SES’s consolidated financial information in accordance with IFRS, management uses estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements. The most significant estimates and assumptions include:

Revenue recognition

Revenue is measured based on the consideration to which the SES expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. SES recognizes revenue as and when control of a good or service is transferred to a customer.

For SES’s contracts to provide satellite capacity, communications infrastructure services, and related services, SES makes the services available to customers in a series of time periods that are distinct and have the same pattern of transfer to the customer. Revenue from customers under service agreements for these services is generally recognized on a straight-line basis over the duration of the respective contracts, including any free-of-charge periods. Using a straight-line measure of progress most faithfully depicts SES’s performance because SES makes available a consistent level of capacity over each distinct time period. For certain performance obligations, a cost-based input method is used to recognize revenue if it was determined that a basis reflecting the costs incurred to date relative to the total costs expected to be incurred better reflects the pattern of transfer of control of the services to the customer. Revenue will cease to be recognized if there is an indication of a significant deterioration in a customer’s ability to pay for the remaining goods or services.

Impairment testing for goodwill, other indefinite-life intangible assets, and space segment assets including assets under construction

SES determines whether goodwill and other indefinite-life intangible assets are impaired at least on an annual basis. The key assumptions used in respect of goodwill and other indefinite-life intangible assets impairment testing are the determination of cash-generating units (“CGU”) and the estimation of their value-in-use. Establishing the value-in-use requires SES to make an estimate of the expected future post-tax cash flows from the CGU and to choose a suitable post-tax discount rate and terminal growth rate to calculate the present value of those cash flows. These are described in Note 16 to SES’s consolidated financial statements.

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For SES’s satellites including those under construction, the estimation of the value-in-use requires estimations of the future commercial revenues to be generated by each satellite, particularly related to new markets or services and the impact of past in-orbit anomalies and their potential impact on the satellite’s ability to provide its expected commercial service. These are described in Notes 14 and 15 to SES’s consolidated financial statements.

Tax and legal matters

SES applies estimates and judgements in respect of certain taxation and legal matters.

SES operates in numerous tax jurisdictions and management is required to assess tax issues and exposures across its entire operations and to accrue for potential liabilities based on its interpretation of country-specific tax law and best estimates. Also, judgement needs to be applied in respect of transfer pricing structures and hence potential tax exposures which may be identified in the different jurisdictions where SES operates. SES reviews in detail the transfer pricing structures in place and records provisions where this seems appropriate on a case-by-case basis.

SES recognizes deferred tax assets primarily in connection with the carry-forward of unused tax losses and tax credits. SES reviews the tax position in the different jurisdictions in which it operates to assess the need to recognize such assets based mainly on projections of taxable profits to be generated in each of those jurisdictions. The carrying amount of each deferred tax asset is reviewed at each reporting date and reduced to the extent that current projections indicate that it is no longer probable that sufficient taxable profits will be available to enable all, or part, of the asset to be recovered.

The accounting policy for taxation is explained in Note 2 to SES’s consolidated financial statements. The income taxes are explained in Note 9 to SES’s consolidated financial statements beginning and the recognized deferred tax assets and liabilities are shown in Note 10 to SES consolidated financial statements. Other provisions for liabilities and charges are as set out in Note 28 to SES’s consolidated financial statements.

Business combinations

In respect of business combinations, significant estimates and assumptions relate to the estimation of the fair values of acquired net assets arising in a business combination and the allocation of the purchase consideration between the underlying net assets acquired, including intangible assets other than goodwill, based on their fair values. These estimates are prepared in conjunction with the advice of independent valuation experts, where appropriate. The relevant transactions are described in Notes 2, 3 and 16 to SES’s consolidated financial statements.

Consolidation of entities in which the Group holds 50% or less

Judgement is applied in the determination as to whether control (subsidiaries), joint control (joint arrangements), or significant influence (associates) exists in relation to the investments held by SES. SES consolidates a subsidiary where it has: power over the subsidiary; exposure, or rights, to variable returns from that subsidiary; and the ability to use its power over the subsidiary to affect the amount of the Group’s returns. This is assessed after considering SES’s ability to appoint directors to the entity’s board, its relative shareholding compared with other shareholders, any significant contracts or arrangements with the entity or its other shareholders and other relevant facts and circumstances. The application of this judgment in respect of SES’s investment in Yahlive, LuxGovSat and Luxembourg Space Sector Development SCSp is explained in Note 2 to SES consolidated financial statements.

Trade receivables and unbilled accrued revenue

SES estimates expected credit losses on trade receivables and unbilled accrued revenues using a provision matrix based on loss expectancy rates and forward-looking information. SES records additional losses if

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circumstances or forward-looking information cause SES to believe that an additional collectability risk exists which is not reflected in the loss expectancy rates. This is described in Note 21 and Note 22 to SES’s consolidated financial statements.

Such estimates and assumptions are based on historical experience and various other factors that SES believes to be reasonable in the circumstances and constitute SES’s best judgment as of the date of SES consolidated financial statements. In the future, actual experience may deviate from these estimates and assumptions, which could affect such financial statements as the original estimates and assumptions are modified, as appropriate, in the year in which the circumstances change.

The key estimates and assumptions are set out in the accounting policies and information relating to recently issued accounting guidance can be found at Note 2 to SES’s consolidated financial statements.

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INFORMATION ABOUT INTELSAT

Intelsat operates one of the largest integrated space and terrestrial networks in the world providing a critical layer in the global communications infrastructure. Across land, sea and air, Intelsat delivers the secure, always-available, high-performance connectivity relied on by governments, businesses and billions of people every day. With nearly 60 geostationary satellites, Intelsat provides communications services to the world’s leading media companies, telecommunications operators, the U.S. government and other military organizations. Intelsat also provides inflight internet to 25 commercial airline partners and nearly 3,000 aircraft. Intelsat is redefining the future with the world’s first hybrid, multi-orbit, software-defined 5G network designed for simple, seamless and secure coverage. Intelsat’s principal executive offices are located at 7900 Tysons One Place McLean, VA 22102-5972, USA, and its telephone number is (703)-559-6800.

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INTELSAT – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Intelsat’s audited consolidated financial statements and notes thereto for the fiscal years ended December 31, 2024 and December 31, 2023 included in the section titled “Index to Financial Statements of Intelsat S.A.” included elsewhere in this prospectus.

Company Overview

Intelsat operates a world-leading satellite communication services businesses, providing a critical layer in the global communications infrastructure.

Intelsat provides 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. Intelsat is also a leading provider of commercial satellite capacity to the U.S. government and other select military organizations and their contractors.

Intelsat’s customers use its global network for a broad range of communication applications, from global distribution of content for media companies, to providing the transmission layer for commercial aeronautical consumer broadband connectivity and to enabling essential network backbones for telecommunications providers in high-growth emerging regions.

Intelsat’s network solutions are a critical component of Intelsat’s customers’ infrastructures and business models. In recent years, mobility services providers have contracted for services on Intelsat’s fleet that support broadband connections for passengers on commercial flights and cruise ships. In addition, Intelsat’s satellite neighborhoods provide its media customers with efficient and reliable broadcast distribution that maximizes audience reach. In developing regions, Intelsat’s satellite solutions often provide higher reliability than is available from local terrestrial telecommunications services and allow its customers to reach geographies that they would otherwise be unable to serve.

Through Intelsat’s commercial aviation business (“Intelsat CA”), it is a global provider of in-flight connectivity solutions to the commercial aviation industry. In-flight services provided by Intelsat’s 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 in-flight entertainment (“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

C-band Spectrum Clearing

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”) provides for monetary enticements for fixed satellite services (“FSS”) providers to clear a portion of the C-band spectrum on an accelerated basis (the “Accelerated Relocation Payments” or “ARPs”). Under the FCC Final Order, Intelsat is entitled to receive reimbursement payments for certain C-band spectrum clearing expenses incurred, subject to the satisfaction of certain conditions set forth in the FCC Final Order.

During the years ended December 31, 2023 and 2024, Intelsat received $209.0 million and $602.9 million, respectively, of reimbursements for C-band clearing costs. As of December 31, 2024, Intelsat has received a total

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of $1.8 billion in reimbursements. Intelsat has received all C-band related payments and reimbursements, and has completed all applicable obligations under the FCC Final Order.

For the years ended December 31, 2023 and 2024, Intelsat recognized reimbursement income of $720.9 million and $304.3 million, respectively, which is included within “Other operating expense (income), net—C-band” on Intelsat’s consolidated statements of operations.

Intelsat 33e Anomaly

In October 2024, the Intelsat 33e satellite (in service since 2017) experienced an anomaly that resulted in a total loss of the satellite. In accordance with Intelsat’s existing satellite anomaly contingency plans, it restored service for most Intelsat 33e customers on other satellites in Intelsat’s network, as well as on third-party satellites. Intelsat recorded a non-cash impairment charge of $100.9 million in the fourth quarter of 2024, which is included within “Satellite impairment” in Intelsat’s consolidated statements of operations, of which $97.0 million related to the full carrying value of the satellite and $3.9 million related to prepaid coordination fees.

A failure review board has been formed with the satellite’s manufacturer, Boeing, to complete a comprehensive analysis of the most likely cause of the anomaly. The analysis is still ongoing as of the date of this prospectus.

Intelsat 30

In February 2025, the Intelsat 30 satellite experienced a mechanical malfunction. In March 2025, Intelsat completed the troubleshooting process, and the satellite is functioning nominally. The malfunction did not have any impact to the provision of services to Intelsat’s customer.

Share Premium Distribution

In September 2023, Intelsat’s board of directors authorized and approved, subject to shareholder approval, and in December 2023, the shareholders approved, the distribution of $130.0 million out of Intelsat’s share premium to the shareholders of Intelsat in proportion to their holdings of shares of Intelsat and the holders of restricted stock units pursuant to the terms of the relevant award agreements, on the relevant record date. On January 29, 2024, Intelsat paid $1.873 per outstanding share to its common shareholders of record at the close of business on January 5, 2024, totaling $127.5 million. Additional payments were made and will continue to be made to holders of restricted stock units pursuant to the terms of the relevant award agreements upon vesting of the underlying restricted stock units. Refer to Note 9—Shareholders’ Equity of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

In June 2024, Intelsat’s board of directors authorized and approved, subject to shareholder approval, and in September 2024, the Intelsat shareholders approved, the distribution of $500.0 million out of Intelsat’s share premium to the shareholders of Intelsat in proportion to their holdings of shares of Intelsat and the holders of restricted stock units pursuant to the terms of the relevant award agreements, on the relevant record date. On September 27, 2024, Intelsat paid $7.07 per outstanding share to its common shareholders of record at the close of business on September 17, 2024, totaling $481.6 million. Additional payments will be made to holders of restricted stock units pursuant to the terms of the relevant award agreements upon vesting of the underlying restricted stock units. Refer to Note 9—Shareholders’ Equity of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

$250.0 Million Satellite Capacity Commitment

On April 18, 2024, Intelsat entered into a $250.0 million commitment to purchase low-earth orbit satellite capacity over six years commencing on July 1, 2024, which was subsequently amended and restated to commence on January 1, 2025. Intelsat has the option, but not the obligation, to increase its commitment for an additional $250.0 million for a total of $500.0 million over a term of seven years.

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Share-Based Compensation Modification

On March 6, 2024, Intelsat modified the performance obligation for certain performance-based restricted stock units (“PSUs”) issued under the Intelsat S.A. 2022 Equity Incentive Plan for six grantees. The PSUs will vest upon the satisfaction of prescribed service and performance obligations. The modifications were accounted for in accordance with ASC 718, Compensation—Stock Compensation, whereby Intelsat will recognize compensation cost for the PSUs equal to the unrecognized grant date fair value as of the modification date of the original awards plus any incremental fair value arising from the modification over the remaining requisite service period. The fair value of the awards was determined using a Monte Carlo simulation. As a result of the modification, Intelsat will recognize $46.5 million of compensation costs over the three year period subsequent to the modification date. Refer to Note 12—Share-Based and Other Compensation Plans of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

Revenue

Revenue Overview

Intelsat earns revenue primarily by providing services over satellite transponder capacity to Intelsat’s customers. Intelsat’s customers generally obtain satellite capacity from it by placing an order pursuant to one of several master customer service agreements. The master customer agreements and related service orders under which Intelsat sells 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 full time in nature, with service terms of up to 15 years. Occasional use services used for video applications can be for much shorter periods, including increments of one hour. Intelsat’s 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, Intelsat’s global network. Intelsat refers to these services as on-network services. Intelsat’s customer agreements also cover services that Intelsat procures from third parties and resells, which Intelsat refers to as off-network services. These services can include transponder services and other satellite-based transmission services sourced from other operators, often in frequencies not available on Intelsat’s network, and other operational fees related to satellite operations provided on behalf of third-party satellites.

Intelsat’s 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 Intelsat’s customers using both satellite technologies and air-to-ground (“ATG”). Service revenue is earned by services paid for by passengers, airlines and third parties. Equipment revenue primarily consists of the sale of satellite connectivity equipment and ATG as well as the sale of entertainment equipment. Equipment revenue also includes revenue generated by Intelsat’s installation of connectivity and entertainment equipment on commercial aircraft.

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The following table describes Intelsat’s primary service types:


Service Type		Description
On-Network Revenues:

Transponder Services		• Customer contracts to receive service via, or to utilize capacity on, particular designated transponders according to specified technical and commercial terms. Transponder services also include revenues from hosted payload capacity. Transponder services are marketed to each of Intelsat’s primary customer sets as follows: • Network Services: fixed and wireless telecom operators, data network operators, enterprise operators of private data networks, and value-added network operators for fixed and mobile broadband network infrastructure. • Media: broadcasters (for distribution of programming and full-time contribution, or gathering, of content), programmers and direct-to-home (“DTH”) operators. • Government: civilian and defense organizations, for use in implementing private fixed and mobile networks, or for the provision of capacity or capabilities through hosted payloads.

Managed Services		• Hybrid services primarily using IntelsatOne, including the Intelsat Flex broadband platform, which combine satellite capacity, teleport facilities, satellite communications hardware such as broadband hubs or video multiplexers and fiber optic cable and other ground facilities to provide managed and monitored broadband, trunking, video and private network services to customers. Managed services are marketed to each of Intelsat’s customer sets as follows: • Network Services: enterprises, cellular operators and fixed and mobile value-added service providers which deliver end-services such as private data networks, wireless infrastructure and maritime and aeronautical broadband. • Media: programmers outsourcing elements of their transmission infrastructure and part time occasional use services used primarily by news and sports organizations to gather content from remote locations. • Government: users seeking secured, integrated, end-to-end solutions.

Off-Network and Other Revenues:

Transponder, Mobile Satellite Services and Other		• 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 Intelsat’s network. These services include L-band mobile satellite services (“MSS”), for which Intelsat General Communications LLC is a reseller. In addition, this revenue category includes the sale of customer premises equipment and other hardware, as well as certain fees related to services provided to other satellite operators. These products are primarily marketed as follows: • Government: direct government users, and government contractors working on programs where aggregation of capacity is required.

Satellite-related Services		• Services include a number of satellite-related consulting and technical services that relate to the lifecycle of satellite operations and related infrastructure, from satellite and launch vehicle procurement through tracking, telemetry and commanding (“TT&C”) services and related equipment sales. These services are typically marketed to other satellite operators.

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Service Type		Description

In-Flight Services Revenues:

Services		• Airline connectivity revenue: Connectivity is provided to Intelsat’s customers using both Intelsat’s ATG and satellite technologies. Under the airline-directed business model, the airline is Intelsat’s customer and Intelsat earns service revenue as connectivity services are consumed directly by the airline or indirectly by passengers. Under the turnkey business model, Intelsat earns revenue for connectivity services consumed directly by passengers. • Entertainment revenue: Entertainment revenue consists of entertainment services Intelsat provides to the airline for use by its passengers. • Connected Aircraft Services: Intelsat recognizes revenue for real-time credit card transaction processing, electronic flight bags, and real-time weather information as the service is provided.

Equipment		• Equipment revenues primarily consist of the sale of ATG and satellite connectivity equipment as well as the sale of entertainment equipment.

Intelsat markets its services on a global basis, with almost every populated region of the world contributing to its revenue. The diversity of Intelsat’s revenue allows it to benefit from changing market conditions and lowers its risk concentration in specific service applications and geographic regions.

Trends Impacting Intelsat’s Revenue

Intelsat’s revenue at any given time is dependent upon a number of factors, including, but not limited to, demand for Intelsat’s services from existing and emerging applications; the supply of capacity available on Intelsat’s fleet and those of Intelsat’s competitors in a given region, and the substitution of competing technologies such as fiber optic cable networks. Trends in revenue can be impacted by:

•

Growth in demand from wireless telecommunications companies seeking to complete or enhance broadband infrastructure, particularly those operating in developing regions or regions with geographic challenges;

•

Growth in demand for broadband connectivity for enterprises and government organizations, providing fixed and mobile services and value-added applications on a global basis;

•

Increased competition from non-geostationary orbit operators who have entered or are planning to enter markets targeted by Intelsat and who have introduced new disruptive technologies like direct-to-device;

•

Lower overall pricing for satellite-based services, resulting from non-geostationary orbit operators oversupplying the market with capacity designed to achieve a lower cost per unit;

•

Satellite capacity needed to provide broadband connectivity for mobile networks on ships, planes and oil and gas platforms;

•

Global demand for television content in standard definition, high definition and ultra-high definition television formats, which uses Intelsat’s satellite network and IntelsatOne terrestrial services for distribution, in some regions offset by next generation compression technologies;

•

Increased popularity of “over-the-top” or “OTT” content distribution, which may increase the demand for broadband infrastructure in the developing world, but could decrease demand in developed markets over the mid to long-term as niche and ethnic programming transitions from satellite to internet distribution;

•

Use of commercial satellite services by governments for military and other operations, which has partially slowed as a result of the tempo of military operations and recent changes in the U.S. budget;

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•

Intelsat’s use of third-party or off-network services to satisfy government demand for capacity not available on Intelsat’s network. These services are low risk in nature, with no required upfront investment and terms and conditions of the procured capacity which typically match the contractual commitments from Intelsat’s customers. Demand for certain of these off-network services has declined with reductions in troop deployment in regions of conflict;

•

The pace and extent of adoption of Intelsat’s broadband connectivity and wireless IFE services for use on domestic and international commercial aircraft by Intelsat’s current and new airline partners and customers;

•

The number of aircraft in service in Intelsat’s markets, including consolidation of the airline industry or changes in fleet size by one or more of Intelsat’s commercial airline partners; and

•

The economic environment and other trends that affect air travel, including disruptions to supply chains and installations.

•

Increased competition from non-geostationary orbit operators who are planning to enter multiple markets targeted by Intelsat.

Pricing

Pricing of Intelsat’s transponder services is based upon several factors, including, but not limited to, the region served by the capacity, the power and other characteristics of the satellite beam, the amount of demand for the capacity available on a particular satellite and the total supply of capacity serving any particular region. In 2024, overall pricing trends were down across all business units from prior year. Outside of media applications, the primary driver of the decline was increased supply in the market, particularly from non-geostationary orbit. Media rates in 2024 were lower than in the prior year, reflecting fewer renewals in the limited and highly coveted upper frequency C-band capacity, most of which came with long-term contracts. Government applications trended down just slightly with more activity in global government services for non-critical coverages versus areas of regional conflict. Mobility rates declined for both maritime and aeronautical broadband services as customers had more buying options. In networks, high-volume commitments from mobile network operators for cellular backhaul services continued to yield lower prices, further influenced by non-geostationary alternatives in the market. Euroconsult forecasts continued price disruption for data and broadband markets based on an abundance of supply and the falling cost basis that allows for aggressive pricing models.

The pricing of Intelsat’s services is generally fixed for the duration of the service commitment. New and renewing service commitments are priced to reflect regional demand and other factors as discussed above.

Operating Expenses

Direct Costs of Revenue (Excluding Depreciation and Amortization)

Direct costs of revenue relate to costs associated with the operation and control of Intelsat’s satellites, Intelsat’s communications network and engineering support, and the purchase of off-network capacity. Direct costs of revenue consist principally of third-party capacity and equipment, salaries and related employment costs, in-orbit insurance, earth station operating costs and facilities costs. Intelsat’s direct costs of revenue fluctuate based on the number and type of services offered and under development, particularly as sales of off-network transponder services and sales of customer premises equipment fluctuate. Intelsat expects its direct costs of revenue to increase as it adds customers and expand its managed services and use of off-network capacity. Direct costs of revenue related to Intelsat’s in-flight services include network-related expenses (ATG and satellite network expenses, including costs for transponder capacity and backhaul, as well as data centers, network operations centers and network technical support), aircraft operations, component assembly, portal maintenance, revenue share and transactional costs. Direct costs of revenue for Intelsat’s in-flight equipment revenue primarily consists of the purchase costs for component parts used in the manufacture of its equipment and the production, installation, technical support and quality assurance costs associated with equipment sales.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses relate to costs associated with Intelsat’s sales and marketing staff and its administrative staff, which include legal, finance, corporate information technology and human resources. Staff expenses consist primarily of salaries and related employment costs, including stock compensation, and travel costs. Selling, general and administrative expenses also include office occupancy costs, building maintenance and rent expenses, the provision for uncollectible accounts, research and development expenses and fees for professional services.

Depreciation and Amortization

Intelsat’s capital assets consist primarily of its satellites and associated ground network infrastructure, including Intelsat’s finance lease assets. Included in capitalized satellite costs are the costs for satellite construction, satellite launch services, insurance premiums for satellite launch and the in-orbit testing period, the net present value of deferred satellite performance incentives payable to satellite manufacturers, costs directly associated with the monitoring and support of satellite construction, and capitalized interest incurred during the satellite construction period.

Capital assets are depreciated or amortized on a straight-line basis over their estimated useful lives. The remaining depreciable lives of Intelsat’s satellites range from less than one year to 18 years as of December 31, 2024.

COMPARISON OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

The following table sets forth Intelsat’s 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):


							Comparison of 2023 to 2024
	Year Ended December 31, 2023			Year Ended December 31, 2024			Dollar Change			Percentage Change
Revenue	$	2,104,467		$	1,985,732		$	(118,735	)		(6%)
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)		833,756			827,093			(6,663	)		(1%)
Selling, general and administrative		467,322			459,283			(8,039	)		(2%)
Depreciation and amortization		536,408			589,677			53,269			10%
Satellite impairment		—			100,909			100,909			NM
Impairment of goodwill and other intangible assets		6,383			290,692			284,309			NM
Other operating income, net—C-band		(643,946	)		(286,999	)		356,947			(55%)

Total operating expenses, net		1,199,923			1,980,655			780,732			65%

Income from operations		904,544			5,077			(899,467	)		(99%)
Interest expense		(437,384	)		(267,244	)		170,140			(39%)
Interest income		239,762			67,115			(172,647	)		(72%)
Other income (expense), net		(1,020	)		5,414			6,434			NM
Gain on disposition of ARP rights		139,001			—			(139,001	)		NM

Income (loss) before income taxes		844,903			(189,638	)		(1,034,541	)		NM
Income tax benefit (expense)		(23,432	)		5,832			29,264			NM

Net income (loss)		821,471			(183,806	)		(1,005,277	)		NM
Net loss (income) attributable to noncontrolling interest		(923	)		1,904			2,827			NM

Net income (loss) attributable to Intelsat S.A.	$	820,548		$	(181,902	)	$	(1,002,450	)		NM

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Revenue

The following table sets forth Intelsat’s 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):


					Comparison of 2023 to 2024
	Year Ended December 31, 2023		Year Ended December 31, 2024		Dollar Change			Percentage Change
On-Network Revenues
Transponder services	$	1,146,732	$	1,037,646	$	(109,086	)		(10	%)
Managed services		336,585		322,798		(13,787	)		(4	%)

Total on-network revenues		1,483,317		1,360,444		(122,873	)		(8	%)

Off-Network and Other Revenues
Transponder, MSS and other off-network services		153,183		172,781		19,598			13	%
Satellite-related services		58,631		68,069		9,438			16	%

Total off-network and other revenues		211,814		240,850		29,036			14	%

In-Flight Services Revenues
Services		314,868		287,966		(26,902	)		(9	%)
Equipment		94,468		96,472		2,004			2	%

Total in-flight services revenues		409,336		384,438		(24,898	)		(6	%)

Total	$	2,104,467	$	1,985,732	$	(118,735	)		(6	%)

Total revenue decreased by $118.7 million, or 6%, to $2.0 billion for the year ended December 31, 2024, as compared to $2.1 billion for the year ended December 31, 2023. By service type, Intelsat’s revenue increased or decreased due to the following:

On-Network Revenues:

•

Transponder services—an aggregate decrease of $109.1 million, primarily due to a $44.7 million net decrease in revenue from mobility customers, a $40.6 million net decrease in revenue from network services customers, a $14.9 million net decrease in revenue from government customers and an $8.9 million net decrease in revenue from media customers. The decrease in revenue was primarily driven by non-renewals, price reductions, capacity downgrades, the termination of services and service transfers to managed services, partially offset by new services, service expansions and transfers from managed services and off-network services.

•

Managed services—an aggregate decrease of $13.8 million, primarily due to a $23.4 million net decrease in revenue from media customers, a $5.3 million net decrease in revenue from mobility customers and a $1.4 million net decrease in revenue from government customers, partially offset by a $16.8 million net increase in revenue from network services customers. The decrease in revenue from media, mobility and government customers was primarily driven by non-renewals, capacity downgrades, the termination of services, service transfers to transponder services and a decrease in equipment sales, partially offset by new services, service expansions and service transfers from transponder services. The increase in revenue from network services customers was mainly driven by service transfers from transponder services and revenue recognized as a result of new or amended sales-type leases (see Note 10—Leases of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus), partially offset by non-renewals and the termination of services.

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Off-network and Other Revenues:

•

Transponder, MSS and other off-network services—an aggregate increase of $19.6 million, primarily attributable to a $26.2 million net increase in revenue from government customers mainly due to new services, partially offset by a $4.9 million net decrease in revenue from mobility customers mainly due to service transfers to transponder services.

•

Satellite-related services—an aggregate increase of $9.4 million, primarily due to revenue recognized as a result of a new sales-type lease (see Note 10—Leases of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus) and new services, partially offset by professional services supporting third-party satellites, primarily related to teleport relocation services in 2023 with no similar activity in 2024.

In-flight Services Revenues:

•

Services—an aggregate decrease of $26.9 million, primarily attributable to continued aircraft de-installations from a previously disclosed customer termination, partially offset by net increased service revenue across the remaining customer base due to higher aircraft in-service and increased average annual revenue per aircraft.

•

Equipment—an aggregate increase of $2.0 million, primarily attributable to shipments of new Electronically Steered Array antennas.

Operating Expenses

Direct Costs of Revenue (Excluding Depreciation and Amortization)

Direct costs of revenue decreased by $6.7 million, or 1%, to $827.1 million for the year ended December 31, 2024, as compared to $833.8 million for the year ended December 31, 2023, primarily due to the following:

•

a decrease of $20.2 million in third-party satellite related and capacity services;

•

a decrease of $8.0 million in staff-related expenses;

•

a decrease of $6.7 million in office and operational expenses primarily related to computer hardware, occupancy and travel; and

•

a decrease of $1.9 million related to the revenue sharing agreements with JSAT International, Inc. (see Note 6—Investments of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus); partially offset by:

•

an increase of $9.4 million due to the commencement of a new sales-type lease (see Note 10—Leases of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus);

•

an increase of $6.6 million in equipment costs primarily due to increases in government equipment sales;

•

an increase of $6.2 million in research and development costs;

•

an increase of $4.0 million in earth station expenses.

Selling, General and Administrative

Selling, general and administrative expenses decreased by $8.0 million, or 2%, to $459.3 million for the year ended December 31, 2024, as compared to $467.3 million for the year ended December 31, 2023, primarily due to the following:

•

a decrease of $9.5 million in operating expenses primarily related to sales & marketing and travel expenses;

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•

a decrease of $8.5 million in bad debt expenses; and

•

a decrease of $8.4 million related to a decline in usage of third-party contractors; partially offset by

•

an increase of $9.3 million in staff-related expenses;

•

an increase of $3.4 million related to professional services expenses;

•

an increase of $3.2 million in licenses and fees expenses; and

•

an increase of $2.7 million in research and development costs.

Depreciation and Amortization

Depreciation and amortization expense increased by $53.3 million, or 10%, to $589.7 million for the year ended December 31, 2024, as compared to $536.4 million for the year ended December 31, 2023, primarily due to depreciation expense on finance leases that commenced during the third quarter of 2023 and new satellites and other property and equipment placed into service, partially offset by certain satellites and various building related and other assets becoming fully depreciated.

Satellite Impairment

Intelsat recognized an impairment charge of $100.9 million for the year ended December 31, 2022 related to the Intelsat 33e satellite, with no comparable amount for the year ended December 31, 2024. See Note 6—Satellites and Other Property and Equipment of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for further discussion.

Impairment of Goodwill and Other Intangible Assets

Intelsat recognized an impairment charge of $290.7 million for the year ended December 31, 2024 related to goodwill, as compared to an impairment charge of $6.4 million for the year ended December 31, 2023 related to certain supplemental type certificates and other assets. See Note 7—Goodwill and Other Intangible Assets of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for further discussion.

Other Operating Income, Net—C-band

Other operating income, net—C-band consists of reimbursable and non-reimbursable costs and offsetting income associated with Intelsat’s C-band spectrum relocation efforts. Other operating income, net—C-band decreased by $356.9 million, 55% to $287.0 million for the year ended December 31, 2024, as compared to $643.9 million for the year ended December 31, 2023, primarily due to a decrease in the recognition of reimbursement income of $416.6 million, partially offset by a decrease of $59.7 million in expenditures as a result of Intelsat completing the C-band spectrum clearing project in 2023. See Note 1—Background and Summary of Significant Accounting Policies of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for further discussion.

Interest Expense

Interest expense decreased by $170.2 million, or 39%, to $267.2 million for the year ended December 31, 2024, as compared to $437.4 million for the year ended December 31, 2023, primarily due to the following:

•

a decrease of $201.1 million in interest expense on notes payable primarily resulting from the full repayment of the 2029 Term Loans in October 2023; and

•

a decrease of $12.5 million in interest expense related to the significant financing component identified in customer contracts due to lower contract balances; partially offset by

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•

an increase of $28.2 million related to interest costs on financing leases primarily resulting from leases that commenced during the second half of 2023; and

•

an increase of $15.2 million related to lower capitalized interest resulting from a decreased number of satellites and related assets under construction.

The non-cash portion of total interest expense was $80.5 million and $68.1 million for the years ended December 31, 2023 and 2024, respectively, primarily consisting of interest expense related to the significant financing component identified in customer contracts.

Interest Income

Interest income decreased by $172.7 million, or 72%, to $67.1 million for the year ended December 31, 2024, as compared to $239.8 million for the year ended December 31, 2023, primarily due to the following:

•

a decrease of $208.8 million related to the 2023 accretion of interest income associated with Intelsat’s expected receipt of ARPs under the FCC Final Order, with no similar activity in 2024; partially offset by

•

an increase of $33.9 million primarily due to higher invested funds and higher interest rates.

Other Income (Expense), Net

Other expense, net increased by $6.4 million to other income, net of $5.4 million for the year ended December 31, 2024, as compared to other expense, net of $1.0 million for the year ended December 31, 2023, primarily due to the following:

•

an increase of $9.6 million due to expense recognized for the year ended December 31, 2023 related to the change in the fair value of contingent value rights, with no similar activity for the year ended December 31, 2024; and

•

an increase of $3.3 million due to higher income generated from Intelsat’s joint ventures (see Note 6—Investments of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus); partially offset by

•

a decrease of $5.7 million due to foreign currency losses in 2024 as compared to gains in 2023; and

•

a decrease of $1.7 million due to higher investment impairments in 2024 as compared to 2023 (see Note 6—Investments of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus).

Gain on Disposition of ARP Rights

Intelsat recognized a gain on disposition of ARP rights of $139.0 million for the year ended December 31, 2023 upon validation of the Phase II Certification of Accelerated Relocation under the FCC Final Order (“Phase II Validation”), with no comparable amount for the year ended December 31, 2024.

Income Tax Expense (Benefit)

Income tax expense decreased by $29.2 million to income tax benefit of $5.8 million for the year ended December 31, 2024, as compared to income tax expense of $23.4 million for the year ended December 31, 2023, primarily as a result of valuation allowance decreases offset by prior year adjustments, current year impairments, lower income from Intelsat’s U.S. subsidiaries and derecognition of uncertain tax benefits for which the statute of limitations has expired.

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Cash received for income taxes, net of payments, totaled $4.1 million for the year ended December 31, 2024, as compared to cash paid for income taxes, net of refunds, which totaled $64.3 million for the year ended December 31, 2023.

EBITDA

EBITDA consists of earnings before net interest, taxes and depreciation and amortization. EBITDA is a measure commonly used in the FSS sector, and Intelsat presents EBITDA to enhance the understanding of its operating performance. Intelsat uses EBITDA as one criterion for evaluating its performance relative to that of its peers. Intelsat believes 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 Intelsat’s 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 Intelsat’s 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 income (loss) to EBITDA for the year ended December 31, 2023, and year ended December 31, 2024 is as follows (in thousands):


	Year Ended December 31, 2023			Year Ended December 31, 2024
Net income (loss)	$	821,471		$	(183,806	)
Add (Subtract):
Interest expense		437,384			267,244
Interest income		(239,762	)		(67,115	)
Income tax expense (benefit)		23,432			(5,832	)
Depreciation and amortization		536,408			589,677

EBITDA	$	1,578,933		$	600,168

Liquidity and Capital Resources for the Years Ended December 31, 2024 and 2023

Overview

Intelsat’s contractual obligations, commitments and debt service requirements over the next several years are significant. As of December 31, 2024, the aggregate principal amount of Intelsat’s debt outstanding not held by affiliates was $3.0 billion. Interest expense for the year ended December 31, 2024 was $267.2 million, which included $68.1 million of non-cash interest expense. As of December 31, 2024, cash, cash equivalents and restricted cash were approximately $1.0 billion.

Intelsat’s cash flows from operations and cash on hand have been sufficient to fund interest obligations of $391.8 million and $200.2 million for the years ended December 31, 2023 and 2024, respectively, and significant capital expenditures of $584.3 million and $376.1 million for the years ended December 31, 2023 and 2024, respectively.

In connection with Intelsat’s participation in the FCC’s process for accelerated clearing of the C-band spectrum pursuant to the FCC Final Order, Intelsat incurred significant upfront expenses for clearing activities well in advance of receiving reimbursement payments. As of December 31, 2024, Intelsat has incurred total (reimbursable and non-reimbursable) C-band clearing costs of $1.9 billion, of which $1.8 billion of reimbursements has been received as of December 31, 2024. Intelsat has received all C-band related payments and reimbursements, and has completed all obligations under the FCC Final Order.

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Intelsat’s primary source of liquidity is and is expected to continue to be cash generated from operations, as well as existing cash. Intelsat currently expects to use cash on hand and cash flows from operations to fund its most significant cash outlays, including debt service requirements and capital expenditures, in the next twelve months and beyond.

In June 2024, Intelsat’s board of directors authorized and approved, subject to shareholder approval, and in September 2024, the shareholders approved, the distribution of $500.0 million out of Intelsat’s share premium to the shareholders of Intelsat in proportion to their holdings of shares of Intelsat and the holders of restricted stock units pursuant to the terms of the relevant award agreements, on the relevant record date. On September 27, 2024, Intelsat paid $7.07 per outstanding share to its common shareholders of record at the close of business on September 17, 2024, totaling $481.6 million. Additional payments will be made to holders of restricted stock units pursuant to the terms of the relevant award agreements upon vesting of the underlying restricted stock units. Refer to Note 9—Shareholders’ Equity of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

Additionally, in September 2023, Intelsat’s board of directors authorized and approved, subject to shareholder approval, and in December 2023, the shareholders approved a share repurchase program authorizing for a three year period the repurchase of up to 20.0 million of Intelsat’s common shares, up to $200.0 million aggregate amount for which shares may be repurchased (the “Share Repurchase Program”). During the year ended December 31, 2023, Intelsat repurchased 220,000 common shares for $6.5 million at an average price per share of $29.75. Intelsat did not repurchase any common shares under the Share Repurchase Program during the year ended December 31, 2024. As of December 31, 2024, approximately $193.5 million remained available under the Share Repurchase Program. The Share Repurchase Program does not obligate Intelsat to acquire a minimum amount of shares. Refer to Note 9—Shareholders’ Equity of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

Cash Flow Items

Intelsat’s cash flows consisted of the following for the periods shown (in thousands):


	Year Ended December 31, 2023			Year Ended December 31, 2024
Net cash provided by operating activities	$	3,846,741		$	825,577
Net cash used in investing activities		(594,928	)		(415,034	)
Net cash used in financing activities		(2,835,044	)		(669,149	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		953			(4,764	)

Net change in cash, cash equivalents and restricted cash	$	417,722		$	(263,370	)

Net Cash Provided by Operating Activities

Net cash provided by operating activities decreased by $3.0 billion to $0.8 billion for the year ended December 31, 2024, as compared to $3.8 billion for the year ended December 31, 2023. The decrease was due to

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a $2.9 billion decrease from changes in operating assets and liabilities, and a $167.7 million decrease in net income and non-cash items. The decrease from changes in operating assets and liabilities was primarily a result of receiving the Phase II ARP in 2023.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $179.9 million to $415.0 million for the year ended December 31, 2024, as compared to $594.9 million for the year ended December 31, 2023, primarily due to decreased capital expenditures of $208.1 million largely as a result of Intelsat completing the satellite launches under the C-band spectrum clearing project in 2023, partially offset by $25.8 million in contributions received from a joint venture partner during the year ended December 31, 2023 with significantly lower activity during the year ended December 31, 2024.

Net Cash Used in Financing Activities

Net cash used in financing activities decreased by $2.1 billion to $0.7 billion for the year ended December 31, 2024, as compared to $2.8 billion for the year ended December 31, 2023, primarily due to the payoff of the 2029 Term Loans (as defined in “Debt” below) of $2.8 billion during the year ended December 31, 2023, with no similar payments during the year ended December 31, 2024, partially offset by $611.3 million in share premium distributions to shareholders during the year ended December 31, 2024, with no similar payments during the year ended December 31, 2023.

Restricted Cash

As of December 31, 2024, $19.1 million of cash was held in escrow primarily as a compensating balance for certain outstanding letters of credit.

Debt

Intelsat Jackson 6.50% First Lien Secured Notes due 2030

On January 27, 2022, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”) completed an offering of $3.0 billion aggregate principal amount of 6.50% First Lien Secured Notes due 2030 (the “2030 Jackson Secured Notes”). The 2030 Jackson Secured Notes bear interest at 6.50% annually and mature in March 2030. These notes are guaranteed by Intelsat S.A., other parent entities of Intelsat Jackson, and certain subsidiaries of Intelsat Jackson. Interest is payable on the 2030 Jackson Secured Notes semi-annually on March 15 and September 15, which commenced on September 15, 2022. Intelsat Jackson may redeem some or all of the notes at the applicable redemption prices and criterion set forth in the indenture governing the 2030 Jackson Secured Notes. The 2030 Jackson Secured Notes are senior secured obligations of Intelsat Jackson.

2022 Intelsat Jackson Secured Credit Facilities due 2029

On February 1, 2022, Intelsat Jackson entered into a secured credit agreement (the “2022 Intelsat Jackson Secured Credit Agreement”), which included a $3.2 billion term loan facility and a $500.0 million revolving credit facility, and borrowed the full $3.2 billion under the term loan facility due February 2029 (the “2029 Term Loans”). On October 26, 2023, the 2029 Term Loans were paid in full. The maturity date of the revolving credit facility is February 1, 2027. The obligations under the 2022 Intelsat Jackson Secured Credit Agreement are guaranteed by Intelsat S.A., other parent entities of Intelsat Jackson, and certain subsidiaries of Intelsat Jackson. The 2029 Term Loans and the revolving loans under the revolving credit facility (the “Revolving Loans”) bear interest either (i) based on a 1-month, 3-month or 6-month (or if agreed to by each lender of a loan, 12-month) secured overnight financing rate (“SOFR”) plus a related spread or (ii) at the Base Rate (as defined in the 2022 Intelsat Jackson Secured Credit Agreement), in each case, plus an applicable margin. The applicable margin for the 2029 Term

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Loans is 4.25% for SOFR loans and 3.25% for Base Rate loans, and the applicable margin for Revolving Loans ranges from 2.25%–2.75% for SOFR loans and 1.25%–1.75% for Base Rate loans, in each case, depending on the leverage ratio of Intelsat Jackson. The 2029 Term Loans have a SOFR floor of 0.50% and a Base Rate floor of 1.50%, and the Revolving Loans have a SOFR floor of 0.00% and a Base Rate floor of 1.00%.

The 2022 Intelsat Jackson Secured Credit Agreement includes customary negative covenants for loan agreements of this type, including covenants limiting the ability of Intelsat Jackson and certain of its subsidiaries 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 subordinated indebtedness, in each case subject to customary exceptions for loan agreements of this type. Intelsat Jackson was in compliance with such covenants as of December 31, 2024.

The 2022 Intelsat Jackson Secured 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.

The foregoing description of the 2022 Intelsat Jackson Secured Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Intelsat Jackson Secured Credit Agreement.

Intelsat Jackson made principal payments on the 2029 Term Loans of $386.2 million for the ten months ended December 31, 2022, with no similar payments for the two months ended February 28, 2022. During the year ended December 31, 2023, the total remaining balance of $2.8 billion associated with the 2029 Term Loans was paid in full.

Contracted Backlog

Intelsat benefits from strong visibility of its future revenues. Intelsat’s contracted backlog is its expected future revenue under existing customer contracts and includes both cancelable and non-cancelable contracts. As of December 31, 2024, Intelsat’s contracted backlog was approximately $4.2 billion, which it expects to earn a weighted average remaining customer contract life of approximately 2.9 years. Intelsat expects to deliver services associated with approximately $1.4 billion, or approximately 34%, of its December 31, 2024 contracted backlog during the year ending December 31, 2025. The amount included in backlog represents the full service charge for the duration of the contract and does 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, Intelsat may not be able to recover the full value of certain contracts or termination fees. Intelsat’s contracted backlog includes 100% of the backlog of its consolidated ownership interests, which is consistent with the accounting for its ownership interests in these entities. Intelsat believes this backlog and the resulting predictable cash flows in the FSS sector make its results less volatile than that of typical companies outside Intelsat’s industry.

Intelsat’s contracted backlog as of December 31, 2024 was as follows (in millions):


Year Ending December 31,	Contracted Backlog
2025	$	1,419
2026		926
2027		613
2028		433
2029		347
Thereafter		464

Total		$4,202

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Intelsat’s contracted backlog by service type as of December 31, 2024 was as follows (in millions, except percentages):


Service Type	Total		Percent of Total
Transponder services	$	2,663		63	%
In-flight services		804		20	%
Managed services		384		9	%
Off-network and other		351		8	%

Total		$4,202

Satellite Performance Incentives

Intelsat’s cost of satellite construction includes an element of deferred consideration to satellite manufacturers referred to as satellite performance incentives. Intelsat is contractually obligated to make these payments over the lives of the satellites, provided the satellites continue to operate in accordance with contractual specifications. Intelsat capitalizes the present value of these payments as part of the cost of the satellites and record a corresponding liability to the satellite manufacturers. This asset is amortized over the useful lives of the satellites. Interest expense is recognized on the deferred financing and the liability is reduced as the payments are made. Intelsat’s total satellite performance incentive payment liability as of December 31, 2023 and 2024 was $107.1 million and $91.4 million, respectively.

Capital Expenditures

Intelsat’s capital expenditures depend on its business strategies and reflect its commercial responses to opportunities and trends in its industry. Intelsat’s actual capital expenditures may differ from its expected capital expenditures if, among other things, it enters 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, Intelsat incurs significant capital expenditures during the years in which satellites are under construction. Intelsat typically procures 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, Intelsat frequently experiences significant variances in its capital expenditures from year to year. Payments for satellites and other property and equipment during the year ended December 31, 2024 were $376.1 million.

Intelsat intends to fund its capital expenditure requirements through cash on hand and cash provided by operating activities.

The following table compares Intelsat’s satellite-related capital expenditures to total capital expenditures from 2023 through 2024 (in thousands).


Year	Satellite-Related Capital Expenditures		Total Capital Expenditures
2023		350,777		584,253
2024		210,869		376,122

Total	$	561,646	$	960,375

Off-Balance Sheet Arrangements

Other than disclosed elsewhere in this prospectus, Intelsat has no material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on Intelsat’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Contractual Obligations

The following information details Intelsat’s commitments for obligations as of December 31, 2024, that are not included in the Notes to Consolidated Financial Statements of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus:

Secured Debt. Interest payments of $195.0 million, $195.0 million, $195.0 million, $195.0 million, $195.0 million and $96.5 million are due in the years 2025, 2026, 2027, 2028, 2029 and thereafter, respectively, on the 2030 Jackson Secured Notes. See Note 8—Debt of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for further detail of Intelsat’s debt principal payments.

Income Tax Contingencies. This amount totals $58.6 million. The timing of future cash flows from income tax contingencies cannot be reasonably estimated. See Note 13—Income Taxes of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for further discussion of income tax contingencies.

For other commitments for obligations as of December 31, 2024, see the following sections of this prospectus:

•

Note 10—Leases for further detail of Intelsat’s lease activities;

•

Note 11—Retirement Plans and Other Retiree Benefits for further detail of Intelsat’s pension obligations; and

•

Note 14—Contractual Commitments for further detail of Intelsat’s purchase obligations, inclusive of obligations under satellite construction, launch and in-orbit delivery contracts, satellite capacity and teleport commitments, estimated payments to be made on performance incentive obligations related to certain satellites that are currently in orbit, and Horizons-3 Satellite LLC and Horizons-4 Satellite LLC capital contributions and capacity purchase obligations.

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COMPARISON OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022.

Results of Operations


	Predecessor			Successor			Non-GAAP Combined			Successor			Comparison of 2022 to 2023
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022			Year Ended December 31, 2022			Year Ended December 31, 2023			Dollar Change			Percentage Change
Revenue	$	345,668		$	1,738,541		$	2,084,209		$	2,104,467		$	20,258			1%
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)		128,952			675,654			804,606			833,756			29,150			4%
Selling, general and administrative		74,772			359,375			434,147			467,322			33,175			8%
Depreciation and amortization		104,897			461,425			566,322			536,408			(29,914	)		(5%	)
Satellite impairment		—			5,177			5,177			—			(5,177	)		NM
Impairment of goodwill, non-amortizable intangibles and other assets		—			321,322			321,322			6,383			(314,939	)		(98%	)
Other operating expense (income), net—C-band		37,359			(105,322	)		(67,963	)		(643,946	)		(575,983	)		NM

Total operating expenses, net		345,980			1,717,631			2,063,611			1,199,923			(863,688	)		(42%	)

Income (loss) from operations		(312	)		20,910			20,598			904,544			883,946			NM
Interest expense		(57,869	)		(322,259	)		(380,128	)		(437,384	)		(57,256	)		15%
Interest income		1,326			308,623			309,949			239,762			(70,187	)		(23%	)
Other income (expense), net		2,780			(125,818	)		(123,038	)		(1,020	)		122,018			(99%	)
Gain on disposition of ARP rights		—			—			—			139,001			139,001			NM
Reorganization items		4,679,517			(33,755	)		4,645,762			—			(4,645,762	)		NM

Income (loss) before income taxes		4,625,442			(152,299	)		4,473,143			844,903			(3,628,240	)		(81%	)
Income tax benefit (expense)		3,905			591			4,496			(23,432	)		(27,928	)		NM

Net income (loss)		4,629,347			(151,708	)		4,477,639			821,471			(3,656,168	)		(82%	)
Net income attributable to noncontrolling interest		(397	)		(1,908	)		(2,305	)		(923	)		1,382			(60%	)

Net income (loss) attributable to Intelsat S.A.	$	4,628,950		$	(153,616	)	$	4,475,334		$	820,548		$	(3,654,786	)		(82%	)

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Revenue


	Predecessor		Successor		Non-GAAP Combined		Successor		Comparison of 2022 to 2023
	Two Months Ended February 28, 2022		Ten Months Ended December 31, 2022		Year Ended December 31, 2022		Year Ended December 31, 2023		Dollar Change			Percentage Change
On-Network Revenues
Transponder services	$	198,915	$	1,009,608	$	1,208,523	$	1,146,732	$	(61,791	)		(5	%)
Managed services		53,765		263,639		317,404		336,585		19,181			6	%

Total on-network revenues		252,680		1,273,247		1,525,927		1,483,317		(42,610	)		(3	%)

Off-Network and Other Revenues
Transponder, MSS and other off-network services		37,305		128,773		166,078		153,183		(12,895	)		(8	%)
Satellite-related services		6,251		36,458		42,709		58,631		15,922			37	%

Total off-network and other revenues		43,556		165,231		208,787		211,814		3,027			1	%

In-Flight Services Revenues
Services		37,654		239,507		277,161		314,868		37,707			14	%
Equipment		11,778		60,556		72,334		94,468		22,134			31	%

Total in-flight services revenues		49,432		300,063		349,495		409,336		59,841			17	%

Total	$	345,668	$	1,738,541	$	2,084,209	$	2,104,467	$	20,258			1	%

Total revenue increased by $20.3 million, or 1%, to $2.1 billion for the year ended December 31, 2023 as compared to $2.1 billion for the year ended December 31, 2022. By service type, Intelsat’s revenue increased or decreased due to the following:

On-Network Revenues:

•

Transponder services—an aggregate decrease of $61.8 million, primarily due to a $25.6 million net decrease in revenue from media customers, an $18.3 million net decrease in revenue from government customers, a $13.1 million net decrease in revenue from mobility customers and a $4.8 million net decrease in revenue from network services customers. The decrease in revenue was primarily driven by non-renewals, price reductions, capacity downgrades, the termination of services and service transfers to managed services, partially offset by new services, capacity upgrades, an increase in equipment sales and service transfers from managed services.

•

Managed services—an aggregate increase of $19.2 million, primarily due to a $14.6 million net increase in revenue from mobility customers, a $14.0 million net increase in revenue from government customers and a $12.5 million net increase in revenue from network services customers, partially offset by a $22.3 million net decrease in revenue from media customers. The increase in revenue from mobility customers, government customers and network services customers was primarily driven by new services, capacity upgrades, service transfers from transponder services and an increase in equipment sales, partially offset by non-renewals capacity downgrades and service transfers to transponder services. The decrease in revenue from media customers was mainly driven by service transfers to transponder services, non-renewals, capacity downgrades and the termination of services.

195

Off-network and Other Revenues:

•

Transponder, MSS and other off-network services—an aggregate decrease of $12.9 million, primarily attributable to a $12.3 million net decrease in revenue from media customers, a $9.1 million net decrease in revenue from mobility customers, and a $6.1 million net decrease in revenue from network services customers, partially offset by a $14.6 million net increase in revenue from government customers. The decrease in revenue from media customers, mobility customers and network services customers was primarily driven by a decrease in equipment sales, non-renewals and service transfers to transponder services. The increase in revenue from government customers was primarily driven by capacity upgrades.

•

Satellite-related services—an aggregate increase of $15.9 million, reflecting increased revenue from professional services supporting third-party satellites, primarily related to teleport relocation services in 2023 with no similar activity in 2022.

In-flight Services Revenues:

•

Services—an aggregate increase of $37.7 million, primarily attributable to increased usage during the year ended December 31, 2023 as compared to the year ended December 31, 2022, along with new product offerings resulting in increased usage.

•

Equipment—an aggregate increase of $22.1 million, primarily attributable to an increase in the number of 2Ku satellite units and ATG units sold.

Operating Expenses

Direct Costs of Revenue (Excluding Depreciation and Amortization)

Direct costs of revenue increased by $29.2 million, or 4%, to $833.8 million for the year ended December 31, 2023, as compared to $804.6 million for the year ended December 31, 2022, primarily due to the following:

•

an increase of $23.2 million in equipment costs primarily due to an increase in airline shipments;

•

an increase of $20.2 million in office and operational expenses primarily due to computer-related and circuits costs as well as occupancy expenses; and

•

an increase of $13.4 million in costs related to the revenue sharing agreements with JSAT International, Inc (see Note 7—Investments for further discussion); partially offset by

•

a decrease of $24.6 million in staff-related expenses.

Selling, General and Administrative

•

Selling, general and administrative expenses increased by $33.2 million, or 8%, to $467.3 million for the year ended December 31, 2023, as compared to $434.1 million for the year ended December 31, 2022, primarily due to the following:

•

an increase of $35.0 million due to the reversal of a litigation accrual in 2022;

•

an increase of $29.1 million in staff-related expenses;

•

an increase of $4.5 million in computer-related costs;

•

an increase of $4.4 million in sales and marketing expenses; and

•

an increase of $3.4 million in research and development costs; partially offset by

•

a decrease of $16.7 million due to the write-off of excess inventory in 2022;

196

•

a decrease of $16.0 million in insurance expense largely as a result of the elimination of prepaid director and officer insurance policies related to the Predecessor in accordance with the Fourth Amended Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (the “Final Plan”) that occurred during 2022; and

•

a decrease of $14.3 million in bad debt expense primarily due to the establishment of the bad debt reserve in connection with Intelsat’s adoption of fresh start accounting (“Fresh Start Accounting”) upon emergence from bankruptcy that occurred during 2022.

Depreciation and Amortization

•

Depreciation and amortization expense decreased by $29.9 million, or 5%, to $536.4 million for the year ended December 31, 2023, as compared to $566.3 million for the year ended December 31, 2022, primarily due to the following:

•

a decrease of $41.3 million in depreciation expense due to the impacts of the adoption of Fresh Start Accounting, including lower fair values of satellites and other property and equipment; and

•

a decrease of $37.8 million in depreciation expense due to the timing of certain satellites, teleport assets and data center assets becoming fully depreciated; partially offset by

•

an increase of $35.2 million in depreciation expense resulting from the impact of satellites and other assets placed into service; and

•

an increase of $13.8 million in depreciation expense due to new finance leases that commenced during 2023.

Satellite Impairment

Intelsat recognized an impairment charge of $5.2 million for the year ended December 31, 2022 related to the Galaxy 15 satellite, with no comparable amount for the year ended December 31, 2023.

Impairment of Goodwill, Non-Amortizable Intangibles and Other Assets

Intelsat recognized an impairment charge of $321.3 million for the year ended December 31, 2022 relating to goodwill for the Intelsat CA reporting unit. Intelsat recognized an impairment charge of $6.4 million for the year ended December 31, 2023 related to certain supplemental type certificates and other assets.

Other Operating Expense (Income), Net—C-band

•

the 2023 recognition of reimbursement income of $720.9 million as a result of Phase II Validation, and

•

lower expenses of $24.9 million primarily due to a decrease in expenditures as a result of Intelsat completing the C-band spectrum clearing project in 2023; partially offset by

•

the 2022 recognition of income of $169.8 million related to the completion of clearing under a contract with a third-party to which spectrum assignments were transitioned.

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Interest Expense

Interest expense increased by $57.3 million, or 15%, to $437.4 million for the year ended December 31, 2023, as compared to $380.1 million for the year ended December 31, 2022, primarily due to the following:

•

an increase of $39.9 million related to lower capitalized interest resulting from a decreased number of satellites and related assets under construction;

•

an increase of $16.3 million in interest expense primarily resulting from the issuance of the 2030 Jackson Secured Notes (as defined below) and the 2029 Term Loans (as defined below) in the first quarter of 2022, as well as increases in the SOFR (as defined below), partially offset by the full repayment of the 2029 Term Loans in October 2023; and

•

an increase of $12.1 million related to interest costs on financing leases primarily resulting from new finance leases that commenced during 2023; partially offset by

•

a decrease of $10.9 million in interest expense related to the significant financing component identified in customer contracts due to lower contract balances.

•

The non-cash portion of total interest expense was $92.7 million and $80.5 million for the years ended December 31, 2022 and 2023, respectively, primarily consisting of interest expense related to the significant financing component identified in customer contracts.

Interest Income

Interest income decreased by $70.1 million to $239.8 million for the year ended December 31, 2023, as compared to $309.9 million for the year ended December 31, 2022, primarily due to the following:

•

a decrease of $59.8 million related to lower accretion of interest income associated with Intelsat’s expected receipt of the Phase II ARP. The ARP rights were derecognized upon Phase II Validation; and

•

a decrease of $30.4 million due to the release of allowances for credit losses in relation to Fresh Start Accounting for the year ended December 31, 2022, with no similar activity for the year ended December 31, 2023; partially offset by

•

an increase of $19.3 million primarily due to higher invested funds and higher interest rates.

Other Income (Expense), Net

Other expense, net decreased by $122.0 million to $1.0 million for the year ended December 31, 2023, as compared to $123.0 million for the year ended December 31, 2022, primarily due to the following:

•

a decrease of $142.9 million due to $152.5 million of expense recognized for the year ended December 31, 2022 related to the change in the fair value of contingent value rights, as compared to $9.6 million of expense for the year ended December 31, 2023; partially offset by

•

an increase of $20.8 million due to income for the year ended December 31, 2022 related to an insurance claim for the Galaxy 30 satellite anomaly, with no similar activity for the year ended December 31, 2023.

Gain on Disposition of ARP Rights

Intelsat recognized a gain on disposition of ARP rights of $139.0 million for the year ended December 31, 2023 upon Phase II Validation. There was no comparable amount for the year ended December 31, 2022.

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Reorganization Items

Reorganization items reflect expenses, gains and losses directly and incrementally resulting from Intelsat’s Chapter 11 restructuring activities. Intelsat recognized a net gain for reorganization items of $4.6 billion for the year ended December 31, 2022, primarily associated with the restructuring of Intelsat’s balance sheet, with no comparable amount for the year ended December 31, 2023.

Income Tax Expense (Benefit)

Income tax benefit of $4.5 million for the year ended December 31, 2022 decreased by $27.9 million to income tax expense of $23.4 million for the year ended December 31, 2023, primarily due to Chapter 11 restructuring activities that occurred in 2022 with no similar activities in 2023.

Cash paid for income taxes, net of refunds, totaled $1.9 million, $12.1 million and $64.3 million for the two months ended February 28, 2022, ten months ended December 31, 2022, and year ended December 31, 2023.

EBITDA

EBITDA consists of earnings before net interest, loss (gain) on early extinguishment of debt, taxes and depreciation and amortization. Given Intelsat’s high level of leverage, refinancing activities are a frequent part of Intelsat’s efforts to manage Intelsat’s costs of borrowing. Accordingly, Intelsat considers loss (gain) on early extinguishment of debt an element of interest expense. EBITDA is a measure commonly used in the FSS sector, and Intelsat presents EBITDA to enhance the understanding of Intelsat’s operating performance. Intelsat uses EBITDA as one criterion for evaluating its performance relative to that of its peers. Intelsat believes 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 Intelsat’s 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 Intelsat’s 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 income (loss) to EBITDA for the two months ended February 28, 2022, ten months ended December 31, 2022 and year ended December 31, 2023 is as follows (in thousands):


	Predecessor			Successor			Non-GAAP Combined			Successor
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022			Year Ended December 31, 2022			Year Ended December 31, 2023
Net income (loss)	$	4,629,347		$	(151,708	)	$	4,477,639		$	821,471
Add (Subtract):
Interest expense		57,869			322,259			380,128			437,384
Interest income		(1,326	)		(308,623	)		(309,949	)		(239,762	)
Income tax expense (benefit)		(3,905	)		(591	)		(4,496	)		23,432
Depreciation and amortization		104,897			461,425			566,322			536,408

EBITDA	$	4,786,882		$	322,762		$	5,109,644		$	1,578,933

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Liquidity and Capital Resources for the Years Ended December 31, 2023 and 2022

Overview

Intelsat’s contractual obligations, commitments and debt service requirements over the next several years are significant. As of December 31, 2023, the aggregate principal amount of Intelsat’s debt outstanding not held by affiliates was $3.0 billion. Interest expense for the year ended December 31, 2023 was $437.4 million, which included $80.5 million of non-cash interest expense. At December 31, 2023, cash, cash equivalents and restricted cash were approximately $1.3 billion.

Intelsat’s cash flows from operations and cash on hand have been sufficient to fund interest obligations of $213.5 million and $391.8 million for the years ended December 31, 2022 and 2023, respectively, and significant capital expenditures of $618.0 million and $584.3 million for the years ended December 31, 2022 and 2023, respectively.

In connection with Intelsat’s participation in the FCC’s process for accelerated clearing of the C-band spectrum pursuant to the FCC Final Order, Intelsat incurred significant upfront expenses for clearing activities well in advance of receiving reimbursement payments. Intelsat has incurred total C-band clearing costs of $1.9 billion as of December 31, 2023. Intelsat has received $1.2 billion in reimbursements through the year ended December 31, 2023 and expect total receipts of approximately $1.7 billion through 2024. Additionally, as of October 19, 2023, the entire Phase II ARP proceeds of $3.7 billion were received. Subsequently, a portion of these proceeds was used to repay the 2029 Term Loans (as defined in Liquidity and Capital Resources—Debt) in full.

In September 2023, Intelsat’s board of directors authorized and approved, subject to shareholder approval, and in December 2023, the shareholders approved, the distribution of $130.0 million out of Intelsat’s share premium to the shareholders of Intelsat in proportion of their holding of shares of Intelsat and the holders of restricted stock units pursuant to the terms of the relevant award agreements. On January 29, 2024, Intelsat paid $1.873 per outstanding share to its common shareholders of record at the close of business on January 5, 2024. Payments will be made to holders of restricted stock units pursuant to the terms of the relevant award agreements upon vesting of the underlying restricted stock units. Refer to Note 9—Shareholders’ Equity of the Intelsat audited financial statements for the period ended December 31, 2023 included elsewhere in this prospectus.

Additionally, in September 2023, Intelsat’s board of directors authorized and approved, subject to shareholder approval, and in December 2023, the shareholders approved a share repurchase program authorizing for a three year period the repurchase of up to 20.0 million of Intelsat’s common shares, up to $200.0 million aggregate amount for which shares may be repurchased. During the year ended December 31, 2023, Intelsat repurchased 220,000 common shares for $6.5 million. As of December 31, 2023, approximately $193.5 million remained available under the share repurchase program. The program does not obligate Intelsat to acquire a minimum amount of shares. Refer to Note 9—Shareholders’ Equity of the Intelsat audited financial statements for the period ended December 31, 2023 included elsewhere in this prospectus.

200

Cash Flow Items

Intelsat’s cash flows consisted of the following for the periods shown (in thousands):


	Predecessor			Successor			Non-GAAP Combined			Successor
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022			Year Ended December 31, 2022			Year Ended December 31, 2023
Net cash provided by operating activities	$	557,501		$	1,354,126		$	1,911,627		$	3,846,741
Net cash used in investing activities		(107,913	)		(502,940	)		(610,853	)		(594,928	)
Net cash provided by (used in) financing activities		(957,510	)		(407,780	)		(1,365,290	)		(2,835,044	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(70	)		(2,942	)		(3,012	)		953

Net change in cash, cash equivalents and restricted cash	$	(507,992	)	$	440,464		$	(67,528	)	$	417,722

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased by $1.9 billion to $3.8 billion for the year ended December 31, 2023, as compared to $1.9 billion for the year ended December 31, 2022. The increase was due to a $1.0 billion increase from changes in operating assets and liabilities, and an $884.4 million increase in net income and non-cash items. The increase from changes in operating assets and liabilities was primarily due to higher inflows related to accounts receivable, primarily as a result of receiving the Phase II ARP, which was higher than the portion of Phase I ARP collected in 2022, higher outflows related to contract liabilities primarily as a result of reimbursement income recognized in the third and fourth quarters of 2023, and higher outflows related to other long-term liabilities.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $16.0 million to $594.9 million for the year ended December 31, 2023, as compared to $610.9 million for the year ended December 31, 2022, primarily due to decreased capital expenditures as a result of reduced spending on C-band satellites as compared to the year ended December 31, 2022, as well as $25.8 million in contributions received from a joint venture partner with no similar activity in 2022, partially offset by higher purchases of investments.

Net Cash Used in Financing Activities

Net cash used in financing activities increased by $1.4 billion to $2.8 billion for the year ended December 31, 2023, as compared to $1.4 billion for the year ended December 31, 2022, primarily due to the payoff of the 2029 Term Loans (as defined in “Debt” below) of $2.8 billion during the year ended December 31, 2023, as compared to $1.3 billion in net payments for the year ended December 31, 2022, primarily resulting from Intelsat’s chapter 11 financing and issuance of new debt.

Restricted Cash

As of December 31, 2023, $20.6 million of cash was held in escrow primarily as a compensating balance for certain outstanding letters of credit.

Debt

Intelsat Jackson 6.50% First Lien Secured Notes due 2030

On January 27, 2022, Intelsat Jackson Holdings S.A (“Intelsat Jackson”) completed an offering of $3.0 billion aggregate principal amount of 6.50% First Lien Secured Notes due 2030 (the “2030 Jackson Secured

201

Notes”). The 2030 Jackson Secured Notes bear interest at 6.50% annually and mature in March 2030. These notes are guaranteed by Intelsat S.A., other parent entities of Intelsat Jackson, and certain subsidiaries of Intelsat Jackson. Interest is payable on the 2030 Jackson Secured Notes semi-annually on March 15 and September 15, commencing on September 15, 2022. Intelsat Jackson may redeem some or all of the notes at the applicable redemption prices and criterion set forth in the indenture governing the 2030 Jackson Secured Notes. The 2030 Jackson Secured Notes are senior secured obligations of Intelsat Jackson.

2022 Intelsat Jackson Secured Credit Facilities due 2029

Interest is payable on the SOFR loans at the end of the applicable interest period and on a quarterly basis for the Base Rate loans, and mandatory principal amortization of 0.25% with respect to the 2029 Term Loans is due at the end of each quarter. Additionally, 50% of all C-band proceeds received are required to be used to pay down the outstanding principal balance of the 2029 Term Loans within ten business days of the end of each quarter. The 2029 Term Loans and the Revolving Loans are senior secured obligations of Intelsat Jackson.

The 2022 Intelsat Jackson Secured Credit Agreement includes customary negative covenants for loan agreements of this type, including covenants limiting the ability of Intelsat Jackson and certain of its subsidiaries 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 subordinated indebtedness, in each case subject to customary exceptions for loan agreements of this type. Intelsat Jackson and such subsidiaries were in compliance with such covenants as of December 31, 2023.

202

Contracted Backlog

Intelsat benefits from strong visibility of its future revenues. Intelsat’s contracted backlog is its expected future revenue under existing customer contracts and includes both cancelable and non-cancelable contracts. As of December 31, 2023, Intelsat’s contracted backlog was approximately $4.4 billion, which it expects to earn a weighted average remaining customer contract life of approximately 3.1 years. Intelsat expects to deliver services associated with approximately $1.4 billion, or approximately 31%, of Intelsat’s December 31, 2023 contracted backlog during the year ending December 31, 2024. The amount included in backlog represents the full service charge for the duration of the contract and does 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, Intelsat may not be able to recover the full value of certain contracts or termination fees. Intelsat’s contracted backlog includes 100% of the backlog of its consolidated ownership interests, which is consistent with the accounting for its ownership interests in these entities. Intelsat believes this backlog and the resulting predictable cash flows in the FSS sector make its results less volatile than that of typical companies outside Intelsat’s industry.

Intelsat’s contracted backlog as of December 31, 2023 was as follows (in thousands):


Year Ending December 31,	Contracted Backlog
2024	$	1,385,219
2025		896,628
2026		711,992
2027		486,838
2028		341,666
Thereafter		623,476

Total		$4,445,819

Intelsat’s contracted backlog by service type as of December 31, 2023 was as follows (in thousands, except percentages):


Service Type	Total		Percent of Total
Transponder services	$	3,193,029		72	%
Managed services		530,699		12	%
In-flight services		318,697		7	%
Off-network and other		403,394		9	%

Total	$	4,445,819

Satellite Performance Incentives

Intelsat’s cost of satellite construction includes an element of deferred consideration to satellite manufacturers referred to as satellite performance incentives. Intelsat is contractually obligated to make these payments over the lives of the satellites, provided the satellites continue to operate in accordance with contractual specifications. Intelsat capitalizes the present value of these payments as part of the cost of the satellites and record a corresponding liability to the satellite manufacturers. This asset is amortized over the useful lives of the satellites. Interest expense is recognized on the deferred financing and the liability is reduced as the payments are made. Intelsat’s total satellite performance incentive payment liability as of December 31, 2022 and 2023 was $98.1 million and $107.1 million, respectively.

203

Capital Expenditures

On July 12, 2023, Intelsat License filed its Phase II Certification of Accelerated Relocation, indicating completion of required clearing activities to satisfy the December 5, 2023 accelerated clearing deadline. No challenges to the certification were made and, under the rules established pursuant to the FCC Final Order, on August 11, 2023, the certification was deemed valid and Intelsat submitted its invoice for the Phase II ARP of approximately $3.7 billion. As of October 19, 2023, the entire Phase II ARP proceeds of $3.7 billion were received (see Liquidity and Capital Resources—Overview). Subsequently, a portion of these proceeds was used to repay the 2029 Term Loans in full.

Intelsat intends to fund its capital expenditure requirements through cash on hand and cash provided by operating activities.

The following table compares Intelsat’s satellite-related capital expenditures to total capital expenditures from 2022 through 2023 (in thousands).


Year	Satellite-Related Capital Expenditures		Total Capital Expenditures
2022		448,459		617,985
2023		350,777		584,253

Total	$	799,236	$	1,202,238

Off-Balance Sheet Arrangements

Contractual Obligations

Secured Debt. Interest payments of $195.0 million, $195.0 million, $195.0 million, $195.0 million, $195.0 million and $291.5 million are due in the years 2024, 2025, 2026, 2027, 2028 and thereafter, respectively, on the 2030 Jackson Secured Notes. See Note 8—Debt of the Intelsat audited financial statements for the period ended December 31, 2023 included elsewhere in this prospectus for further detail of Intelsat’s debt principal payments.

Income Tax Contingencies. This amount totals $62.2 million. The timing of future cash flows from income tax contingencies cannot be reasonably estimated.

204

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Intelsat considers an accounting estimate to be critical if: (1) it requires assumptions to be made that were uncertain at the time the estimate was made; and (2) changes in the estimate, or selection of different estimates, could have a material effect on Intelsat’s consolidated results of operations or financial condition.

Intelsat believes that some of the more important estimates and related assumptions that affect Intelsat’s financial condition and results of operations are in the areas of fresh start and bankruptcy accounting, revenue recognition, the allowance for credit losses, asset impairments, income taxes and pension and other postretirement benefits.

While Intelsat believes that its estimates, assessments, assumptions, and judgments are reasonable, they are based on information presently available. Actual results may differ significantly. Additionally, changes in Intelsat’s estimates, assessments, assumptions, or judgments as a result of unforeseen events or otherwise could have a material impact on Intelsat’s financial position or results of operations.

Intelsat’s significant accounting policies are described in Note 1—Background and Summary of Significant Accounting Policies of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

Fresh Start and Bankruptcy Accounting

Upon emergence from bankruptcy, Intelsat adopted Fresh Start Accounting in accordance with Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”). A newly created entity, Intelsat S.A. became Intelsat’s ultimate parent company for financial reporting purposes. Intelsat evaluated the events between Intelsat’s emergence from bankruptcy on February 23, 2022 (the “Effective Date”) and February 28, 2022, and concluded that the use of an accounting convenience date of February 28, 2022 (“Fresh Start Reporting Date”) would not have a material impact on Intelsat’s consolidated statements of operations or consolidated balance sheet. As a result, the consolidated financial statements after the Fresh Start Reporting Date are not comparable with the consolidated financial statements on or before that date. See Note 3—Fresh Start Accounting of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

During the Predecessor period, Intelsat’s consolidated financial statements included herein were prepared as if Intelsat was a going concern and to reflect the application of ASC 852. ASC 852 requires the financial statements, for periods subsequent to the commencement of Intelsat’s Chapter 11 proceedings, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, Intelsat classified liabilities and obligations whose treatment and satisfaction were dependent on the outcome of the reorganization under the Chapter 11 proceedings as liabilities subject to compromise on Intelsat’s consolidated balance sheets. In addition, Intelsat classified all income, expenses, gains or losses that were incurred or realized as a result of the Chapter 11 proceedings as reorganization items in Intelsat’s consolidated statements of operations. See Note 2—Emergence from Chapter 11 Proceedings and Other Related Matters of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

Upon application of Fresh Start Accounting, Intelsat allocated the reorganization value to Intelsat’s individual assets and liabilities, except for deferred income taxes, based on their estimated fair values as of the Fresh Start Reporting Date with the remaining excess value allocated to goodwill in conformity with ASC 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC 740, Income Taxes (“ASC 740”). The Fresh Start Reporting Date fair values of Intelsat’s assets and liabilities differed materially from their recorded values as reflected on Intelsat’s historical balance sheets. See Note 3—Fresh Start Accounting of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus.

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Revenue Recognition, Accounts Receivable and Allowance for Credit Losses

Revenue Recognition. Intelsat earns revenue primarily from satellite utilization services and, to a lesser extent, from providing managed services to its customers. Intelsat’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, Intelsat’s satellite services, composed 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, Intelsat’s obligation is to make those services available to the customer. Throughout each period of services being provided, the customer simultaneously receives and consumes the benefits, resulting in revenue recognition over time. Intelsat’s contract assets include unbilled amounts typically resulting from sales under its 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 consist of advance payments and collections in excess of revenue recognized and deferred revenue.

While the majority of Intelsat’s revenue transactions contain standard business terms and conditions, there are certain transactions that contain non-standard business terms and conditions. As a result, significant contract interpretation is sometimes required to determine the appropriate accounting for these transactions, including but not limited to:

•

whether contracts with a prepayment contain a significant financing component;

•

whether an arrangement should be reported gross as a principal versus net as an agent; and

•

whether an arrangement contains a service contract or a lease.

In addition, Intelsat’s revenue recognition policy requires an assessment as to whether collection is reasonably assured, which requires it to evaluate the creditworthiness of its customers. Changes in judgments in making these assumptions and estimates could materially impact the timing and/or amount of revenue recognition.

Allowance for Credit Losses. Intelsat’s allowance for credit losses is determined through a subjective evaluation of the aging of its accounts receivable, and considers such factors as the likelihood of collection based upon an evaluation of the customer’s creditworthiness, the customer’s payment history and other conditions or circumstances that may affect the likelihood of payment, such as political and economic conditions in the country in which the customer is located. If Intelsat’s estimate of the likelihood of collection is not accurate, Intelsat may experience lower revenue or a change in its provision for credit losses.

Asset Impairment Assessments

Intelsat’s accounting policies on goodwill, other non-amortizable intangible assets and long-lived assets, including events that lead to possible impairment, are described in detail in Note 1—Background and Summary of Significant Accounting Policies of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus. Intelsat makes considerable judgments in its impairment evaluations of goodwill, other non-amortizable intangible assets and long-lived assets, starting with determining if an impairment indicator exists. Intelsat exercises judgment in determining if these indicators or events represent an impairment indicator requiring the computation of the fair value of goodwill and other non-amortizable intangible assets and/or the recoverability of long-lived assets. The fair value determination is typically the most judgmental part in an impairment evaluation.

As part of the impairment evaluation process, management analyzes the sensitivity of fair value to various underlying assumptions. The level of scrutiny increases as the gap between fair value and carrying amount decreases. Changes in any of these assumptions could result in management reaching a different conclusion regarding the potential impairment, which could be material. Intelsat’s impairment evaluations inherently involve

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uncertainties from uncontrollable events that could positively or negatively impact the anticipated future economic and operating conditions.

Goodwill. Intelsat determined the fair value of each of its reporting units by using the income approach and corroborating the results using the market approach. For the income approach, Intelsat specifically used the discounted cash flow (“DCF”) method, where the value is estimated based on expected free cash flow, discounted to its present value at a rate of return commensurate with the risk associated with realizing that cash flow. In estimating the undiscounted cash flows, Intelsat primarily used its internally prepared budgets and forecast information. The key assumptions included in Intelsat’s model were projected growth rates, cost of capital, effective tax rates, industry and economic trends, and the discount rate applied to those cash flows.

Whenever appropriate, management obtains these input assumptions from observable market data sources and extrapolates the market information if an input assumption is not observable for the entire forecast period. Many of these input assumptions are dependent on other economic assumptions, which are often derived from statistical economic models with inherent limitations such as estimation differences. Further, several input assumptions are based on historical trends which often do not recur. It is not uncommon that different market data sources have different views of the macroeconomic factor expectations and related assumptions. As a result, macroeconomic factors and related assumptions are often available in a narrow range; however, in some situations these ranges become wide and the use of a different set of input assumptions could produce significantly different budgets and cash flow forecasts.

A considerable amount of judgment is also applied in the estimation of the discount rate used in the DCF model, which is an estimate of weighted-average cost of capital, which reflects the aggregate of expected rates of return on investments in Intelsat’s debt and equity. To the extent practical, inputs to the discount rate are obtained from market data sources (e.g., Capital IQ). Intelsat selects and uses a set of publicly traded companies from the relevant industry to estimate the discount rate inputs. Management applies judgment in the selection of such companies based on its view of the most likely market participants. It is reasonably possible that the selection of a different set of likely market participants could produce different input assumptions and result in the use of a different discount rate.

For the market approach, Intelsat specifically used the guideline public company method, where fair value is determined based on multiples derived from the stock prices of publicly traded guideline companies to develop a business enterprise value (“BEV”) for each reporting unit. The application of the market multiples method entails the development of EBITDA multiples based on the market value of the guideline companies. The multiples are developed by first calculating the market value of equity of the guideline companies and then adjusting these multiples for cash and debt to arrive at a BEV multiple. Identifying appropriate guideline companies and computing appropriate market multiples is subjective. Intelsat considered various public companies that had reasonably similar qualitative factors as Intelsat’s reporting units while also considering quantitative factors such as revenue growth, profitability and total assets.

See Note 7—Goodwill and Other Intangible Assets of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for discussion of the impairment charges recognized.

Orbital Locations. Intelsat determined the estimated fair value of its 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

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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 Intelsat’s rights to operate at its 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. See additional discussion under “Goodwill” above.

Trade Name. Intelsat has implemented the relief from royalty method to determine the estimated fair value of the Intelsat trade name. The relief from royalty analysis is composed 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, Intelsat 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, Fair Value Measurement.

The key assumptions used in Intelsat’s model to estimate the fair value of the Intelsat trade name included forecasted revenues, the royalty rate, the tax rate and the discount rate. See additional discussion under “Goodwill” above.

Long-Lived and Other Intangible Assets. Intelsat 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 Intelsat’s 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 Intelsat’s estimated undiscounted cash flows and result in future impairments. See Note 5—Satellites and Other Property and Equipment of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for discussion of the historical impairment charges recognized.

Income Taxes

Intelsat accounts for income taxes in accordance with ASC 740. Intelsat is subject to income taxes in Luxembourg, as well as the United States and a number of other foreign jurisdictions. Significant judgment is required in the calculation of Intelsat’s tax provision and the resulting tax liabilities and in the recoverability of its deferred tax assets that arise from temporary differences between the tax and financial statement recognition of revenue and expense and net operating loss and credit carryforwards.

Intelsat regularly assess the likelihood that its deferred tax assets can be recovered. A valuation allowance is required when it is more likely than not that all or a portion of the deferred tax asset will not be realized. Intelsat evaluates the recoverability of its deferred tax assets based on all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If Intelsat determines that it is able to realize its deferred tax assets in the future in excess of their net recorded amount, Intelsat will make an adjustment to the deferred tax asset valuation allowance, which reduces the provision for income taxes.

During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. Intelsat evaluates its tax positions to determine if it is more likely than not that a tax position is sustainable, based solely on its technical merits and presuming the taxing authorities have full knowledge of the position and access to all relevant facts and information. When a tax position does not meet the more likely than not standard, Intelsat records a liability or contra asset for the entire amount of the unrecognized tax impact. Additionally, for those tax positions that are determined more likely than not to be sustainable, Intelsat measures the tax position at the largest amount of benefit more likely than not (determined by cumulative probability) to be realized upon settlement with the taxing authority.

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Pension and Other Postretirement Benefits

Intelsat maintains a noncontributory defined benefit retirement plan covering substantially all of its 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, Intelsat provides postretirement medical benefits to certain current retirees who meet the criteria under the medical plan for postretirement benefit eligibility.

Expenses for Intelsat’s defined benefit retirement plan and for postretirement medical benefits that are provided under its medical plan are developed from actuarial valuations. Any significant decline in the fair value of Intelsat’s 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 periods.

Key assumptions, including discount rates used in determining the present value of future benefit payments and expected return on plan assets, are reviewed and updated on an annual basis. The discount rates reflect market rates for high-quality corporate bonds. Intelsat considers current market conditions, including changes in interest rates, in making assumptions. The Society of Actuaries (“SOA”) published mortality tables for private retirement plans (“Pri-2012”) and a mortality improvement scale in 2021 (“MMP-2021”). Accordingly, Intelsat’s December 31, 2024 valuation is based on Pri-2012 and MMP-2021, adjusted to reflect (1) an ultimate rate of mortality improvement consistent with both historical experience and U.S. Social Security long-term projections, and (2) a shorter transition period to reach the ultimate rate, which is consistent with historical patterns. In establishing the expected return on assets assumption, Intelsat reviews the asset allocations considering plan maturity and develop return assumptions based on different asset classes. The return assumptions are established after reviewing historical returns of broader market indexes, as well as historical performance of the investments in the plan.

Recently Adopted and Recently Issued Accounting Pronouncements

Refer to Note 1—Background and Summary of Significant Accounting Policies of the Intelsat audited financial statements for the year ended December 31, 2024 included elsewhere in this prospectus for further information about recently adopted and recently issued accounting pronouncements.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management of SES

The following table sets forth information regarding the beneficial ownership of SES’s Class A Shares and Class B Shares (collectively, the “Shares”) as of April 23, 2025, held by:

•

each person known by SES to be the beneficial owner of more than 5% of SES’s issued and outstanding Shares;

•

each of SES’s Executive Committee Members and directors that beneficially owns SES’s Shares; and

•

all members of the SES Board and Executive Committee Members, taken as a group.

Beneficial ownership of shares is determined under SEC rules and generally includes any shares over which a person exercises sole or shared voting or investment power, and this information is not necessarily indicative of beneficial ownership for any other purpose. Shares are beneficially owned when an individual has voting and/or investment power over the shares or could obtain voting and/or investment power over the Shares within 60 days. Voting power includes the power to direct the voting of the shares and investment power include the power to direct the disposition of the Shares. Unless otherwise noted, shares listed below are owned directly or indirectly with sole voting and investment power.

SES’s Class A shares are held by institutional and private shareholders while our Class B shares are held by the Grand Duchy of Luxembourg, the Banque and Caisse d’Epargne de l’Etat (“BCEE”) and the Société Nationale de Credit et d’Investissement (“SNCI”) (the latter two being public institutions). Each share is entitled to one vote and a ratio of Class A to Class B shares must be maintained on a 2:1 basis as required by our Articles of Incorporation. Our Class A and Class B Shares have the same rights.

Unless otherwise indicated, SES believes that all persons named in the table have sole voting and investment power with respect to all Shares beneficially owned by them. For Class A Shares (other than the SES Board), the information set forth in the table is based on the threshold disclosures which SES receives from Beneficial Owners in accordance with legal requirements. In the table below, percentage ownership is based on 371,457,600 Class A Shares and 185,728,800 Class B Shares issued and outstanding as of April 23, 2025. Furthermore, unless otherwise noted, the mailing address of each person or entity named in the table is Château de Betzdorf, L-6815 Betzdorf (Grand Duchy of Luxembourg).


Name of Beneficial Owner	Class A Shares					Class B Shares					Total voting power in Company
Name of Beneficial Owner	Number		%			Number		%			%
Etat du Luxembourg		6,087,278		1.64	%		60,347,365		32.49	%		32.44	%
SNCI		7,084,775		1.91	%		56,699,076		30.53	%		34.13	%
BCEE		4,717,801		1.27	%		56,706,151		30.53	%		31.80	%
Lazard Asset Management¹		31,480,357		8.47	%		N/A		N/A			8.47	%
David A. Tepper²		29,457,048		7.93	%		N/A		N/A			7.93	%
ATLAS Infrastructure Partners (UK) Ltd³		58,312,010		15.7	%		N/A		N/A			15.70	%
Named Executive Officers and Directors
Adel Al-Saleh		210,000		*			N/A		N/A			*
Dr. Xavier Bertran		N/A		N/A			N/A		N/A			N/A
John-Paul Hemingway		90,767		*			N/A		N/A			*
Veronika Ivanovic		N/A		N/A			N/A		N/A			N/A
Sandeep Jalan		89,482		*			N/A		N/A			*
Fabien Loeffler		5,220		N/A			N/A		N/A			N/A
Thai Rubin		76,693		*			N/A		N/A			*
Milton Torres		N/A		N/A			N/A		N/A			N/A
Greg Orton		10,233		*			N/A		N/A			N/A

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Name of Beneficial Owner

Class A
Shares

Class B
Shares

Total voting
power in
Company

Number

Nihar Shah

N/A

Frank Esser

N/A

Anne-Catherine Ries

N/A

Peter van Bommel

N/A

Françoise Thoma

N/A

Carlo Fassbinder

2,000

N/A

Ramu Potarazu

N/A

All Executive Officers and Directors as a Group

137,623,664

N/A

*	Represents beneficial ownership of less than one percent of the outstanding SES Shares.

(1)

Based on the public disclosure filed on November 6, 2017, Lazard Asset Management LLC and its affiliates (“Lazard”) has voting power and sole dispositive power with respect to 31,480,357 SES Class A Shares. These SES Class A Shares are owned by various individual and institutional investors for which Lazard serves as investment adviser with power to direct investments and/or sole power to vote SES Class A Shares. The address for Lazard is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, NY 10112.

(2)

Mr. David A. Tepper is the beneficial owner of Andalusian Global Designated Activity Company (“Andalusian Company”) and according to the declaration dated September 28, 2020, Andalusian Company holds 29,457,048 SES Class A Shares. The address of Andalusian Company is 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.

(3)

According to information provided by the ATLAS Infrastructure Partners (UK) Ltd. (“ATLAS UK”), as of January 10, 2025, ATLAS UK and its affiliated company ATLAS Infrastructure (Australia) Pty Limited (“ATLAS Aust”) (collectively, “ATLAS”) beneficially own 58,312,010 SES Class A Shares. ATLAS UK and ATLAS Aust are Investment Managers and subsidiary entities controlled by GIP ATLAS Holdings Limited which, as a result, may be deemed to be the beneficial owner of all SES Class A Shares held by ATLAS. ATLAS is the discretionary investment manager for several clients, and its beneficial ownership of SES Class A Shares stems from the Investment Management Agreements that are in place with each client. Multiple investment committees of ATLAS have voting and investment control over SES Class A Shares, with no one individual exerting overall control over the shares held. The address of ATLAS UK is Third Floor, 25 Watling Street, London, EC4M 9BR and the address for ATLAS Aust is Level 4/95 Pitt Street, Sydney, NSW, Australia.

Security Ownership of Certain Beneficial Owners and Management of Intelsat

The following table sets forth information regarding the beneficial ownership of Intelsat common shares as of April 11, 2025 (except as noted in the footnotes below), held by:

●

each person known by Intelsat to be the beneficial owner of more than 5% of Intelsat’s issued and outstanding common shares;

●

each of Intelsat’s directors and named executive officers that beneficially owns the common shares; and

●

all current directors and executive officers, taken as a group.

In general, a person “beneficially owns” shares if he or she has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire such voting or disposition rights on April 29, 2025 or 60 days thereafter (such as from the vesting of restricted share units (“RSUs”) or by exercising warrants). The percentage of Intelsat common shares beneficially owned is based on 68,388,120 Intelsat common shares outstanding as of April 11, 2025. Securities that can be acquired within 60 days after

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April 29, 2025 are deemed to be outstanding for purposes of computing the ownership percentage of the beneficial owner of such securities, but not for purposes of computing any other person’s percentage. Except as otherwise noted, the person or entities listed below have sole voting and investment power with respect to all Intelsat common shares beneficially owned by them, other than pursuant to the voting and support agreements executed in connection with the Transactions (for further details see “Related Agreements – Intelsat Shareholder Support Agreements” beginning on page 91 of this prospectus) and except to the extent this power may be shared with a spouse. Furthermore, unless otherwise noted, the mailing address of each person or entity named in the table is 7900 Tysons One Place, McLean, Virginia 22102.


	Shares
Name of Beneficial Owner	Number		%
The PIMCO Funds⁽¹⁾		22,812,005		33.4	%
The Appaloosa Shareholders⁽²⁾		9,965,125		14.6	%
The DKP Shareholders⁽³⁾		5,216,029		7.6	%
The CarVal Shareholders⁽⁴⁾		5,024,830		7.3	%
The Glendon Shareholders⁽⁵⁾		4,820,314		7.0	%
Certain funds and/or accounts managed by JPMorgan Investment Management Inc. and/or JPMorgan Chase Bank N.A⁽⁶⁾		4,072,472		6.0	%
The PGIM Shareholders⁽⁷⁾		3,787,254		5.5	%
The TCW Shareholders⁽⁸⁾		3,704,103		5.4	%
Named Executive Officers and Directors
David Wajsgras		139,308		*
Anthony O’Brien		47,026		*
Michael DeMarco		28,891		*
Michelle Bryan		24,840		*
David Broadbent		3,659		*
Bryan Simpson⁽⁹⁾		5,024,830		7.3	%
Lisa Hammitt		11,280		*
Easwaran Sundaram		7,920		*
Roy H. Chestnutt		7,920		*
David Mack		2,247		*
Jinhy Yoon		—		—
All Executive Officers and Directors as a Group (13 Persons)⁽⁹⁾		5,320,076		7.8	%

*	Represents beneficial ownership of less than one percent of the outstanding Intelsat common shares.

(1)

Consists of 22,198,230 Intelsat common shares and warrants to purchase 613,775 Intelsat common shares beneficially owned by certain PIMCO Funds. Ownership information of warrants to purchase Intelsat common shares is as of August 29, 2024. Pacific Investment Management Company LLC, in its capacity as investment manager, adviser or sub-adviser, exercises sole or shared voting or dispositive power over the securities owned by the PIMCO Funds. The business address for each of the PIMCO Funds is c/o Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, CA 92660.

(2)	Consists of 4,977,024 Intelsat common shares and warrants to purchase 4,988,101 Intelsat common shares. Ownership information of warrants to purchase Intelsat common shares is as of August 29, 2024. The address for these shareholders is 51 JFK Parkway Short Hills, NJ 07078.

(3)	Consists of 5,209,926 Intelsat common shares and warrants to purchase 5,082 Intelsat common shares. Ownership information of warrants to purchase Intelsat common shares is as of April 22, 2024. The address for these shareholders is 520 Madison Avenue, 30th Floor New York, New York 1002.

(4)	The address for these shareholders is 1601 Utica Avenue South, Suite 1000 Minneapolis, MN 55416.

(5)	The address for these shareholders is 2425 Olympic Blvd., Suite 500E Santa Monica, CA 90404.

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(6)	Ownership information for Intelsat common shares is as of February 23, 2022. The address for these shareholders is 1 E Ohio St., Floor 06 Indianapolis, IN 46204.

(7)	Consists of 3,786,782 Intelsat common shares and warrants to purchase 472 Intelsat common shares. Ownership information of warrants to purchase Intelsat common shares is as of February 23, 2022. The address for these shareholders is P.O. Box 32339 Newark, NJ 07102.

(8)	Consists of 3,704,083 Intelsat common shares and warrants to purchase 20 Intelsat common shares. Ownership information of warrants to purchase Intelsat common shares is as of February 23, 2022. The address for these shareholders is 865 S. Figueroa St. Los Angeles, CA 90017.

(9)

As manager of CVI General Partner, LLC, the director or general partner of the CarVal Shareholders, as applicable, Mr. Simpson may be deemed to beneficially own the 5,024,830 Intelsat common shares held of record by the CarVal Shareholders. Mr. Simpson disclaims beneficial ownership of such Intelsat common shares held by the CarVal Shareholders.

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BOARD OF DIRECTORS / MANAGEMENT OF SES FOLLOWING THE ACQUISITION

Executive Officers and Directors

The following table sets forth the name, age and position of each of the individuals who are expected to initially serve as executives and directors of the Combined Group as of April 23, 2025.


Name	Age		Position
*Executive Committee Members*:
Adel Al-Saleh		61	CEO
Dr. Xavier Bertrán		52	Chief Product & Innovation Officer
John-Paul Hemingway		52	Chief Commercial Officer
Veronika Ivanovic		53	Chief People Officer
Sandeep Jalan		57	Chief Financial Officer
Fabien Loeffler		40	Chief Transformation Officer
Thai Rubin		58	Chief Legal Officer
Milton Torres		66	Chief Technology Officer
Greg Orton		45	Chief M&A and Development Officer
Nihar Shah		52	Chief Strategy Officer

*Non-Employee Directors:*
Frank Esser		66	Chairman of the Board
Anne-Catherine Ries		51	Vice-Chairperson of the Board & Chairperson of the Nomination Committee
Peter van Bommel		68	Vice-Chairperson of the Board & Chairperson of the Audit and Risk Committee
Françoise Thoma		55	Chairperson of the Remuneration Committee
Carlo Fassbinder		55	Director
Kaj-Erik Relander		62	Director
Katrin Wehr-Seiter		55	Director
Jacques Thill		43	Director
Fabienne Bozet		58	Director
Ellen Lord		66	Director
John Shaw		57	Director

Executive Committee Members

Adel Al-Saleh was appointed Chief Executive Officer of SES in February 2024. Mr. Al-Saleh has more than 30 years of experience working in senior management roles at leading IT and telecommunication companies. Mr. Al-Saleh joined SES from T-Systems, the IT subsidiary of leading European Telecommunication provider Deutsche Telekom, where he was CEO since 2018. He was also a Board Member of Deutsche Telekom. Before that, he was the CEO for Northgate Information Solutions Group from 2011-2018. Mr. Al-Saleh also held a variety of senior leadership roles at IMS Health and IBM for the first 25 years of his professional life. Mr. Al-Saleh graduated from Boston University with a Bachelor of Science degree in Electrical Engineering and holds an MBA from Florida Atlantic University. Mr. Al-Saleh is a U.S. and UK national.

Dr. Xavier Bertrán was appointed as Chief Product & Innovation Officer in April 2024 to oversee the innovation, development and delivery of SES’s products and systems. In 2022, Mr. Bertrán joined SES as Senior Vice President and led European Programs that included strategic projects with the European Commission, European Space Agency, and other New Space initiatives. His extensive experience in the sector includes 20 years at Airbus, where he held several executive positions in Upgrade Services, Diversification Programmes, Airbus ATR SAS and was also the Deputy Director for the Galileo PPP program. Mr. Bertrán also served as a Member of the Board of Directors of several companies including Airbus Interior Services S.A.S, ATR GIE, KID Systeme GmbH and Skytra Ltd. Mr. Bertrán earned a doctorate in Mechanical Engineering from the University of Technology in Aachen and holds a Global Executive MBA from the IESE Business School in Barcelona. Mr. Bertrán is a British, German and Spanish citizen.

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John-Paul Hemingway was appointed Chief Commercial Officer as of April 2024. Prior to this position, Mr. Hemingway was the Chief Strategy Officer of SES where he was charged with defining, leading and executing SES’s strategy. His previous executive roles at SES included being the CEO and Executive Vice President of Product, Marketing and Strategy of SES Networks, the Networks business division of SES. Mr. Hemingway was recruited into the SES family during the acquisition of O3b Networks, where he occupied the role of Chief Marketing Officer and was integral to O3b’s success. With a PhD in Optical Communications, and BSc (Hons) from Manchester Metropolitan University, UK, Mr. Hemingway’s experience is vast and varied. He began his career with Corning Cables and before filling a variety of senior management roles within Ciena, a leading network specialist.

Sandeep Jalan was appointed Chief Financial Officer (“CFO”) of SES in May 2020, and he has 30 years of experience in financial and operational leadership roles across Asia and Europe. Mr. Jalan joined SES from Aperam, a global leader in the stainless, electrical and specialty steel industry, where he had held the position of CFO since 2014 and currently serves as a board member at Aperam. Before this, Mr. Jalan worked for the ArcelorMittal Group, where he was part of the M&A team responsible for numerous acquisitions in both steel and mining. He was also the CFO & Company Secretary of Ispat Alloys Ltd from 1993 to 1999. Mr. Jalan is a Commerce Graduate from Banaras Hindu University, as well as a qualified Chartered Accountant and Company Secretary. He completed an Executive Leadership Program at the London Business School, and an Executive Education Program on Strategic Finance at IMD, Lausanne. Sandeep is an Indian National and permanent citizen of Luxembourg.

Fabien Loeffler was appointed Interim Head of People & Culture of SES in December 2023. Since joining SES in 2013, Mr. Loeffler has held several progressive management roles in the Finance and People & Culture departments, including Financial Planning and Analysis, People Analytics and Information Systems. In his most recent role as Vice President, he was responsible for Total Rewards and People Operations, leading simplification, organizational development, and transformation initiatives. Mr. Loeffler is a French national and prior to SES he worked for several years in the financial sector where he held diverse roles at Ernst & Young and other companies in the industry. Mr. Loeffler holds an M.S. degree in management from SKEMA Business School in Sophia-Antipolis, France. He is a member of the ILA (Institut Luxembourgeois des Administrateurs) and part of their Remuneration & Nomination Working Committee.

Thai Rubin was appointed Chief Legal Officer of SES in July 2020, a role in which he oversees the legal affairs of the entire company, including SES’s ESG program. Mr. Rubin has spent over 25 years in the satellite industry including his time at O3b networks, where he was the General Counsel and a key member of the leadership team that guided the company to its successful commercialization before it was acquired by SES in 2016. In addition to holding multiple senior leadership roles within SES, he served as General Counsel at New Skies Satellites, overseeing its public listing on the NYSE in 2005 and its acquisition by SES in 2006. Mr. Rubin also worked at PanAmSat Corporation. Mr. Rubin holds a Bachelor of Science degree from the University of Wisconsin, Madison, and a Juris Doctor from Howard University School of Law in Washington, D.C.

Milton Torres was appointed Chief Technology Officer of SES in July 2023. In his previous role, Mr. Torres was Senior Vice President of Information, Technology & Security at SES where he was responsible for the company’s technology and information technology environments, and cybersecurity operations, and was instrumental in accelerating the company’s digital transformation process through adoption of innovative cloud-based systems. Before his time at SES, Mr. Torres, a Brazilian and U.S. national, held several senior roles, including Corporate Executive Director at the EBX Group, Managing Director Latin America at Office Depot Inc., Executive Vice President at DirecTV Latin America. He also serves on several boards. Mr. Torres holds a BS in Electrical Engineering and completed post-graduation studies in Telecommunications from Pontificia Universidade Católica do Rio de Janeiro. He also graduated from the Young Managers Program of European Institute of Business Administration.

Veronika Ivanovic was appointed Chief People Officer in September 2024 where she is responsible for developing and executing the people strategy and talent development processes Mrs. Ivanovic brings over 25

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years of leadership experience in HR, having worked with large-scale blue-chip companies. Most recently at Ericsson, Mrs. Ivanovic managed a comprehensive HR function across multiple geographical regions where she developed and executed on strategic plans that supported the company’s business transformation and culture change. Before Ericsson, Mrs. Ivanovic spent over 15 years in the financial sector working for GE Capital across various countries, and 6 years in the technology sector for global B2C and B2B companies like Vodafone. Mrs. Ivanovic holds an MSc in Accounting and Finance and an MSc in Strategic HR Management from Sheffield Hallam University.

Greg Orton was appointed Chief M&A and Development Officer in April 2024 to oversee mid- and long-term, inorganic development and growth of SES. In his most recent role as Vice President of Merger and Acquisition at SES, Mr. Orton oversaw the acquisition and consolidation of DRS Global Enterprise Solutions, strengthening SES’s ability to serve the satellite connectivity needs of the U.S. Government. Mr. Orton joined SES in 2014 relocating to Singapore where he first led Corporate Development initiatives across Asia-Pacific. He moved to Luxembourg in 2019 and went on to hold several management roles across various departments such as Corporate Finance and Financial Strategy. Prior to SES, he worked for Solaris Mobile, FL Partners, and BDO Ireland where he held diverse roles in Corporate Finance, Corporate Investment and Financial Advisory. Mr. Orton is an Irish national and holds an M.Sc. in Economics & Finance from University College Dublin, and a B.A. in Finance from Lindenwood University, U.S.A. He also holds a Professional Diploma in Accounting from Dublin City University, and is a Chartered Accountant of the Institute of Ireland.

Nihar Shah was appointed Chief Strategy Officer of SES in April 2024. Having joined SES in 2006, Mr. Shah has held various progressive managements roles in Market Research & Analysis, and Strategic Market Development. In his most recent role as Vice President Strategy, Market Intelligence & Customer Experience, he was responsible for SES’s strategic planning and market, competitive, and customer analysis. Mr. Shah was also part of the SES team that evaluated the company’s investment into O3b Networks, defining SES’s successful diversification strategy to global network services. Prior to SES, he worked for several years in consulting for the commercial and government space sector, and has lived and worked in India, the U.S. and the Netherlands. Mr. Shah holds a B.A. in Economics, an M.A. in International Space & Technology Policy from George Washington University, and an MBA from Georgetown. Mr. Shah is a U.S. citizen, and currently lives in Washington, D.C.

Board Governance Structure & Committees

SES currently has four committees—(i) The Audit and Risk Committee; (ii) The Remuneration Committee, (iii) The Executive Committee, and (iv) The Nomination Committee, that consist of five to six members, at least a third of whom are independent board members, in line with SES’s internal policy.

The Audit and Risk Committee assists the SES Board in carrying out its oversight responsibilities relating to monitoring SES’s corporate policies, risk management, the effectiveness of its internal control, internal and external audit, and financial and regulatory reporting practices. It further assists with evaluating potential deals, including conducting financial due diligence, risk assessment and financing options before submission to the SES Board. As part of its oversight function, it provides a link between the internal and external auditors and the SES Board, and it also reviews and monitors the independence of SES’s external auditor. It also proposes the ESG Targets of the Company and monitors progress towards the accomplishment of these targets and compliance with SES’s reporting requirements.

The Remuneration Committee advises on remuneration policies that support and enhance SES’s strategic objectives. It also reviews and advises on performance matters relating to long term incentive schemes and other major compensation and benefits programs. It assists the SES Board with determining the remuneration of members of SES’s Senior Leadership Team (“SLT”) and acts as administrator of SES’s long term equity plans.

The Nomination Committee identifies and proposes suitable candidates for appointment or reappointment as directors on SES Board. Proposals are based on submissions from shareholders for candidates at least equal to

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the number of posts to be filled for each class of shareholders. It also identifies and proposes suitable candidates for SLT membership, it assists with filling board vacancies and with succession planning.

The Executive Committee assists with the daily management of SES as well as the representation of the Company in connection with such daily management. It is also tasked with preparing and designing policies and strategies for the Company, including preparing and designing policies for matters that may exceed the framework of daily management. In addition, the Executive Committee is authorized to approve certain matters set out in SES’s internal policy. SES’s Board, based on proposal by the Nomination Committee, nominates the CEO as a member of the Executive Committee. Other members of the Executive Committee are nominated by SES Board, based on proposals by the Nomination Committee, after prior consultation with the CEO.

Board of Directors

Frank Esser has served as a director of SES since February 2020 and was elected Chairman of the Board for the first time on April 2, 2020. He was re-elected as Chairman of the Board on April 7, 2022. He is the former Chairman and CEO of SFR, a leading private French Telecom Operator and he served as Board Member of Vivendi Group. Prior to joining SFR, Mr. Esser held several managerial positions at Mannesmann group. He also served as Vice Chair of Swisscom. He is a member of the Nomination Committee and of the Remuneration Committee of SES. Mr. Esser holds a PhD in Managerial Economics and an M.S. degree in Economics both from the University of Cologne. Mr. Esser is a German national. He is an independent director.

Anne-Catherine Ries has severed as a director of SES since January 2015 and was elected as Vice-Chairperson of the Board for the first time on April 4, 2019. She was re-elected as Vice-Chairperson of the Board on April 7, 2022. Mrs. Ries is currently First Government Advisor to the Prime Minister of Luxembourg, and is in charge of media, telecom and digital policy. Prior to her appointment as director as SES, her focus over the last two decades has consistently been on developing the tech and digital innovation ecosystem in Luxembourg, through the launch of the “Digital Luxembourg” initiative in 2014. Mrs. Ries holds a law degree from the University of Paris II and the University of Oxford, and a postgraduate LLM degree from the London School of Economics. Mrs. Ries is the Chairperson of the Nomination Committee and a member of the Remuneration Committee of SES. Mrs. Ries is a Luxembourg and French national. She is not an independent director because she represents an important shareholder.

Peter van Bommel has served as a director of SES since April 2020 and was elected as Vice-Chairperson of the Board for the first time on April 7, 2022. Mr. van Bommel was Chief Financial Officer and member of the Board of Management of ASM International from August 2010 until May 2021. He has more than twenty years of experience in the electronics and semiconductor industry. He spent most of his career at Philips, which he joined in 1979. He is the Chairman of the Board of Aalberts N.V. and Nedap N.V. In addition, he sits on the Board of the Bernhoven Foundation and the Glorieux Foundation. He is also a member of the Advisory Board of the Economic and Business Faculty of the University of Amsterdam and he is the Chair of the EMFC Curatorium of the Amsterdam Business School. He previously served as a director of several other listed companies, including KPN in the Netherlands. Mr. van Bommel holds an MSc in Economics from Erasmus University in Rotterdam. Mr. van Bommel is the Chairperson of the Audit and Risk Committee and a member of the Remuneration Committee of SES. Mr. van Bommel is a Dutch national. He is an independent director.

Carlo Fassbinder has served as a director of SES since April 7, 2022. Mr. Fassbinder has 25 years of experience in the field of taxation, finance and accounting and has been a director of tax at the Ministry of Finance since 2017. He advises the finance minister on tax policies and tax treaties and assists in the preparation of the council meeting. From 1997 to 2017 he worked in the tax department of BGL BNP Paribas where he was Head of Tax Retail & Corporate Banking beginning in 2011. Mr. Fassbinder is also a board member of Société Electrique de l’Our. He holds a Maîtrise en droit des affaires from Robert Schuman University in Strasbourg and a Magister Legum (LL.M.) in tax law from Ludwig Maximilians University in Munich. Mr. Fassbinder is a member of the Audit and Risk Committee of SES. Mr. Fassbinder is a Luxembourg national. He is not an independent director because he represents an important shareholder.

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Kaj-Erik Relander has served as a director of SES since April 2017. Mr. Relander worked for the Finnish National Fund for Research and Development prior to joining Sonera Corporation where he held several management positions, including the position of CEO. He left Sonera in 2001 to join Accel Partners, a private equity and venture capital group before joining the Emirates Investment Authority in 2009 where he was a member of its Investment and Management Committee. Since 2014, he has been a private investor and has served as board director for other corporations. Mr. Relander graduated from the Helsinki School of Economics with an MSc in Economics. In addition, he holds an MBA from the Helsinki School of Economics having completed part of his MBA program at The Wharton School, University of Pennsylvania. He also studied at the Wharton School and the Aalto University, Helsinki for his PhD. Mr. Relander is a board member of the sovereign wealth fund of ADQ and ADGM, Abu Dhabi Global Markets and Louis Dreyfuss Company. He is Chairman of the Investment Committee at the private equity fund Apis.pe and a board director of Starzplay Arabia. He is a member of the Audit and Risk Committee and of the Nomination Committee of SES. Mr. Relander is a Finnish national. He is an independent director.

Katrin Wehr-Seiter has served as a director of SES since January 2015. She is a Managing Director of BIP Investment Partners SA and a Managing Director/Partner of BIP Capital Partners. Prior to joining BIP, she served as a principal at global investment firm Permira and worked also as an independent strategy consultant as well as a Senior Advisor to international private equity group Bridgepoint. She started her professional career at Siemens AG where she held various positions in strategy consulting and engineering. She serves as a director of Bellevue Group and several non-listed corporations. Mrs. Wehr-Seiter holds an MBA from INSEAD and an MSc in Mechanical Engineering from the Technical University of Chemnitz. Mrs. Wehr-Seiter is a member of the Audit and Risk Committee and of the Remuneration Committee of SES. Mrs. Wehr-Seiter is a German national. She is an independent director.

Françoise Thoma has served as a director of SES since June 2016. She is the President and Chief Executive Officer of Banque et Caisse d’Epargne de l’Etat, and a member of the Boards of Directors of Cargolux International Airlines S.A., Luxair S.A., the Luxembourg Stock Exchange and of Enovos Luxembourg S.A. She was a member of the Luxembourg Council of State from 2000– 2015 and holds a PhD in Law from the Université de Paris II Panthéon-Assas and an LL.M. from Harvard Law School. Ms. Thoma is the Chairperson of the Remuneration Committee and a member of the Audit and Risk Committee. Ms Thoma is a Luxembourg national. She is not an independent director because she represents an important shareholder.

Jacques Thill has served as a director of SES since December 2021. Mr. Thill currently serves as First Government Advisor to the Luxembourg Prime Minister and Government Delegate to the State Intelligence Service. Mr. Thill joined the Luxembourg diplomatic service in 2004. His diplomatic career includes postings to the Permanent Mission of Luxembourg to the United Nations in New York and to the Luxembourg Embassy in Moscow, as well as to the EU High Representative for the Common Foreign and Security Policy at the Council of the European Union in Brussels. From 2009 to 2013, Mr. Thill served as diplomatic advisor to the Prime Minister. He was then appointed Deputy Secretary General of the Luxembourg Government, before becoming Secretary General of the Government until June 2020 and Coordinator of the Prime Minister’s Office until 2024. Mr. Thill holds an M.S. in European and International Law from the Paris 1 Panthéon-Sorbonne University and an MA in European Political and Administrative Studies from the College of Europe in Bruges. From 2015 until 2021 and again since December 2023, Mr. Thill has been a member of the Board of Directors of LUXGOVSAT S.A. Mr. Thill is a member of the Nomination Committee of SES. Mr. Thill is a Luxembourg national. He is not an independent director because he represents an important shareholder.

Fabienne Bozet was co-opted as director in February 2023 and her appointment was subsequently approved at the general meeting of shareholders on April 6, 2023. She is member of the Audit and Risk Committee. She is member of the SES Board as well as member of the Audit and Risks Committee and Remuneration Committee in Herstal Group, a leader in Defense and Security and in Detaille aux Prés, a family business. She was until end of 2022 CEO and Board member delegated to daily management of Circuit Foil, a leading copper foil producer. She

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served as board member in IEE. She is a member of Women on Board and ILA. Mrs. Bozet holds an M.S. in Business Engineering from HEC Liège. Mrs. Bozet is a Belgian national. She is an independent director.

Ellen Lord was appointed director in April 2025. Mrs. Lord is the former Under Secretary of Defense for Acquisition and Sustainment of the United States Department of Defense, a position she held from 2017 to 2021. From 1984 to 2017 she was part of Textron, Inc., one of the world’s best known multi-industry companies recognized for its powerful brands such as Bell, Cessna, Beechcraft, E-Z-GO, Arctic Cat and many more, where she held various positions including President and CEO of Textron Systems from 2012 to 2017. She is a director of Parsons Corporation and AAR Corp., both listed companies. She also sits on the board of non-listed entities Exiger LLC, Elroy Air Inc., Geost LLC, Clarifai Inc., Voyager Space Holdings Inc., National Defense Industrial Association and Defense Technology Initiative. Mrs. Lord holds a BA in Chemistry and Biology from Connecticut College and an MS in Chemistry from the University of New Hampshire. Mrs. Lord is a U.S. national, and she is an independent director.

John Shaw was appointed director in April 2025. Mr. Shaw is a former Deputy Commander of the US Space Force and first Commander of the USSF Space Operations Command and Combined Forces Space Component Command. During his 30 years in the U.S. Air Force, he served in a variety of air and space operations and staff positions, from Silicon Valley to Europe, and commanded at the squadron, group, wing, and numbered air force levels, including as Commander of the 14th Air Force and Combined Forces Space Component Command. John has more than 34 years of experience in national security and aerospace engineering. He currently does not hold any board or management positions. He has an MS in Military Operations Arts and Sciences from USAF Air Command and Staff College, an MS in National Security Strategy from National War College and an MS in National Resource Strategy from National Defense University. Mr. Shaw is a U.S. national, and he is an independent director.

The following table summarizes the composition of the committees of SES Board for fiscal year 2024.

COMPOSITION OF COMMITTEES OF THE BOARD 2024


Chair of the board: Frank Esser

Vice-chairs of the board: Anne-Catherine Ries and Peter van Bommel
AUDIT & RISK COMMITTEE	REMUNERATION COMMITTEE	NOMINATION COMMITTEE	SECRETARY OF THE BOARD OF DIRECTORS
Chair: Peter van Bommel	Chair: Francoise Thoma	Chair: Anne-Catherine Ries	Thai Rubin

Fabienne Bozet	Peter van Bommel	Dr Jennifer Byrne (until October 17, 2024)
Carlo Fassbinder	Frank Esser	Frank Esser
Francoise Thoma	Ramu Potarazu	Kaj-Erik Relander
Kaj-Erik Relander	Anne-Catherine Ries	Jacques Thill
Katrin Wehr-Seiter	Katrin Wehr-Seiter

The business address of each member of SES’s board of directors is c/o SES, Château de Betzdorf, L-6815 Betzdorf, Grand Duchy of Luxembourg.

COMPENSATION OF MEMBERS OF SES’S EXECUTIVE TEAM

The remuneration of the members of SES’s executive team is determined by SES Board and is based on recommendations from SES’s Remuneration Committee. The remuneration of SES’s executive team members

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comprises of two major components: (i) a compensation package composed of the yearly base salary; an annual bonus; and long-term equity (LTE); and (ii) benefits package which is aligned with local and market practices.

The following members were active in the Executive team for the year 2024:

•

Adel Al-Saleh—Chief Executive Officer (since February 1, 2024)

•

Ruy Pinto—Interim Chief Executive Officer (until January 31, 2024)

•

Sandeep Jalan—Chief Financial Officer

•

Milton Torres—Chief Technology Officer

•

John-Paul Hemingway—Chief Commercial Officer

•

Xavier Bertran—Chief Product & Innovation Officer (since April 1, 2024)

•

Veronika Ivanovic—Chief People Officer (since September 1, 2024)

•

Fabien Loeffler—Chief Transformation Officer (since September 1, 2024)

•

Thai Rubin—Chief Legal Officer

The total remuneration for the year ended December 31, 2024 of the CEO, CFO, CSO, CLO and other SLT members follows the principles set out in SES’s Remuneration Policy and is provided in the table below:


In Euro	Annual Base Salary (1)		Annual Bonus		Long Term Equity (2)		Pension Expenses		Other Benefits and Payments (3)		Total
Chief Executive Officer (4)		1,091,750		1,300,745		1,782,096		188,922		860,430		5,223,943
Chief Financial Officer		476,323		457,607		218,155		71,991		23,258		1,247,334
Chief Legal Officer		353,430		339,543		129,540		18,622		25,118		866,253
Chief Commercial Officer		459,006		448,497		188,886		19,925		44,966		1,161,279
Chief Product and Innovation Officer		273,750		263,473		0		33,305		37,628		608,156
Other SLT Members (5)		555,997		292,566		77,373		26,325		437,278		1,389,539

Total SLT		3,210,256		3,102,431		2,396,050		359,089		1,428,678		10,496,503

(1)	Annual base salary of other Executive Team Members, other than CEO, CFO, CLO, CCO and CPIO ranges from €275,000 to €361,803 with an average at €326,844.

(2)

Number of shares granted in 2021 and vesting in 2024 multiplied by prevailing share price at vesting date. The vesting of Performance Shares was subject to the achievement of the total shareholder return. Long term equity (“LTE”) for CEO also includes 2022 LTE buyout and share matching plan, in the form of 300,000 share award.

(3)	Other benefits and payments include health care plans, death and disability insurance, car allowances and other payments.

(4)	Adel Al-Saleh 11 months remuneration (as of February 1, 2024) and Ruy Pinto as interim CEO (end date January 31, 2024)

(5)	Chief People Officer (Veronika Ivanovic as of 01/09/2024), Interim CTO (Milton TORRES FILHO) and Chief Transformation Officer (Fabien Loeffler as of 01/09/2024)

Long Term Equity Incentives

SES’s long term equity plan is administered by our Remuneration Committee. The plan permits the grant of: (i) stock options (discontinued in early 2023); (ii) restricted shares; and (iii) performance shares. The 2024 total grant value was divided into 25% restricted shares and 75% performance shares.

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The Restricted Shares are FDRs granted with the sole condition that, at vesting, the executive team member must be employed by SES. The Restricted Shares vest on June 1 of the third year following the year of their grant.

Performance Shares are FDRs granted to executive team members and vest on June 1 of the third year following the year of their grant. Performance shares granted prior to year 2021 are subject to the outcome of the compounded three years adjusted Economic Value Added (EVA) with metric required to be positive to trigger vesting of shares. For grants from 2021 onwards, vesting is subject to outcome of Total Shareholder Return (“TSR”), measured on a relative basis to the median TSR performance of a panel of comparable companies during a three-year period.

For the 2024 vesting of Performance shares, SES’s total shareholder return of 8.1% relative to the median performance of a panel of comparable companies of -40% triggered 150% vesting of the performance shares granted in 2021.

Beginning with grants issued in 2023, ESG became a possible negative modifier to TSR, ranging from 0 to 20% pending achievement of two metrics: (i) targeted reductions in CO2 emissions and (ii) targeted changes in management representation. In 2025, SES reviewed its ESG targets and determined that emission reduction will be its sole ESG target going forward.

In addition, in 2024, the members of SES’s executive team were awarded a combined total of 180,646 restricted shares as part of SES’s long-term incentive plan and 541,939 performance shares. The detailed overview of the 2024 equity grant and vesting as well as current total shareholding for the CEO, CFO, CCO, CLO and other executive team members is provided as follows:


	Long Term Equity Plan – 2024 Grant							Equity Vesting in 2024				Registered shares and FDR’s – December 31, 2024
In Euro	Components	Grant Year		Vesting Year (2)		Units granted		Grant year		Units vested		Registered shares and FDR’s – December 31, 2024
Chief Executive Officer (1)	Stock Options						—		2020 to 2021		—
	Performance Shares		2024		2027		341,472		2021		—		210,000
	Restricted Shares		2024		2027		113,824		2021		—
Chief Financial Officer	Stock Options						—		2020 to 2021		151,451
	Performance Shares		2024		2027		48,324		2021		34,308		89,482
	Restricted Shares		2024		2027		16,108		2021		7,624
Chief Legal Officer	Stock Options						—		2020 to 2021		88,569
	Performance Shares		2024		2027		35,856		2021		20,372		76,693
	Restricted Shares		2024		2027		11,952		2021		4,527
Chief Commercial Officer	Stock Options						—		2020 to 2021		136,623
	Performance Shares		2024		2027		45,450		2021		29,705		90,767
	Restricted Shares		2024		2027		15,150		2021		6,601
Chief Product and Innovation Officer	Stock Options						—		2020 to 2021		—
	Performance Shares		2024		2027		33,594		2021		—		—
	Restricted Shares		2024		2027		11,198		2021		—
Other Executive Team Members	Stock Options						—		2020 to 2021		55,691
	Performance Shares		2024		2027		37,243		2021		12,168		52,20	(3)
	Restricted Shares		2024		2027		12,414		2021		2,704

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(1)

Adel Al-Saleh received a one-time additional equity grant of 120% of annual base salary as a buy-out of his previous employer’s 2023 LTE and share matching plan.

(2)

Stock options: for grants prior to 2021, vesting period over four years with a yearly vesting of 25% on 1 January of each year following the grant. Cliff vesting of three years from 2021 grant year onward. Performance and Restricted shares: vesting on 1 June of the third year following the year of the grant.

(3)

Shares and FDRs predate an appointment as “person discharging managerial responsibilities” in accordance with Market Abuse Regulation.

COMPENSATION OF DIRECTORS

In 2024, during SES’s Annual General Meeting our shareholders approved the below SES Board compensation.


In Euro	Directors Remuneration		Attendance Fees		Taxes		Total
Frank Esser (Chair)		100,000		36,800		34,200		171,000
Anne-Catherine Ries (Vice-Chair)		56,000		35,200		22,800		114,000
Peter van Bommel (Vice-Chair)		57,600		36,800		23,600		118,000
Fabienne Bozet		40,000		28,800		17,200		86,000
Jennifer Byrne		30,000		24,000		13,500		67,500
Carlo Fassbinder		40,000		27,200		16,800		84,000
Ramu Potarazu		40,000		110,400		37,600		188,000
Kaj-Erik Relander		40,000		35,200		18,800		94,000
Jacques Thill		40,000		28,800		17,200		86,000
Françoise Thoma		48,000		35,200		20,800		104,000
Katrin Wehr-Seiter		40,000		36,800		19,200		96,000

Total		531,600		435,200		241,700		1,208,500

Foreign Private Issuer Status

Upon the initial filing of the registration statement of which this prospectus forms a part, at least a majority of the outstanding voting securities of SES were directly and indirectly owned of record by non-U.S. residents. In addition, at such time, U.S. residents did not comprise a majority of our executive officers or directors, and a majority of our assets were located, and our business was principally administered, outside of the United States. As a result, we were a foreign private issuer. We expect that we will continue to be a foreign private issuer immediately after the Closing.

Under Rule 405 under the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30 after the effectiveness of the registration statement of which this prospectus forms a part. For so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and imposing liability for insiders who profit from trades made within a short period of time;

•

the rules under the Exchange Act requiring the filing with the SEC of an annual report on Form 10-K, quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; and

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Regulation Fair Disclosure or Regulation FD, which regulates selective disclosure of material nonpublic information by issuers.

SES will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, SES will be required to file financial results and material events to the SEC on Form 6-K. However, the information SES is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, there may be less publicly available information concerning our business than there would be if we were a U.S. public company.

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ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

SES is a public limited liability company (société anonyme or S.A.) organized under the laws of the Grand Duchy of Luxembourg. All the members of the SES Board and certain of its senior management named in this prospectus reside outside the United States and a substantial portion of their assets are located outside the United States. As a result, it may not be possible to effect service of process within the United States upon these individuals or upon SES or to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. securities laws against SES in the United States. Awards of punitive damages in actions brought in the United States or elsewhere are generally not enforceable in Luxembourg and penalty clauses and similar clauses on damages or liquidated damages are only allowed to the extent that they provide for a reasonable level of damages and the courts of Luxembourg have the right to reduce or increase the amount thereof if it is unreasonably high or low.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a judgment rendered by a U.S. court. A valid and enforceable judgment obtained from a competent court in the United States in a civil or commercial matter may be declared enforceable by the Luxembourg courts without re-examination of the merits of the case, subject to compliance with Luxembourg enforcement procedures (exequatur) and provided that certain conditions (which may evolve) set forth in the Luxembourg procedural code and/or established by court precedent are complied with and which, as of the date of this registration statement, include that:

•

the U.S. judgment is enforceable (exécutoire) in the United States and has not been fully enforced in the United States and/or any other jurisdiction;

•

the foreign court had ‘indirect jurisdiction’ in the eyes of the Luxembourg courts, namely the dispute was sufficiently connected to the foreign court, the judgment was granted following proceedings where the defendant had the opportunity to appear and, if it appeared, to present a defense, and other conditions for a fair trial have been complied with taking into account all facts and circumstances whether occurring before, during or after trial or the issue and delivery of the judgment and the decision of the U.S. court must not have been obtained by fraud, but in compliance with the rights of the defendant;

•

the U.S. judgment must relate to a private matter (i.e., be of a civil or commercial nature) and must not be contrary to Luxembourg’s international public policy, as interpreted under Luxembourg law;

•

the U.S. judgment must not have been rendered as a result of or in connection with an evasion of Luxembourg law (“fraude à la loi”); and

•

there is no contradiction between the U.S. judgment and an already issued judgment of a Luxembourg court.

In addition, actions brought in a Luxembourg court against SES or the members of the SES Board, its other officers and the experts named herein to enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions. In particular, Luxembourg courts do not award punitive damages. Litigation in Luxembourg is subject to rules of procedure that differ from U.S. rules, including with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Luxembourg would have to be conducted in the French or German language, and all procedural documents submitted to the court are required to be drafted in or to be translated into French or German.

For these reasons, it may be difficult for a U.S. investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against SES, the members of the SES Board and other executive officers. In addition, even if a judgment against SES, the non-U.S. members of its Board, senior management, or the experts named in this prospectus based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or Luxembourg courts.

224

LEGAL MATTERS

The validity of the CVRs to be issued to Intelsat in connection with the Acquisition will be passed upon for SES by Gibson, Dunn & Crutcher LLP. Certain matters with respect to Luxembourg law will be passed upon by Arendt & Medernach SA.

EXPERTS

The financial statements of SES as of December 31, 2024 and December 31, 2023 and for each of the three years in the period ended December 31, 2024 included in this registration statement have been so included in reliance on the report of PricewaterhouseCoopers, Société coopérative, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Intelsat S.A. and its subsidiaries as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, included elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

SES has filed with the SEC a registration statement on Form F-4 under the Securities Act of which this prospectus forms a part, which registers the CVRs to be issued to Intelsat in connection with the Acquisition. The registration statement, including the attached exhibits, contains additional relevant information about SES and its CVRs. The rules and regulations of the SEC allow certain information included in the registration statement to be omitted from this prospectus. SES will file upon the effectiveness of the registration statement other information with the SEC as required by the Exchange Act, as applicable to foreign private issuers. You can read SES’s SEC filings, including the registration statement of which this prospectus forms a part, on the Internet at the SEC’s website at http://www.sec.gov. Any other information contained on any website referenced in this registration statement is not incorporated by reference in this prospectus.

As a foreign private issuer, SES is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and its executive officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, SES will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

If you would like additional copies of this document or if you have questions about the Acquisition, you should contact via phone or in writing:

SES

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of Luxembourg

+ 352 710-725-1

You should rely only on the information contained or incorporated by reference in this prospectus. Neither SES nor Intelsat has authorized anyone to give any information or make any representation about the Acquisition, the CVRs, SES or Intelsat that is different from, or in addition to, that contained in this prospectus or in any of the materials that SES may have incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies.

225

INDEX TO FINANCIAL STATEMENTS OF SES S.A.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-2
AUDITED CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024, DECEMBER 31, 2023 AND DECEMBER 31, 2022			F-6
AUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024, DECEMBER 31, 2023 AND DECEMBER 31, 2022			F-7
AUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2024 AND DECEMBER 31, 2023			F-8
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, DECEMBER 31, 2023 AND DECEMBER 31, 2022			F-9
AUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, DECEMBER 31, 2023 AND DECEMBER 31, 2022			F-10
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024, DECEMBER 31, 2023 AND DECEMBER 31, 2022			F-13

INDEX TO FINANCIAL STATEMENTS OF INTELSAT S.A.


REPORT OF INDEPENDENT AUDITOR			F-100
AUDITED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND DECEMBER 31, 2023			F-102
AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023, TEN MONTHS ENDED DECEMBER 31, 2022 AND TWO MONTHS ENDED FEBRUARY 28, 2022			F-103
AUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023, TEN MONTHS ENDED DECEMBER 31, 2022 AND TWO MONTHS ENDED FEBRUARY 28, 2022			F-104
AUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023, TEN MONTHS ENDED DECEMBER 31, 2022 AND TWO MONTHS ENDED FEBRUARY 28, 2022			F-105
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023, TEN MONTHS ENDED DECEMBER 31, 2022 AND TWO MONTHS ENDED FEBRUARY 28, 2022			F-106
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023, TEN MONTHS ENDED DECEMBER 31, 2022 AND TWO MONTHS ENDED FEBRUARY 28, 2022			F-109

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

SES S.A.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of SES S.A. and its subsidiaries (the “Company”) as of 31 December 2024 and 2023, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for each of the three years in the period ended 31 December 2024, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 2024 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg

T : +352 494848 1, F : +352 494848 2900, www.pwc.lu

Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)

R.C.S. Luxembourg B 65 477 - TVA LU25482518

F-2

LOGO

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment assessment of goodwill and orbital slot license rights

As described in Notes 2 and 16 to the consolidated financial statements, at 31 December 2024, the Company’s goodwill and orbital slot license rights balances were 143 million EUR and 477 million EUR, respectively. Management performs impairment tests to determine whether goodwill or definite-life intangible assets (principally orbital slot rights) are impaired. Impairment testing procedures are performed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Goodwill is also tested annually. Definite-life intangible assets that suffered an impairment in previous periods are reviewed for possible reversal of the impairment at the end of each reporting period. The recoverable amounts are determined based on a value in use calculation. Management estimates value in use based on the estimated discounted cash flows to be generated by a cash generating unit (CGU), generally using the five-year business plans approved by the Board of Directors. As disclosed by management, a net impairment reversal was recorded for orbital slot license rights for 93 million EUR. The calculations of value in use are most sensitive to revenue, capital expenditure, discount rates and growth rates to calculate the present value of those cash flows.

The principal considerations for our determination that performing procedures relating to the impairment assessment of goodwill and orbital slot license rights is a critical audit matter are (i) the significant judgment by management when developing the value in use estimate of the cash generating units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue, capital expenditure, discount rates and growth rates; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing management’s process for developing the value in use estimates of the cash generating units; (ii) evaluating the appropriateness of the value in use approach used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue, capital expenditure, discount rates and growth rates. Evaluating management’s assumptions related to revenue and capital expenditure involved assessing whether the assumptions used by management were reasonable considering (i) the current and past performance of the cash generating units (ii) evaluation of significant business developments during the forecast period; and (iii) the consistency with external market and industry data. Professionals with specialised skill and knowledge were used to assist in evaluating (i) the appropriateness of the value in use model and (ii) the reasonableness of the discount rates and growth rates assumptions.

Impairment assessment of space segment assets including assets under construction

As described in Notes 2, 14 and 15 to the consolidated financial statements, at 31 December 2024, the Company’s space segment assets balance, representing primarily satellites were 2,534 million EUR, and space segment assets in the course of construction, representing primarily satellites in the course of construction, were 1,231 million EUR. Management assesses at each reporting date whether there is an indication that carrying amount of the assets may not be recoverable. If such an indication exists then the recoverable amount of the asset

F-3

LOGO

or CGU is reviewed to determine the amount of the impairment, if any. Assets that suffered an impairment in previous periods are reviewed for possible reversal of the impairment at the end of each reporting period. Impairments can arise from complete or partial failure of a satellite as well as other changes in expected discounted future cash flows. The recoverable amounts are determined based on a value in use calculation using the five-year business plans approved by the Board of Directors. As disclosed by management, in 2024 the net impairment expense recorded for space segment assets was 216 million EUR. The calculations of value in use are most sensitive to revenue, capital expenditure, discount rates and growth rates to calculate the present value of those cash flows.

The principal considerations for our determination that performing procedures relating to the impairment assessment testing of space segment assets including assets under construction is a critical audit matter are (i) the significant judgment by management when developing the value in use estimate of space segment assets including assets under construction; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue, capital expenditure, discount rates and growth rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing management’s process for developing the value in use estimate of space segment assets including assets under construction; (ii) evaluating the appropriateness of the value in use approach used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue, capital expenditure, discount rates and growth rates. Evaluating management’s assumptions related to revenue and capital expenditure involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of space segment assets, (ii) evaluation of significant business developments during the forecast period; (iii) the consistency with external market and industry data; and (iv) review of satellites health reports and evaluation of their impact on the satellites capability to generate future cash flows. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the value in use model and (ii) the reasonableness of the discount rates and growth rates assumptions.

PricewaterhouseCoopers, Société coopérative Luxembourg, 1 April 2025 Represented by

/s/ Asif Ali

Asif Ali

We have served as the Company’s auditor since 2013.

F-4

Contents


Consolidated income statements			F-6
Consolidated statements of comprehensive income			F-7
Consolidated statements of financial position			F-8
Consolidated statements of cash flows			F-9
Consolidated statements of changes in shareholders’ equity			F-10
Notes to the consolidated financial statements			F-13
Note 1 - Corporate information			F-13
Note 2 - Summary of material accounting policies			F-14
Note 3 - Business combinations			F-37
Note 4 - Revenue from contracts with customers			F-38
Note 5 - Operating expenses			F-41
Note 6 - Audit and assurance services fees			F-42
Note 7 - Finance income and costs			F-42
Note 8 - Other non-operating income / expenses			F-42
Note 9 - Income taxes			F-43
Note 10 - Deferred tax balances			F-45
Note 11 - Components of other comprehensive income			F-47
Note 12 - Earnings per share			F-48
Note 13 - Dividends paid and proposed			F-49
Note 14 - Property, plant and equipment			F-50
Note 15 - Assets in the course of construction			F-54
Note 16 - Intangible assets			F-56
Note 17 - Other financial assets			F-62
Note 18 - Inventories			F-62
Note 19 - Assets and liabilities related to contracts with customers			F-63
Note 20 - Trade and other receivables			F-64
Note 21 - Financial instruments			F-64
Note 22 - Financial risk management objectives and policies			F-65
Note 23 - Cash and cash equivalents			F-71
Note 24 - Shareholders’ equity			F-72
Note 25 - Non-controlling interests			F-75
Note 26 - Share-based compensation plans			F-75
Note 27 - Borrowings			F-79
Note 28 - Provisions			F-83
Note 29 - Trade and other payables			F-85
Note 30 - Other long-term liabilities			F-85
Note 31 - Fixed assets suppliers			F-86
Note 32 - Commitments and contingencies			F-87
Note 33 - Leases			F-89
Note 34 - Cash flow information			F-91
Note 35 - Related parties			F-93
Note 36 - C-band repurposing			F-94
Note 37 - Subsequent events			F-95
Note 38 - Consolidated subsidiaries, associates			F-96

F-5

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated income statements


€ million		December 31, 2024			December 31, 2023			December 31, 2022
Revenue	Note 4		2,001			2,030			1,944
C-band repurposing income	Note 36		88			2,744			184
Other income			3			5			—
Cost of sales	Note 5		(461	)		(444	)¹		(360	)¹
Staff costs	Note 5		(402	)		(409	)		(330	)
Other operating expenses	Note 5		(236	)		(244	)¹		(196	)¹
Operating expenses	Note 5		(1,099	)		(1,097	)		(886	)
Depreciation expense	Note 14		(650	)		(603	)		(642	)
Property, plant and equipment impairment	Note 14		(216	)		(26	)		(194	)
Assets in the course of construction impairment	Note 15		—			(425	)		—
Amortization expense	Note 16		(156	)		(89	)		(63	)
Intangible assets impairment	Note 16		93			(3,225	)		(203	)
Operating profit / (loss)			64			(686	)		140
Finance income	Note 7		136			64			51
Finance costs	Note 7		(139	)		(106	)		(124	)
Net financing costs	Note 7		(3	)		(42	)		(73	)
Other non-operating income / expenses (net)	Note 8		21			—			(15	)
Profit / (loss) before tax			82			(728	)		52
Income tax expense	Note 9		(55	)		(176	)		(87	)
Profit / (loss) after tax			27			(904	)		(35	)
Profit / (loss) for the year			27			(904	)		(35	)
Attributable to:
Owners of the parent			15			(905	)		(34	)
Non-controlling interests			12			1			(1	)
			27			(904	)		(35	)
Basic loss per share (in euro)
Class A shares	Note 12		0.00			(2.14	)		(0.16	)
Class B shares	Note 12		0.00			(0.86	)		(0.06	)
Diluted loss per share (in euro)
Class A shares	Note 12		0.00			(2.14	)		(0.16	)
Class B shares	Note 12		0.00			(0.86	)		(0.06	)

¹	Comparative amounts reclassified (see Note 5)

The notes are an integral part of the consolidated financial statements.

F-6

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated statements of comprehensive income


€ million		December 31, 2024			December 31, 2023			December 31, 2022
Profit/(Loss) for the year			27			(904	)		(35	)
Other comprehensive income
*Items that will not be reclassified to profit or loss*
Remeasurements of post-employment benefit obligation			(2	)		—			3
Income tax effect			1			—			(1	)
Remeasurements of post-employment benefit obligation, net of tax			(1	)		—			2
Total items that will not be reclassified to profit or loss			(1	)		—			2
*Items that may be reclassified subsequently to profit or loss*
Impact of currency translation	Note 11		228			(196	)		295
Income tax effect	Note 11		(12	)		11			(31	)
Total impact of currency translation, net of tax			216			(185	)		264
Net investment hedge	Note 22		(15	)		22			(88	)
Income tax effect	Note 22		4			(6	)		24
Total net investment hedge, net of tax			(11	)		16			(64	)
Total items that may be reclassified subsequently to profit or loss			205			(169	)		200
Total other comprehensive income / (loss) for the year, net of tax			204			(169	)		202
Total comprehensive income / (loss) for the year, net of tax			231			(1,073	)		167
Attributable to:
Owners of the parent			218			(1,074	)		166
Non-controlling interests			13			1			1
			231			(1,073	)		167

The notes are an integral part of the consolidated financial statements.

F-7

Consolidated financial statements

as of and for the years ended December 31, 2024 and December 31, 2023

Consolidated statements of financial position

€ million

December 31,
2024

December 31,
2023

Non-current assets

Property, plant and equipment

Note 14

2,924

3,042

Assets in the course of construction

Note 15

1,348

1,550

Total property, plant and equipment

4,272

4,592

Intangible assets

Note 16

908

920

Other financial assets

Note 17

Prepayments

Trade and other receivables

Note 20

107

Deferred customer contract costs

Deferred tax assets

Note 10

701

671

Total non-current assets

6,025

6,294

Current assets

Inventories

Note 18

Trade and other receivables

Note 20

649

860

Deferred customer contract costs

Prepayments

Income tax receivable

Cash and cash equivalents

Note 23

3,521

2,907

Total current assets

4,302

3,890

Total assets

10,327

10,184

Equity

Attributable to the owners of the parent

Note 24

3,423

3,701

Non-controlling interests

Note 25

Total equity

3,492

3,758

Non-current liabilities

Borrowings

Note 27

4,247

3,443

Provisions

Note 28

Deferred income

Note 19

338

337

Deferred tax liabilities

Note 10

212

205

Other long-term liabilities

Note 30

Lease liabilities

Note 33

Fixed assets suppliers

Note 31

426

313

Total non-current liabilities

5,313

4,407

Current liabilities

Borrowings

Note 27

273

716

Provisions

Note 28

128

Deferred income

Note 19

225

224

Trade and other payables

Note 29

678

390

Lease liabilities

Note 33

Fixed assets suppliers

Note 31

184

455

Income tax liabilities

130

Total current liabilities

1,522

2,019

Total liabilities

6,835

6,426

Total equity and liabilities

10,327

10,184

The notes are an integral part of the consolidated financial statements.

F-8

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated statements of cash flows


€ million		December 31, 2024			December 31, 2023			December 31, 2022
Profit/(Loss) before tax			82			(728	)		52
Taxes paid during the year			(168	)		(442	)		(186	)
Interest expense on borrowings	Note 7		104			86			102
Interest income			(127	)		(51	)		(6	)¹
Depreciation, amortization and impairment	Notes 14, 15, 16		929			4,368			1,102
Amortization of client upfront payments			(45	)		(45	)		(69	)
Other non-cash items in the consolidated income statements			—			173			27
Consolidated operating profit adjusted for non-cash items and tax payments and before working capital changes			775			3,361			1,022	¹
Changes in working capital
(Increase) in inventories			—			(26	)		(6	)
Decrease in trade and other receivables			38			13			442	¹
Decrease/(increase) in prepayments			7			(2	)		4
Increase/(decrease) in trade and other payables			205			(4	)		8
(Decrease)/increase in upfront payments			(19	)		137			1
Changes in working capital			231			118			449	¹
Net cash generated by operating activities			1,006			3,479			1,471	¹
Cash flow from investing activities
Payments for acquisition of subsidiary, net of cash acquired			—			—			(435	)
Payments for purchases of intangible assets			(23	)		(22	)		(42	)
Payments for purchases of tangible assets			(280	)		(383	)		(1,312	)
Interest received			158			45			5	¹
Other investing activities			(14	)		(10	)		(9	)
Net cash absorbed by investing activities			(159	)		(370	)		(1,793	)¹
Cash flow from financing activities
Proceeds from borrowings	Note 34, 27		1,034			—			744
Repayment of borrowings	Note 34, 27		(717	)		(706	)		(57	)
Partial redemption of perpetual bond			(35	)		—			—
Transaction costs in respect of undrawn facilities			(22	)		—			—
Coupon paid on perpetual bond	Note 24		(49	)		(49	)		(49	)
Dividends paid on ordinary shares²	Note 13		(320	)		(220	)		(219	)
Interest paid on borrowings			(110	)		(109	)		(103	)
Payments for acquisition of treasury shares			(128	)		(22	)		—
Proceeds from treasury shares sold and exercise of stock options			—			1			4
Lease payments	Note 33		(26	)		(22	)		(17	)
Payment in respect of changes in ownership interest in subsidiaries			(2	)		1			2
Net cash (absorbed by) / generated by financing activities			(375	)		(1,126	)		305
Net foreign exchange movements			142			(123	)		15
Net increase / (decrease) in cash			614			1,860			(2	)
Cash and cash equivalents at start of the year	Note 23		2,907			1,047			1,049
Cash and cash equivalents at end of the year	Note 23		3,521			2,907			1,047

¹	Change in 2022 presentation, reflecting EUR 5 million of interest received within “Net cash absorbed by investing activities”

²	Dividends are presented net of dividends received on treasury shares of EUR 15 million (2023: EUR 3 million, 2022: EUR 11 million)

The notes are an integral part of the consolidated financial statements.

F-9

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated statements of changes in shareholders’ equity

For the year ended December 31, 2024


	Attributable to owners of the parent
€ million	Issued capital		Share premium		Treasury shares			Perpetual bond			Other reserves²			Retained earnings			Foreign currency translation reserve			Total			Non- controlling interest			Total equity
Balance as of January 1, 2024		696		1,564		(95	)		625			2,137			(905	)		(321	)		3,701			57			3,758
Result for the year		—		—		—			—			—			15			—			15			12			27
Other comprehensive income		—		—		—			—			(1	)		—			204			203			1			204
Total comprehensive income for the year		—		—		—			—			(1	)		15			204			218			13			231
Allocation of 2023 result		—		—		—			—			(905	)		905			—			—			—			—
Partial redemption of perpetual bond (Note 24)		—		—		—			(37	)		2			—			—			(35	)		—			(35	)
Coupon on perpetual bond (Note 24)		—		—		—			—			(49	)		—			—			(49	)		—			(49	)
Tax on perpetual bond coupon (Note 24)		—		—		—			—			6			—			—			6			—			6
Transactions with owners in their capacity as owners:
Dividends provided for or paid¹		—		—		—			—			(320	)		—			—			(320	)		—			(320	)
Purchase of treasury shares		—		—		(124	)		—			—			—			—			(124	)		—			(124	)
Share-based compensation expense (Note 26)		—		—		—			—			10			—			—			10			—			10
Exercise of share-based compensation		—		—		21			—			(22	)		—			—			(1	)		—			(1	)
Income tax relating to treasury shares impairment expense or reversal		—		—		—			—			20			—			—			20			—			20
Transactions with non-controlling interest and other movements		—		—		—			—			(3	)		—			—			(3	)		(1	)		(4	)
Total transactions with owners in their capacity as owners:		—		—		(103	)		—			(315	)		—			—			(418	)		(1	)		(419	)
Balance as of December 31, 2024		696		1,564		(198	)		588			875			15			(117	)		3,423			69			3,492

¹	Dividends are presented net of dividends received on treasury shares of EUR 15 million.

²	The non-distributable items included in other reserves are described in Note 24.

The notes are an integral part of the consolidated financial statements.

F-10

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated statements of changes in shareholders’ equity

For the year ended December 31, 2023


	Attributable to owners of the parent
€ million	Issued capital		Share premium		Treasury shares			Perpetual bond			Other reserves²			Retained earnings			Foreign currency translation reserve			Total			Non- controlling interest			Total equity
Balance as of January 1, 2023		696		1,564		(80	)		1,175			2,428			(34	)		(153	)		5,596			62			5,658
Result for the year		—		—		—			—			—			(905	)		—			(905	)		1			(904	)
Other comprehensive income		—		—		—			—			—			—			(169	)		(169	)		—			(169	)
Total comprehensive income for the year		—		—		—			—			—			(905	)		(169	)		(1,074	)		1			(1,073	)
Allocation of 2022 result		—		—		—			—			(34	)		34			—			—			—			—
Reclassification of perpetual bond (Note 24)		—		—		—			(550	)		—			—			—			(550	)		—			(550	)
Coupon on perpetual bond (Note 24)		—		—		—			—			(49	)		—			—			(49	)		—			(49	)
Tax on perpetual bond coupon (Note 24)		—		—		—			—			14			—			—			14			—			14
Transactions with owners in their capacity as owners:
Dividends provided for or paid¹		—		—		—			—			(220	)		—			—			(220	)		—			(220	)
Purchase of treasury shares		—		—		(27	)		—			—			—			—			(27	)		—			(27	)
Share-based compensation expense (Note 26)		—		—		—			—			9			—			—			9			—			9
Exercise of share-based compensation		—		—		12			—			(10	)		—			—			2			—			2
Transactions with non-controlling interest and other movements		—		—		—			—			(1	)		—			1			—			(6	)		(6	)
Total transactions with owners in their capacity as owners:		—		—		(15	)		—			(222	)		—			1			(236	)		(6	)		(242	)
Balance as of December 31, 2023		696		1,564		(95	)		625			2,137			(905	)		(321	)		3,701			57			3,758

¹	Dividends are presented net of dividends received on treasury shares of EUR 3 million.

²	The non-distributable items included in other reserves are described in Note 24.

The notes are an integral part of the consolidated financial statements.

F-11

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Consolidated statements of changes in shareholders’ equity

For the year ended December 31, 2022


	Attributable to owners of the parent
€ million	Issued capital			Share premium			Treasury shares			Perpetual bond		Other reserves²			Retained earnings			Foreign currency translation reserve			Total			Non- controlling interest			Total equity
Balance as of January 1, 2022		719			1,636			(189	)		1,175		2,227			453			(351	)		5,670			63			5,733
Result for the year		—			—			—			—		—			(34	)		—			(34	)		(1	)		(35	)
Other comprehensive income		—			—			—			—		2			—			198			200			2			202
Total comprehensive income for the year		—			—			—			—		2			(34	)		198			166			1			167
Allocation of 2021 result		—			—			—			—		453			(453	)		—			—			—			—
Cancelation of shares (Note 24)		(23	)		(72	)		95			—		—			—			—			—			—			—
Coupon on perpetual bond (Note 24)		—			—			—			—		(49	)		—			—			(49	)		—			(49	)
Tax on perpetual bond coupon (Note 24)		—			—			—			—		14			—			—			14			—			14
Transactions with owners in their capacity as owners:
Dividends provided for or paid¹		—			—			—			—		(219	)		—			—			(219	)		—			(219	)
Share-based compensation expense (Note 26)		—			—			—			—		9			—			—			9			—			9
Exercise of share-based compensation		—			—			14			—		(11	)		—			—			3			—			3
Income tax relating to treasury shares impairment expense or reversal³		—			—			—			—		2			—			—			2			—			2
Transactions with non-controlling interest		—			—			—			—		—			—			—			—			(2	)		(2	)
Total transactions with owners in their capacity as owners:		—			—			14			—		(219	)		—			—			(205	)		(2	)		(207	)
Balance as of December 31, 2022		696			1,564			(80	)		1,175		2,428			(34	)		(153	)		5,596			62			5,658

¹	Dividends are presented net of dividends received on treasury shares of EUR 11 million.

²	The non-distributable items included in other reserves are described in Note 24.

³	‘Income tax relating to treasury shares impairment expense or reversal’ has been reclassified from ‘Consolidated statements of comprehensive income’ to ‘Consolidated statements of changes in shareholders’ equity’ in order to align with current year’s presentation.

The notes are an integral part of the consolidated financial statements.

F-12

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Notes to the consolidated financial statements

Note 1—Corporate information

SES S.A. (‘SES’ or ‘the Company’) was incorporated on March 16, 2001 as a limited liability company (Société Anonyme) under Luxembourg Law. References to ‘the Group’ in the following notes are to the Company and its subsidiaries. SES trades under ‘SESG’ on the Luxembourg Stock Exchange and Euronext, Paris. The registered office of the Company is at: Château de Betzdorf, L-6815 Betzdorf, Luxembourg.

SES is a leader in global content connectivity solutions, leveraging a vast and intelligent network spanning satellite and ground infrastructure to create, deliver and manage video and data solutions enabling customers to connect more people in more places with content that enriches their personal stories with knowledge, entertainment and opportunity.

These consolidated financial statements of SES were authorized for issue in accordance with a resolution of the Board of Directors on March 19, 2025. Under Luxembourg Law, the consolidated financial statements are approved by the shareholders at their Annual General Meeting.

Significant changes in the current period

Intelsat acquisition

On April 30, 2024, SES S.A. announced an agreement to purchase 100% of the equity of Intelsat Holdings S.à r.l. for a cash consideration of USD 3.1 billion (EUR 2.8 billion) and certain contingent value rights. The transaction is subject to relevant regulatory filings and clearances as well as customary provisions concerning cooperation and measures in seeking such regulatory clearances, which are expected to be received during the second half of 2025.

SES secured financing for the acquisition through an initial EUR 3 billion bridge facility dated April 30, 2024 (the Bridge Facility), and a USD 1 billion Term Loan A Facility dated June 14, 2024 (“TLA”). Upon entering the TLA, EUR 930 million of the Bridge Facility was canceled. Additionally, on September 12, 2024, the Company raised EUR 1 billion in Hybrid financing, which similarly led to the cancelation of an equivalent portion of the Bridge Facility.

Share buyback programme

A share buyback programme of EUR 150 million was completed in October 2024 in respect of Class-A shares with 24 million A-shares being purchased at an average price of EUR 5.22 per A-share and 12 million B-shares were purchased at an average price of EUR 2.09 per share The acquired shares will be canceled after the expiry of one year which will reduce the total number of voting and economic shares in issue.

Repurchase of Deeply Subordinated Fixed Rate Resettable Securities

Beginning on November 19, 2024 the Group initiated a programme to repurchase in the open market up to a nominal amount of EUR 100 million of its EUR 625 million Deeply Subordinated Fixed Rate Resettable Securities issued on May 27, 2021. These will be canceled in accordance with the terms and conditions of the Securities. See also Notes 24 and 37.

SpaceRISE signs concession contract to deliver Europe’s IRIS² connectivity network

On December 16, 2024 the SpaceRISE consortium, led by SES, signed a Concession Contract with the European Commission to design, deliver, and operate the innovative, multi-orbit “Infrastructure for

F-13

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Resilience, Interconnectivity and Security by Satellite” (“IRIS²”) sovereign connectivity system for a period of 12 years, with the network expected to provide services from the beginning of 2030. This will be the European Union’s (EU) preferred and trusted network to provide reliable, secure, and cost-effective communication solutions for governmental institutions, commercial organizations, and European citizens.

SES’s contribution to IRIS² will be to develop, procure, and operate 18 new MEO satellites providing 100% pole-to-pole coverage with carrier-grade connectivity solutions. SES expects to have rights to commercialise the MEO capacity and part of the LEO capacity of the IRIS² system. The compelling combination of high throughput data rates, low latency, service flexibility, and managed solutions will cater to EU’s sophisticated requirements, as well as allied nations and SES’s customers around the world. See also Notes, 23, 29 and 32.

Note 2—Summary of material accounting policies

Basis of preparation

The consolidated financial statements as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 have been prepared in compliance with IFRS Accounting Standards as issued by the International Accounting Standards Board (‘IASB’).

The consolidated financial statements have been prepared on a historical cost basis, except where fair value is required by IFRS Accounting Standards.

The consolidated financial statements are presented in euro (EUR). Unless otherwise stated, all amounts are rounded to the nearest million, except share and earnings per share data and audit and non-audit fee disclosures.

Changes in accounting policies

The accounting policies adopted for the year ended December 31, 2024 are consistent with those of the previous financial years, except for the following new and amended IFRS Accounting Standards, effective from January 1, 2024 and adopted by the Group, as well as changes in the accounting policy of orbital slot rights, as disclosed under “Significant accounting judgments and estimates”, below. Any new IFRS Accounting Standards amendments, effective from January 1, 2024 and not mentioned below are not applicable to the Group.

Amendments to IAS 1 on classification of liabilities as current or non-current

On January 23, 2020, the IASB issued “Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)”. The amendment will affect the presentation of liabilities in the consolidated statements of financial position. The amendment clarifies that the classification of a liability as current or non-current should be based on rights in existence at the end of the reporting period to defer settlement of a liability by at least 12 months. The amendment also clarifies that the classification of a liability should be unaffected by the entity’s expectations regarding whether it will exercise its rights to defer payment. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. The adoption of these amendments did not have any material impact on the Group’s consolidated financial statements.

Amendments to IAS 1 on non-current liabilities with covenants

On October 31, 2022, the IASB issued “Non-current Liabilities with Covenants”. These amendments clarify how conditions with which an entity must comply within twelve months after the reporting period affect the

F-14

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

classification of a liability. The amendments also aim to improve information an entity provides related to liabilities subject to these conditions. The amendments are effective for annual reporting periods beginning on or after January 1, 2024. The adoption of these amendments did not have any material impact on the Group’s consolidated financial statements.

New standards and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are relevant for the Group and effective for annual periods beginning on or after January 1, 2025 and have not been early adopted in preparing these consolidated financial statements:

Sale or contribution of assets between an investor and its associate or joint venture—Amendments to IFRS 10 and IAS 28

The IASB has made limited scope amendments to IFRS 10 (‘Consolidated Financial Statements’) and IAS 28 (‘Investments in Associates and Joint Ventures’) which clarify the accounting treatment for sales or contribution of assets between an investor and their associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations). Where the non-monetary assets constitute a business, the investor will recognize the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognized by the investor only to the extent of the other investor’s interests in the associate or joint venture. The amendments apply prospectively. The IASB decided to defer the application date of this amendment until such time as the IASB has finalized its research project on the equity method.

IFRS 18 Presentation and Disclosure in Financial Statements

On April 9, 2024, the IASB issued ‘IFRS 18 Presentation and Disclosure in Financial Statements’. This new standard focuses on updates to the statement of profit or loss. The key concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (management-defined performance measures) and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1, many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’.

IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Group has yet to assess the impact to its consolidated financial statements of the changes in presentation and disclosure required by IFRS 18.

Amendment to IFRS 9 and IFRS 7—Classification and Measurement of Financial Instruments

On May 30, 2024, the IASB issued ‘Amendment to IFRS 9 and IFRS 7—Classification and Measurement of Financial Instruments’. These amendments: clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with

F-15

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

features linked to the achievement of environment, social and governance (ESG) targets); and make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI). The amendments to IFRS 9 and IFRS 7 will be effective for annual reporting periods beginning on or after January 1, 2026, with early application permitted. The Group has yet to assess the impact of these amendments to its consolidated financial statements.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its controlled subsidiaries, after the elimination of all inter-company transactions. Subsidiaries are fully consolidated from the date the Company obtains control until such time as control ceases. The financial statements of subsidiaries are generally prepared for the same reporting period as the Company, using consistent accounting policies. If required, adjustments are made to align any dissimilar accounting policies that may exist. For details regarding the subsidiaries included in the consolidated financial statements see Note 38.

Total comprehensive income or loss incurred by a subsidiary is attributed to the non-controlling interest even if that results in a deficit balance. Should a change in the ownership interest in a subsidiary occur, without a loss of control, this is accounted for as an equity transaction.

Should the Group cease to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purpose of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

Non-controlling interests in the results and equity of subsidiaries are presented separately in the consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of financial position respectively.

Investments in joint arrangements

Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. Joint ventures are accounted for using the equity method whereby the interest is initially recognized at cost and is then adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture (including any long-term interest which, in substance, forms part of the Group’s net investment in the joint venture), the Group does not recognize further losses unless it has incurred obligations or made payments on behalf of the joint venture.

Unrealized gains on transactions between the Group and a joint venture are eliminated to the extent of the Group’s interest in the joint venture. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Financial statements of joint ventures are prepared for the same reporting year as the Group with adjustments made as necessary to bring the accounting policies used into line with those of the Group.

The Group assesses investments in joint ventures for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication of impairment exists, the carrying amount of the investment is compared with its recoverable amount, being the higher of its fair value less costs to sell and value-in-use. Where the carrying amount exceeds the recoverable amount, the investment is written down to its recoverable amount.

F-16

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The Group ceases to use the equity method of accounting on the date from which it no longer has joint control over the joint venture or when the investment is classified as held for sale.

Investments in associates

An associate is an entity in which the Group has significant influence but not control or joint control. The Group accounts for investments in associates using the equity method of accounting as described above. Goodwill relating to an associate is included in the carrying amount of the investment and is not amortized.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount within ‘Share of associates’ result’ in the consolidated income statements.

The Group’s share of post-acquisition profit or loss is recognized in the consolidated income statements, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals, or exceeds, its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. In general, the financial statements of associates are prepared for the same reporting year as the parent company, using consistent accounting policies. If required, adjustments are made to align any dissimilar accounting policies that may exist. For details regarding the associates included in the consolidated financial statements see Note 38.

Profits and losses resulting from upstream and downstream transactions between the Group and an associate are recognized in the Group’s consolidated financial statements only to the extent of unrelated investors’ interests in the associate. Dilution gains and losses arising in investments in associates are recognized in the consolidated income statements.

The Group ceases to use the equity method of accounting on the date from which it no longer has significant influence over the associate, or when the interest becomes classified as an asset held for sale.

Significant accounting judgments and estimates

1	Changes in accounting estimates

In 2024 management has made three changes to the judgments and estimates applied for the financial year ended December 31, 2023 as described below:

The alignment of the treatment of all orbital slot rights to be definite-life intangible assets

GEO orbital slot rights

Up until 2023, the Group’s accounting estimate concerning the appropriate useful economic life of GEO orbital slot rights has been that they will be of indefinite life unless there was something in the terms of the license to indicate that they could either not be renewed at the end of the term, or that such a renewal would not be at insignificant cost. Following this assumption, as at the end of 2023 the Group disclosed EUR 326 million of indefinite life orbital slot rights and EUR 107 million of definite-life rights.

The Company applied an indefinite life as it was expected that it would maintain operations at all the relevant GEO orbital locations and hence was consistent with the provision in paragraph 88 of IAS 38 below:

“An intangible asset shall be regarded by the entity as having an indefinite useful life when there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity.”

F-17

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The Company is now evolving in the direction of a multi-orbit provider of satellite services and hence is diverting a large part of its capital expenditure to non-GEO orbit satellite procurement. For that reason, the number of occupied operational GEO slots is likely to decline over time and management no longer believes that the level of certainty as to foreseeable future operations implied by paragraph 88 of IAS 38 is met.

For that reason, management has updated its estimate in this area such that all GEO orbital slot rights are now presented as definite-life assets. For those rights which were formerly presented as indefinite life assets, their residual carrying value will generally be amortized over the remaining life of the on-station satellite operating at that orbital position in accordance with the provisions of paragraph 90 of IAS 38. Where more than one satellite is collocated at one position then the latest end of depreciation life amongst those satellites is used. Where a replacement satellite for an orbital position has already been contracted, then the expected end of life of that replacement satellite is taken. Similarly, where the likelihood of procuring a replacement satellite is probable, then management calculates the end of life of that uncommitted replacement and applies it in computing the amortization life of the relevant orbital slight rights.

This change in accounting estimate for GEO orbital slot rights which came into effect on January 1, 2024, triggered an impairment test as at that date under the provisions of paragraph 10 of IAS 36. This test resulted in a net reversal of previous impairments of EUR 29 million. As there were no changes to the business plan since the impairment tests performed as at December 31, 2023, the net reversal was caused by the reduction in useful lives explained above (causing a reduction in cash flows taken into account in the valuation) which is more than offset by the impact of the disaggregation of regional cash-generating units used in the monitoring of GEO orbital slot rights explained below (see ii. below).

MEO orbital slot rights

Concerning MEO orbital rights, these had a brought forward carrying value of EUR nil as at December 31, 2024, reflecting an impairment charge of EUR 1,166 million recorded in 2023. Up until 2023 the Company had presented its MEO slot rights as indefinite life intangible assets, consistent with the approach taken for most of the GEO orbital slot rights. The Group continues to build out its MEO constellation as a key element of its commercial offering and strategic positioning with the latest generation of MEO satellites having entered service in April 2024 with the six initial mPOWER satellites. The upgraded second-generation constellation of seven mPOWER satellites is expected to be fully in service in 2027. These mPOWER satellites operate on an equatorial orbital plane using a combination of frequency filings which were assembled to facilitate operations on that plane.

The Company currently expects future MEO operations to operate on multiple orbital planes offering full ‘pole-to-pole’ coverage. This is the fleet configuration underpinning the Company’s proposal in the IRIS² Concession Contract with the European Commission which was submitted in final form to the Commission in the third quarter of 2024 and which was incorporated in the final Concession Contract signed in December 2024. Given the above, management’s estimate for the useful economic life of current MEO orbital slot rights is that these should also be presented as definite-life intangible assets with a useful life anchored to the expected end of depreciation life of the upgraded second mPOWER constellation.

The overall impact of the change in accounting estimate for GEO and MEO orbital slot rights has been an increase of EUR 63 million in the amortization versus what would have been recorded using the previous estimate (see Note 16).

ii.

Disaggregation of regional cash-generating units used in the monitoring of GEO orbital slot rights

In recent years the Company has tested the carrying value of its orbital slot rights by grouping them into three regional groupings (Europe, North America and International). These regional groupings were based on the assumption of inter-operability of the Group’s services from different slots within the same region

F-18

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

and hence the view that these inflows did not meet the threshold for mutual independence required for separate cash generating units under IAS 38.

Reflecting the comments in point i above, it is likely that less investment in specifically GEO orbit satellites will occur – and hence the options for interoperability of regional GEO operations will decline. Furthermore, there were few examples in recent years where the provision of customer services was switched between different satellites in the same region. For these reasons, management believes that this interoperability premise – and resultant regional groupings of orbital slot rights for the impairment testing of orbital slot rights—should be revised. Whilst this switch of investment to non-GEO constellations has been a trend for some time, the significant additional investments in the new mPOWER satellites on mid-Earth orbit are very much reinforcing that trend. Hence management has elected with effect from January 1, 2024, to disaggregate those regional cash-generating units and instead look at the carrying value of our orbital slot rights on a slot-by-slot basis; combined as a cash-generating unit (‘CGU’) with the satellite(s) operating at that specific orbital position as described in section i above.

iii.

Grouping of regional cash-generating units used in the impairment testing of GEO goodwill

For the financial years from 2021 to 2023, management disaggregated the former single global GEO CGU into three regions (Europe, North America and International) to align it with the approach taken for the testing of orbital slot rights and to reflect the material regional cash inflows expected to be realized through the commercialization of the group’s portfolio of orbital slot rights; specifically in North America due to the C-band repurposing project in the U.S. following the adoption by the Federal Communications Commission of its Report and Order and Order of Proposed Modification to clear a 300 MHz band of C-band downlink spectrum between 3,700 and 4,000 MHz.

The Company completed the activities necessary to implement that repurposing in 2023 and received the final tranche of the C-Band Accelerated Relocation Payments in that year. No projects of similar materiality have currently been initiated and the specific organizational and reporting activities associated with that C-Band activity have been disbanded.

The combination of the above with the disaggregation of the regional CGUs for the impairment testing purposes of orbital slot rights, leads management to believe that the return to a single global GEO better reflects how the remaining goodwill is being monitored, and has hence reverted to this approach with effect from January 1, 2024.

There were no additional impairment reversal or charges resulting from this change in estimate.

Judgments

Other than the changes in accounting estimates mentioned above, in the process of applying the Group’s accounting policies, management has made the following judgments, apart from those involving estimations, which have the most significant effect on the amounts recognized in the financial statements.

Taxation

The Group operates in numerous tax jurisdictions and management is required to assess tax issues and exposures across its entire operations and to accrue for potential liabilities based on its interpretation of country-specific tax law and best estimates. In conducting this review management assesses the magnitude of the issue and the likelihood, based on experience and specialist advice, as to whether it will result in a liability for the Group. If this is deemed to be the case, then a provision is recognized for the potential taxation charges. More details are given in Notes 9 and 28.

One significant area of management judgement is around transfer pricing. Whilst the Group employs dedicated members of staff to establish and maintain appropriate transfer pricing structures and documentation, judgement still needs to be applied, and hence potential tax exposures can be identified

F-19

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

in the different jurisdictions where the Group operates. The Group, as part of its overall assessment of liabilities for taxation, reviews in detail the transfer pricing structures in place and records provisions where this seems appropriate on a case-by-case basis.

ii.

The impact of changes in inflation and interest rates

The Group has considered the potential impact of changes in inflation and interest rates during the period on its financial statements particularly in its estimations of future cash flows and assumptions about financing costs.

The main effect observed in 2024 has been an increase in discount rates applied to USD flows used to reflect the time value of money and adjustments to cash flows to account for an increase in risk-free rates. The discount rates applied to EUR flows were unchanged as a decrease in corporate spreads offset an increase in the market-capitalization-based firm-specific risk premium. The main effect observed in 2023 has been a decrease in discount rates used to reflect the time value of money and adjustments to cash flows to account for the effect of general inflation principally impacting the valuation of assets. The main effect observed in 2022 has been an increase in discount rates used to reflect the time value of money and adjustments to cash flows to account for the effect of general inflation principally impacting the valuation of assets. Please refer to Note 16 (‘Intangible assets’) for further details.

iii.

Consolidation of entities in which the Group holds 50% or less

The Group consolidates a subsidiary where it has: power over the subsidiary; exposure, or rights, to variable returns from that subsidiary; and the ability to use its power over the subsidiary to affect the amount of the Group’s returns.

•

Al Maisan Satellite Communication LLC (trading as ‘Yahlive’)

Management has concluded that the Group controls Yahlive even though it holds a 35% economic interest in the company since it has the majority of the voting rights on Yahlive’s Board of Directors and there are no voting rights at the shareholder level which could affect SES’ control. SES has effective control over the relevant activities of Yahlive, such as budget approval, appointment and removal of the Chief Executive Officer and senior management team members as well as over the appointment or removal of the majority of the members of the Board of Directors. The entity is therefore consolidated with a 65% non-controlling interest (see Note 25).

•

LuxGovSat S.A. (‘LuxGovSat’)

SES and the Luxembourg government jointly incorporated LuxGovSat subscribing equally in the equity of the company. Management has concluded that the Group controls LuxGovSat since it has effective control over the relevant activities of the entity. Also, the Directors of the LuxGovSat appoint the senior management of the company and the Board is controlled by SES since, although both SES and the Luxembourg state have four directors each, SES appoints the Chairman who has a casting vote. It is therefore consolidated with a 50% non-controlling interest (see Note 25).

•

West Africa Platform Services Ltd, Ghana (‘WAPS’)

Management has concluded that the Group controls WAPS even though it holds a 49% economic interest in the company since it has the majority of the voting rights on the company’s board of directors and there are no voting rights at the shareholder level which could affect SES’ control. Through control over the selection of key management positions and oversight of the company’s day-to-day operations, the Company has the requisite powers to control and consolidate the company with a 51% non-controlling interest. Note that the Company disposed of its interest in WAPS during the fourth quarter of 2024.

F-20

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

•

Luxembourg Space Sector Development SCSp

Management has concluded that the Group controls this entity since whilst SES and the Government of Luxembourg have equal voting rights in the fund’s Investor Committee, and hence jointly set the investment policy and approve investments, an SES affiliate, in its capacity as fund manager, oversees all day-to-day management and investment aspects of the fund and retains the decision-making power with regard to any decision not specifically attributed to the Investor Committee.

iv.

SES Space and Defense, Inc. (‘SES SD’—formerly SES Government Solutions, Inc.)

SES SD and its 100% subsidiary Global Enterprise Solutions Inc. acquired on August 1, 2022, are subject to specific governance rules and are managed through a Proxy Agreement agreed with the Defense Security Service (‘DSS’) department of the US Department of Defense (‘DOD’). The DSS is a governmental authority responsible for the protection of information deemed classified or sensitive with respect to the national security of the United States of America. A proxy agreement is an instrument intended to mitigate the risk of foreign ownership, control or influence when a foreign person acquires or merges with a US entity that has a facility security clearance. A proxy agreement conveys a foreign owner’s voting rights to proxy holders, comprising the proxy board. Proxy holders are cleared US citizens approved by the DSS.

The DSS requires that SES SD enter into a proxy agreement because it is indirectly owned by SES and SES SD has contracts with the DOD which contain classified information. The Proxy Agreement enables SES SD to participate in such contracts with the US Government despite being owned by a non-US corporation.

As a result of the Proxy Agreement, certain limitations are placed on the information which may be shared, and the interaction which may occur, between SES SD and other Group companies. The Proxy Holders, besides acting as directors of SES SD, are entitled to vote in the context of a trust relationship with SES on which basis their activity is performed in the interest of SES’s shareholders and of US national security.

SES’s assessment of the effective control over the relevant activities of SES SD encompassed the activities of operating and capital decision making, the appointment and remuneration of key management, and the exposure to the variability of financial returns based on the financial performance of SES SD.

Based on this assessment, SES concluded that, from an IFRS 10 perspective, SES has, and is able to exercise, power over the relevant activities of SES SD and has an exposure to variable returns from its involvement in SES SD—and therefore controls the entity.

3	Estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year(s), are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in revisions to the assumptions when they occur.

Impairment testing for goodwill, definite-life intangible assets, and space segment assets including assets under construction

The Group performs impairment tests to determine whether goodwill, definite-life intangible assets (principally orbital slot rights), and space segment assets (including assets under construction) are

F-21

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

impaired. Impairment testing procedures are performed annually, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If any such indication exists, the Group determines an estimate of the recoverable amount, as the higher of: (1) the fair value less cost of disposal and, (2) its value-in-use, to determine whether the recoverable amount exceeds the carrying amount included in the consolidated financial statements. The annual impairment tests are performed as of December 31 each year. The recoverable amounts are determined based on a value-in-use calculation using the five-year business plans approved by the board of directors.

Establishing the value-in-use requires the Group to make an estimate of the expected future post-tax cash flows from the CGU and to choose a suitable post-tax discount rate and post-business plan growth rate to calculate the present value of those cash flows. For the Group’s slot-satellite CGUs, the estimation of the value-in-use also requires estimations of the future commercial revenues to be generated by each slot and the satellites located therein, particularly related to new markets or services, the impact of past in-orbit anomalies and their potential impact on the satellite’s ability to provide its expected commercial service, and the amount and timing of future capital expenditures to maintain those revenues, if required.

The calculations of value-in-use are most sensitive to:

Movements in the underlying business plan assumptions

Business plans are drawn up annually and provide an assessment of the expected developments for a five-year period beyond the end of the year when the plan is drawn up. These business plans reflect both the most up-to-date assumptions concerning the CGU’s markets and business trends. For the provision of satellite capacity these will particularly consider the following factors:

•

revenue: based on expected developments in transponder fill rates, including the impact of replacement capacity, and customer pricing;

•

capital expenditure: any changes in the expected capital expenditure cycle, for example due to the technical degradation of a satellite or the need for replacement capacity; and any changes in satellite procurement, launch or cost assumptions, including launch schedules.

Changes in discount rates

Discount rates reflect management’s estimate of the risks specific to each CGU. Management uses a post-tax weighted average cost of capital as discount rate for each CGU. This reflects market interest rates of twenty-year bonds in the market concerned, the capital structure of businesses in the Group’s business sector, and other factors, as necessary, applied specifically to the CGU concerned.

Changes in growth rate assumptions

Growth rate assumptions used to extrapolate cash flows beyond the business plan period are based on commercial experience relating to the CGUs concerned and the expectations for developments in the markets which they serve.

Recoverability of deferred tax assets

The Group recognizes deferred tax assets primarily in connection with the carry-forward of unused tax losses and tax credits. The Group reviews the tax position in the different jurisdictions in which it operates to assess the need to recognize such assets based mainly on projections of taxable profits to be generated in each of those jurisdictions. The carrying amount of each deferred tax asset is reviewed at each reporting date and reduced to the extent that current projections indicate that it is no longer probable that sufficient taxable profits will be available to enable all, or part, of the asset to be recovered.

F-22

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

iii

Expected credit losses on trade receivables and unbilled accrued revenue

The Group estimates expected credit losses on trade receivables and unbilled accrued revenues using a provision matrix based on loss expectancy rates and forward-looking information. The Group records additional losses if circumstances or forward-looking information cause the Group to believe that an additional collectability risk exists which is not reflected in the loss expectancy rates (Note 22).

Insurance claim in connection with first generation mPOWER satellites

In 2023, health issues emerged with the initial four mPower satellites, prompting SES to initiate insurance claims under its ‘Launch plus sixteen months’ insurance policies. The Company submitted Proof-of-Loss documentation to its insurers and negotiations with those companies were initiated in 2024 and will continue beyond the year-end. In the absence of formal acceptance of the claims by most of the external insurers, management is of the view that these claims qualify as contingent assets in the sense of IAS 37. Accordingly, income is only recognized when claims with individual insurers are agreed and settled.

Reimbursement of costs associated with C-band repurposing

As detailed in SES’s Transition Plan initially disclosed to the public in September 2021, SES’s strategy included the development of six satellites (four operational satellites and two spare satellites) to meet the deadlines for releasing the C-band spectrum. This strategy incurred significant expenditures, which are being substantially reimbursed by the Relocation Payment Clearinghouse (‘RPC or ‘Clearinghouse’—refer also to Note 36).

As of December 31, 2024, SES has received reimbursements totaling USD 1,314 million from the Clearinghouse. There remains an outstanding unpaid receivable of USD 91 million (EUR 87 million) as of December 31, 2024 (compared to EUR 350 million as of December 31, 2023) related to these reimbursements.

Management believes that this outstanding balance will be refunded based on the track record of past refunds, which indicate that the majority of SES’s claims have been approved and refunded. Ongoing discussions with the Clearinghouse suggest a mutual interest in expediting the remaining satellite reimbursements.

Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred for the acquisition of the subsidiary is measured as the aggregate of the:

•

fair value of the assets transferred;

•

fair value of liabilities incurred to the former owners of the acquired business;

•

fair value of equity interests issued by the Group;

•

fair value of any asset or liability resulting from a contingent consideration agreement; and

•

fair value of any pre-existing equity interest in the subsidiary.

For each business combination, SES measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in other operating expenses.

When the Group acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Assets acquired, and liabilities assumed, are recognized at fair value.

F-23

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The excess of the:

•

consideration transferred;

•

amount of any non-controlling interest in the acquired entity; and

•

acquisition-date fair value of any previous equity interest in the acquired entity;

over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. If the business combination is achieved in stages, the acquisition date carrying value of the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by SES will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset, or a liability, will be recognized in profit or loss.

Property, plant and equipment

Property, plant and equipment is initially recorded at historical cost, representing either the acquisition or manufacturing cost. Satellite cost includes the launcher and launch insurance. The impact of changes resulting from a revision of management’s estimate of the cost of property, plant and equipment is recognized in the consolidated income statements in the period concerned.

Right-of-use assets are measured at cost comprising the following:

•

the amount of the initial measurement of the corresponding lease liability;

•

any payments made at or before the commencement date of the lease, less any lease incentives received;

•

any initial direct costs; and

•

restoration costs.

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a term of twelve months or less. Low-value assets comprise IT-equipment and small items of office furniture. Costs for the repair and maintenance of these assets are recorded as an expense.

Property, plant and equipment is depreciated using the straight-line method, generally based on the following useful lives:


• Buildings		Up to 40 years
• Space segment assets		3 to 18 years
• Ground segment assets		3 to 15 years
• Other fixtures, fittings, tools and equipment		3 to 15 years
• Right-of-use assets		6 to 12 years

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on the derecognition of an asset is included in the consolidated income statements in the period the asset is derecognized. The residual values, remaining useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted where necessary.

F-24

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

For reimbursable capitalized costs related to the procurement of satellites, launches, and upgraded ground facilities as part of the U.S. C-band repurposing project, the Group applies government grant accounting. The Group records credits to the recorded book values of the related asset when the costs have been incurred, and the Group has obtained reasonable assurance that the costs will be reimbursed and that it will comply with the requirements attached to the reimbursement. See additional information in Note 36.

Assets in the course of construction

This caption includes primarily satellites under construction. Costs directly attributable to the purchase of a satellite and bringing it to the condition and location to be used as intended by management, such as launch costs and other related expenses like ground equipment and borrowing costs, are capitalized as part of the cost of the asset.

The cost of satellite construction may include an element of deferred consideration to satellite manufacturers referred to as satellite performance incentives. SES is contractually obligated to make these payments over the lives of the satellites, provided the satellites continue to operate in accordance with contractual specifications. Therefore, SES accounts for these payments as deferred financing, capitalizing the present value of the payments as part of the cost of the satellites and recording a corresponding liability to the satellite manufacturers. An interest expense is recognized on the deferred financing and the liability is accreted based on the passage of time and reduced as the payments are made.

Once the asset is satellite enters operational service, the costs are transferred to assets in use and depreciation commences.

Borrowing costs

Borrowing costs directly attributable to the construction or production of a qualifying asset are capitalized during the construction period as part of the cost of the asset. All other borrowing costs are recognized as an expense in the period in which they are incurred.

Intangible assets

Goodwill

Goodwill is measured as described in the accounting policy for business combinations set out in Note 2.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing, goodwill from the acquisition date is allocated to each of the Group’s CGUs that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units.

The carrying value of acquisition goodwill is not amortized, but rather is tested for impairment annually, or more frequently if required to establish whether the value is still recoverable. The recoverable amount is defined as the higher of: (1) fair value less costs to sell and, (2) value-in-use. Impairment expenses are recorded in the consolidated income statements. Impairment losses relating to goodwill cannot be reversed in future periods.

The Group estimates value-in-use based on the estimated discounted cash flows to be generated by a CGU, generally using the five-year business plans approved by the Board of Directors. Beyond a five-year period, cash flows are usually estimated on the basis of stable rates of growth or decline, although longer periods may be considered where relevant to accurately calculate the value-in-use.

F-25

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, then the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on its disposal. Goodwill disposed of in this situation is measured based on the relative values of the operation disposed of and the portion of the CGU unit retained.

2	Other intangibles

i	Orbital slot rights

Other intangibles consist mainly of rights of usage of orbital frequencies. The Group is authorized by governments to operate satellites at certain orbital locations. Governments acquire rights to these orbital locations through filings made with the International Telecommunication Union (‘ITU’), a sub-organization of the United Nations. The Group will continue to have rights to operate at its orbital locations so long as it maintains its authorizations to do so. The straight-line amortization lives applied from January 2024 range from 1 to 21 years.

As noted above, beginning in 2024 the Company treats all orbital slot rights as definite-life assets which are amortized over the depreciation lives of the corresponding on-station satellites or their expected successor spacecraft where relevant. Orbital rights acquired for a non-cash consideration are initially measured at the fair value of the consideration given.

ii	Customer relationships

Customer relationships relate to customer contracts acquired as part of a business combination. They are recognized at their fair value at the date of acquisition, based on internal analysis or more commonly through a third-party valuation at the time of the business combination, and are subsequently amortized on a straight-line based over the expected useful economic life of the asset. The current customer relationship asset is being amortized on a straight-line basis over a 15-year period.

iii	Software and development costs

Costs associated with maintaining computer software are recognized as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met:

•

it is technically feasible to complete the software product so that it will be available for use;

•

management intends to complete the software product and use or sell it;

•

there is an ability to use or sell the software product;

•

it can be demonstrated how the software product will generate probable future economic benefits;

•

adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and

•

the expenditure attributable to the software product during its development can be reliably measured.

Impairment of other intangible assets, property, plant & equipment and assets in the course of construction

The Group assesses at each reporting date whether there is an indication that the carrying amount of the assets may not be recoverable. If such an indication exists then the recoverable amount of the asset or CGU

F-26

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

is reviewed to determine the amount of the impairment, if any. Assets other than goodwill that suffered an impairment in previous periods are reviewed for possible reversal of the impairment at the end of each reporting period.

Impairments can arise from complete or partial failure of a satellite as well as other changes in expected discounted future cash flows. Such impairment tests are based on a recoverable value determined using estimated future cash flows and an appropriate discount rate. The estimated cash flows are based on the most recent business plans. If an impairment is identified, the carrying value will be written down to its recoverable amount.

Other financial assets

The Group classifies its financial assets in the following measurement categories:

•

those to be measured subsequently at fair value through profit or loss; and

•

those to be measured at amortized cost.

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not remeasured to fair value through the consolidated income statements, transaction costs directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value and revalued through the consolidated income statements are expensed in the period when they were incurred. All regular purchases and sales of financial assets are recognized on the date that the Group is committed to the purchase or sale of the asset.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Equity investments

Unless SES has significant influence, the Group measures all equity investments at fair value. Changes in the fair value of financial assets are recognized in the consolidated income statements.

Deferred customer contract costs

Deferred customer contract costs relate to expenses incurred to fulfil customer contracts, which are directly related to those contracts. Deferred customer contract costs are expensed on a straight-line basis over the term of the contracts, consistent with the pattern of recognition of the associated revenue.

Inventories

Inventories primarily consist of equipment held for re-sale, work-in-progress, related accessories and network equipment spares and are stated at the lower of cost and net realizable value, with cost determined on a weighted average-cost method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Obsolescence provisions are recorded on a category-by-category basis for ground equipment as required based on management’s review of inventory turnover and aging and business projections concerning future customer requirements.

F-27

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Trade receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. For impairment of trade receivables, the Group estimates expected lifetime credit losses that would typically be carried for each receivable based on the credit risk class upon the initial recognition of the receivables. Expected lifetime credit losses are estimated based on historical financial information as well as forward-looking data. Additional provisions are recognized when specific circumstances or forward-looking information led the Group to believe that additional collectability risk exists with respect to customers that are not adequately reflected in loss expectancy rates. The Group writes off trade receivables when it has no reasonable expectation of recovery. The Group evaluates the credit risk of its customers on an ongoing basis.

Trade and other payables

Trade and other payables are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method.

Prepayments

Prepayments represent expenditures paid during the financial year but relating to a subsequent financial year. The prepaid expenses comprise mainly insurance, rental of third-party satellite capacity, advertising expenses as well as loan origination costs related to loan facilities which have not been drawn.

Treasury shares

Treasury shares are mostly acquired by the Group in connection with share-based compensation plans and are presented as a set off to equity in the consolidated statements of financial position. Gains and losses on the purchase, sale, issue or cancelation of treasury shares are not recognized in the consolidated income statements, but rather in the equity.

Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and on hand, deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value. Cash on hand and in banks and short-term deposits which are held to maturity are carried at amortized cost.

Revenue recognition

Revenues are generated predominantly from customer service agreements for the provision of satellite capacity over contractually agreed periods, including short-term occasional use capacity, with the associated uplinking and downlinking services as appropriate. Other revenue-generating activities mainly include sale of customer equipment; platform services; subscription revenue; income received in connection with satellite interim missions; installation and other engineering services and proceeds from the sale of transponders if the revenue recognition criteria for the transaction are met.

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue as and when control of a good or service is transferred to a customer.

F-28

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Contract modifications are accounted for either as a separate contract or as part of the existing contract, depending on the nature of the modification. The Group accounts for a modification as a separate contract if:

•

the scope of the contract increases because of the addition of distinct goods or services, and

•

the price of the contract increases by an amount of consideration that reflects the stand-alone selling prices of the additional goods or services.

A modification that does not meet the above criteria to be accounted for as a separate contract is accounted for as an adjustment to the existing contract, either prospectively or through a cumulative catch-up adjustment. The determination depends on whether the remaining goods or services to be provided to the customer under the modified contract are distinct from those already provided, in which case the modification results in a prospective adjustment to revenue recognition.

For contracts in which the Group sells multiple goods and services, the Group evaluates at contract inception whether the goods and services represent separate performance obligations. The Group offers contracts for the provision of satellite capacity services, sale of equipment and a bundle of satellite capacity services, equipment, and services such as service-type warranties. Revenue is recognized separately for capacity, equipment, and services such as service-type warranties as the goods and services are separately identifiable, and the customer can benefit from the goods or services on their own or with other readily available resources. When they represent separate performance obligations, the Group allocates consideration to the goods and services based on relative standalone selling prices using either an expected cost plus a margin approach or an adjusted market assessment approach. When they do not represent separate performance obligations, the Group records revenue related to the single performance obligation over the contract period.

Where a contract contains elements of variable consideration, the Group estimates the amount of variable consideration to which it will be entitled under the contract. Variable consideration can arise, for example, as a result of variable prices, incentives or other similar items. Variable consideration is only included in the transaction price if, and to the extent that, it is highly probable that its inclusion will not result in a significant revenue reversal in the future when the uncertainty has been subsequently resolved.

The Group occasionally receives non-cash consideration as part of a revenue transaction. The Group measures non-cash consideration at fair value unless it is unable to reasonably estimate fair value, in which case the Group measures the consideration indirectly based on the standalone selling price of the goods or services promised to the customer.

Revenue from provision of satellite capacity, communications infrastructure services, and related services

For the Group’s contracts to provide satellite capacity, communications infrastructure services, and related services, the Group makes the services available to customers in a series of time periods that are distinct and have the same pattern of transfer to the customer. The increments of time can vary from hours to months. This applies whether we provide the satellite capacity services for a contract using a single transponder or multiple transponders, or for a contract using a single beam or multiple beams on one or several satellites. The distinct units of volume of satellite capacity for each contract are substantially the same and have the same pattern of transfer to the customer and therefore are treated as a single performance obligation. Revenue from customers under service agreements for these services is generally recognized on a straight-line basis over the duration of the respective contracts, including any free-of-charge periods. Using a straight-line measure of progress most faithfully depicts the Group’s performance because the Group makes available a consistent level of capacity over each distinct time period. For certain performance obligations, we use a cost-based input method to recognize revenue if we determine that a basis reflecting the costs incurred to date relative to the total costs expected to be incurred better reflects the pattern of transfer of

F-29

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

control of the services to the customer. Revenue will cease to be recognized if there is an indication of a significant deterioration in a customer’s ability to pay for the remaining goods or services.

Revenue from the sale of equipment

SES equipment may be sold either on a standalone basis for which one contract includes only a sale of equipment or as part of a bundle for which one contract includes the sale of capacity, equipment, and lifecycle services.

When equipment is sold on a standalone basis, the Group recognizes revenue for the sale of equipment at a point in time when it transfers control of the equipment to the customer, which is typically when the Group transfers title, physical possession, and the significant risks and rewards of the equipment to the customer. The Group’s equipment contracts do not typically contain a right of return.

When equipment is sold on a bundle basis together with other services, the Group determines the level of customization of the equipment being sold. Our customers typically may use the equipment we sell interchangeably with satellite capacity provided by the Group or other satellite operators and do not require significant integration, customization, or modification services. Such equipment is treated as a separate performance obligation from the bundle and is recognized in the same manner as equipment sold on a standalone basis as described above.

The Group may offer warranties on equipment. Our warranties that are separately priced or offered as extended warranties lasting more than one year provide a service beyond ensuring the goods will function as expected and are considered service-type warranties. The Group treats service-type warranties as separate performance obligations and recognizes revenue on a straight-line basis over the duration of the warranty period. Using a straight-line measure of progress most faithfully depicts the Group’s performance due to the nature of the Group’s stand ready obligation during the warranty period. The Group also offers standard warranties with contract durations which are typically one year, require us to repair or replace a delivered good if it does not function as expected, and represent assurance-type warranties. Standard warranties do not represent performance obligations separate from the related equipment, and revenue related to standard warranties is recognized at the same time as the related equipment.

Subscription revenue

The subscription revenue related to HD Plus services is recorded on a linear basis over the term of the subscription agreement.

Revenue generated by engineering services

For engineering services, the Group recognizes revenue over time on a basis reflecting the costs incurred to date relative to the total costs expected to be incurred since this best reflects the pattern of transfer of control of the services to the customer.

Lease income

Lease income from operating leases where the Group is lessor is recognized on a straight-line basis over the lease term. The respective right-of-use assets are included in the consolidated statements of financial position together with other assets of the same category.

F-30

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

C-band repurposing income

Income from successfully meeting the separate Phase 1 and Phase 2 C-band Accelerated Relocation Payment deadlines was recognized when the Group had successfully completed Phase 1 and Phase 2 Accelerated Relocations, respectively, and had received validation of the respective relocation certification from the U.S. Federal Communications Commission’s (“FCC”) Wireless Telecommunications Bureau.

Income arising from settlements from the Clearinghouse are recognized when the expenses have been incurred, and the Group has obtained reasonable assurance that the costs will be reimbursed and that it will comply with the requirements attached to the reimbursement. The Group believes it obtains such reasonable assurance either when the RPC specifically validates the costs as being reimbursable, or where the costs fall within applicable cost ranges published by the Clearinghouse in its cost catalogue. More details are given in Note 36.

Other income

Other income arising from settlements under insurance claims and decreases in provisions for in-orbit incentives are recognized when they are virtually certain of being realized. Other income is presented as part of revenue due to its relative insignificance.

Contract assets and contract liabilities

Assets and liabilities related to contracts with customers include trade receivables, unbilled accrued revenue, deferred customer contract costs, and deferred income.

Customer payments received in advance of the provision of service are recorded as contract liabilities and presented as ‘Deferred income’ in the consolidated statements of financial position. For significant advance payments, interest is accrued on the amount received at the effective interest rate at the time of receipt. The Group’s contracts at times contain prepayment terms that range from one month to one year in advance of providing the service. Since the period of time between when the Group transfers a promised good or service to a customer and when the customer pays for that good or service is one year or less, the Group does not make an adjustment to the transaction price for the effects of a significant financing component.

The unbilled portion of recognized revenues is recorded as a contract asset and presented as ‘unbilled accrued revenue’ within ‘Trade and other receivables’, allocated between current and non-current as appropriate.

Customer payments are generally due in advance or by the end of the month of capacity service.

Dividends

The Company declares dividends after the consolidated financial statements for the year have been approved. Accordingly, dividends are recorded in the subsequent year’s consolidated financial statements.

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

F-31

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated income statements over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognized as origination costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs.

Current taxes

Current tax assets and liabilities for current and prior periods are measured at the amount expected to be recovered from, or paid to, the tax authorities. The tax rates and laws used to compute these amounts are those enacted, or substantively enacted, at the reporting date.

Deferred taxes

Deferred tax is determined using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

•

where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

•

in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled, and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilized except:

•

where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

•

in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

F-32

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates and tax laws which have been enacted, or substantively enacted, at the reporting date.

Deferred taxes are classified according to the classification of the underlying temporary difference either as income or as an expense included in profit or loss, or in other comprehensive income or directly in equity.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognized subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognized in profit or loss.

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Translation of foreign currencies

The consolidated financial statements are presented in euro (EUR), which is the Company’s functional and presentation currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded in the entity’s functional currency at the exchange rate prevailing at the date of the transaction. The cost of non-monetary assets is translated at the rate applicable at the date of the transaction. All other assets and liabilities are translated at closing rates of the period. During the year, expenses and income expressed in foreign currencies are recorded at exchange rates which approximate the rate prevailing on the date they occur or accrue. All exchange differences resulting from the application of these principles are included in the consolidated income statements.

The Group considers that monetary long-term receivables or loans with a subsidiary that is a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the entity’s net investment in that foreign operation. The related foreign exchange differences and income tax effect of the foreign exchange differences are included in the foreign currency translation reserve within equity. On disposal of a foreign operation, the deferred cumulative amount recognized in equity relating to that foreign operation is reclassified to the consolidated income statements.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

The assets and liabilities of consolidated foreign operations are translated into euro at the year-end exchange rates, while the income and expense items of these foreign operations are translated at the average exchange rate of the year. The related foreign exchange differences are included in the foreign currency translation reserve within equity. On disposal of a foreign operation, the deferred cumulative amount recognized in equity relating to that foreign operation is reclassified to the consolidated income statements as part of the gain or loss on disposal.

The US dollar exchange rates used by the Group during the year were as follows:

Average rate
for 2024

Closing rate
for 2024

Average rate
for 2023

Closing rate
for 2023

Average rate
for 2022

Closing rate
for 2022

USD

1.0863

1.0389

1.0797

1.1050

1.0555

1.0666

F-33

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Basic earnings per share

The Company’s capital structure consists of Class A and Class B shares, entitled to the payment of annual dividends as approved by the shareholders at their annual meetings. Holders of Class B shares participate in earnings and are entitled to 40% of the dividends payable per Class A share. Basic earnings per share is calculated by dividing the net profit attributable to ordinary shareholders, adjusted by deducting the assumed coupon, net of tax, on the perpetual bonds, by the weighted average number of common shares outstanding during the period as adjusted to reflect the economic rights of each class of shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to reflect the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

Hedge of a net investment in a foreign operation

Changes in the fair value of a derivative or non-derivative instrument that is designated as a hedge of a net investment are recorded in the foreign currency translation reserve within equity to the extent that it is deemed to be an effective hedge. The ineffective portion is recognized in the consolidated income statements as a financial income or expense.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, the hedge no longer qualifies for hedge accounting, or the Group revokes the designation. At that point in time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the period.

The Group formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes allocating all derivatives that are designated as net investment hedges to specific assets and liabilities in the consolidated statements of financial position. The Group also formally assesses both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, the Group will discontinue hedge accounting prospectively. The ineffective portion of hedge is recognized in profit or loss.

Derecognition of financial assets and liabilities

1	Financial assets

A financial asset is derecognized where:

•

the right to receive cash flows from the asset has expired;

•

the Group retains the right to receive cash flows from the asset but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement;

•

the Group has transferred its rights to receive cash flows from the asset and either;

•

has transferred substantially all the risks and rewards of the asset; or

•

has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of that asset.

F-34

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

2	Financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged, canceled or expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amount is recognized in profit or loss.

Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount reported in the consolidated statements of financial position, when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

Accounting for pension obligations

The Company and certain subsidiaries operate defined contribution pension plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions to a third-party financial institution. The Group has no legal or constructive obligation to pay further contributions if the financial institution’s pension fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

The Group has no significant defined benefit pension plans.

Share-based payments

1	Equity-settled share-based compensation plans

Employees (including senior executives) of the Group receive remuneration in the form of share-based compensation transactions, whereby employees render services as consideration for equity instruments (‘equity-settled transactions’). The cost of equity-settled transactions is measured by reference to the fair value at the date on which they are granted. The fair value is determined by an external valuer using a binomial model for the Stock Appreciation Rights Plan (‘STAR Plan’) and Equity Based Compensation Plan comprising options (‘EBCP Option Plan’). The fair value of EBCP RS is estimated at the date of the grant by restating discounted dividends from share price and taking into account the terms and conditions upon which the shares were granted. The fair value of EBCP PS is estimated at the date of the grant using a Monte-Carlo simulation model and taking into account the terms and conditions upon which the shares were granted. Further details are given in Note 26. In valuing equity-settled transactions, no account is taken of any non-market performance conditions, the valuation being linked only to the price of the Company’s shares, if applicable.

The cost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the

F-35

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

relevant employees become fully entitled to the award (the vesting date). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The consolidated income statements charge or credit for a period represents the movement in the cumulative expense recognized as at the beginning and end of that period. No expense is recognized for awards that do not ultimately vest.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 12).

2	Cash-settled share-based compensation plans

A liability is recognized for the fair value of cash-settled transactions. The fair value is measured initially at each reporting date up to and including the settlement date, with changes in fair value recognized in employee benefits expense. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. Further details are given in Note 26.

Deeply Subordinated Fixed Rate Resettable Securities

The Deeply Subordinated Fixed Rate Securities (“Perpetual Bond”) issued by the Company are classified as equity when the Company has no contractual obligation to redeem the securities, and coupon payments may be deferred under certain circumstances (more details are given in Note 24) and recorded at fair value at inception. Subsequent changes in fair value are not recognized in equity. Coupon accruals are considered in the determination of earnings for calculating earnings per share (see Note 12).

Subsequent changes in fair value are not recognized in the financial statements. The Perpetual Bonds are presented as borrowings from the point at which the Group issues a Notice of Redemption to bondholders (see Notes 24 and 27).

Deeply Subordinated Fixed Rate Securities issued by the Company, such as the Hybrid Bond (see Note 27) are classified as borrowings at inception when the Company has a contractual obligation to redeem the securities and make coupon payments.

Leases

The determination as to whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date, primarily whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the Group as lessee has both the right to direct the identified asset’s use and to obtain substantially all the economic benefits from that use.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

•

fixed payments (including in-substance fixed payments), less any lease incentives receivable;

•

variable lease payments that are based on an index or a rate;

•

amounts expected to be payable by the lessee under residual value guarantees;

•

the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

•

payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

F-36

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group’s incremental borrowing rate. At the commencement of a lease the Group recognizes a lease asset and a lease liability. The lease liability is initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease. Lease payments are apportioned between the finance charges and reduction of the lease liability to achieve a constant rate of interest on the remaining balance of the liability. Finance costs are charged directly to expense.

In its accounting policies the Group applies the following practical expedients:

•

using a single discount rate for a portfolio of leases with similar characteristics; and

•

not accounting for leases ending within 12 months of the date of the initial application for low value assets.

Note 3—Business combinations

Acquisition of DRS Global Enterprise Solutions, Inc. (‘GES’)

On March 22, 2022, SES announced its intention to acquire all the issued and outstanding share capital of GES, a US-based subsidiary of Leonardo DRS Inc. for USD 450 million via its subsidiary SES Space & Defense Inc. (‘SES SD’—formerly SES Government Solutions, Inc.). The transaction closed on August 1, 2022.

SES SD provides multi-orbit, multi-band managed satellite communication services to the US Department of Defense and other governmental agencies, operating in a similar arena to the larger GES business. The combination of the two units, with their established relationships with key governmental customers positions the extended SES SD, and the wider SES Group, as a provider of scalable solutions serving the multi-orbit satellite communications needs of the US Government and supporting missions anywhere on land, at sea, or in the air.

Details of the purchase consideration, net assets acquired, and goodwill arising are as follows:


Purchase consideration
€ million
Cash paid			435

Total consideration			435

The fair values of the assets and liabilities recognized as a result of the acquisition are as follows:


Property, plant and equipment (Notes 14, 15)	12
Intangible asset: Customer relationships (Note 16)	292
Current assets	29
Non-current assets	2
Deferred tax liabilities (Note 10)	(65	)
Current liabilities	(26	)
Deferred income	(10	)

Net identifiable assets acquired	234

Add: Goodwill* (Note 16)	201

Net assets acquired	435

*	Non-deductible for tax purpose.

F-37

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Goodwill mostly represents expected synergies resulting reduction of costs by combining the operations of GES with those of other SES companies, particularly SES Space & Defense, Inc., including the opportunity to migrate some of the GES services on to the Group’s own satellite fleet. Fair value is estimated by management using a multi-period excess earnings method for customer relationships. Management’s cash flow projections for the intangible assets acquired included significant judgments and assumptions relating to revenue growth rates, discount rates, and customer attrition rates for customer relationships.

The fair value of the acquired trade and other receivables and prepayments with aggregated gross contractual amount of EUR 24 million was assumed to equal their book value.

The best estimate at the acquisition date of the contractual cash flows not expected to be collected was EUR 1 million.


Purchase consideration—cash outflow
€ million			EUR
Cash paid			435
Less
Balance acquired: Cash and cash equivalents			—

Net outflow of cash – investing activities			435

Transaction-related costs of EUR 3 million were recognized directly in other operating expenses. The amounts of post-acquisition GES revenue and net loss included in the consolidated income statements were EUR 95 million and EUR 3 million respectively.

The Group’s 2022 revenue and loss for the year if the acquisition had taken effect on January 1, 2022 would have been EUR 2,045 million and EUR 34 million respectively, instead of SES Group reported revenue and loss for the year of EUR 1,944 million and EUR 5 million respectively.

Note 4—Revenue from contracts with customers

The Group does business in one operating segment, namely the provision of satellite-based data transmission capacity, and ancillary services, to customers around the world.

The Senior Leadership Team (‘SLT’), which is the chief operating decision-making committee in the Group’s corporate governance structure, reviews the Group’s financial reporting and generates those proposals for the allocation of the Group’s resources which are submitted for validation to the Board of Directors. The main sources of financial information used by the SLT in assessing the Group’s performance and allocating resources are:

•

analyzes of the Group’s revenues from its business units SES Video and SES Networks (comprising the sales verticals Fixed Data, Mobility and Government);

•

cost and overall Group profitability development;

•

internal and external analyzes of expected future developments in the markets into which capacity is being delivered and of the commercial landscape applying to those markets.

F-38

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Revenue by business unit

As reported, the revenue allocated to the relevant business units developed as follows:

€ million

2024

2023

Change
Favorable + /- Adverse

SES Video

914

967

-5.5

SES Networks

1,085

1,062

2.2

Sub-total

1,999

2,029

-1.5

Other ¹

n/m

Total

2,001

2,030

-1.4

n/m = not meaningful (a variance of more than 100% or less than -100%)


€ million	2023		2022		Change Favorable + /- Adverse
SES Video		967		1,020		-5.2	%
SES Networks		1,062		923		15.1	%
Sub-total		2,029		1,943		4.4	%
Other ¹		1		1		n/m

Total		2,030		1,944		4.4	%

n/m = not meaningful (a variance of more than 100% or less than -100%)

€ million

2022

2021

Change
Favorable + /- Adverse

SES Video

1,020

1,046

-2.5

SES Networks

923

735

25.6

Sub-total

1,943

1,781

9.1

Other ¹

n/m

Total

1,944

1,782

9.1

n/m = not meaningful (a variance of more than 100% or less than -100%)

¹	Other includes revenue not directly applicable to SES Video or SES Networks

Revenue by category

The Group’s revenue analysis from the point of view of category and timing can be found below:

2024

€ million

Revenue recognized
at a point in time

Revenue recognized
over time

Total

Revenue from contracts with customers

1,878

1,952

Lease income

—

Total

1,927

2,001

F-39

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

2023

€ million

Revenue recognized
at a point in time

Revenue recognized
over time

Total

Revenue from contracts with customers

1,949

2,008

Lease income

—

Total

1,971

2,030

2022

€ million

Revenue recognized
at a point in time

Revenue recognized
over time

Total

Revenue from contracts with customers

1,889

1,938

Lease income

—

Total

1,895

1,944

Revenue from contracts with customers recognized at a point in time is mainly related to sales of equipment and amounts to EUR 74 million in 2024 (2023: EUR 59 million, 2022: EUR 49 million).

Remaining performance obligations

Our remaining performance obligations, which the Group refers to as revenue “backlog”, represent our expected future revenues under existing customer contracts and include both cancelable and non-cancelable contracts. The backlog was EUR 4.8 billion as of December 31, 2024 (2023: EUR 5.2 billion, 2022: EUR 5.9 billion), EUR 3.7 billion (2023: EUR 4.3 billion, 2022: EUR 4.8 billion) of which related to ‘protected’ (that is, non-cancelable) backlog and EUR 1.1 billion (2023: EUR 911 million, 2022: EUR 1.1 billion) of which related to ‘unprotected’ (cancelable) backlog. Approximately 30% of the backlog is expected to be recognized as revenue in 2025, approximately 24% in 2026, and approximately 19% in 2027, with the remaining thereafter.

Protected backlog includes non-cancelable contracts and cancelable contracts with substantive termination fees. For contracts with termination options that do not have substantive termination fees, protected backlog also includes contract periods up to the first optional termination date. Unprotected backlog includes revenue from contracts that are cancelable and not subject to substantive termination fees.

Revenue by country

The Group’s revenue from external customers analyzed by country using the customer’s billing address is as follows:

€ million

2024

2023

2022

Luxembourg (SES country of domicile)

United States of America

713

759

660

Germany

321

329

345

United Kingdom

203

214

227

France

Others – Europe

205

193

Others

406

396

389

Total

2,001

2,030

1,944

No single customer accounted for 10%, or more, of total revenue in 2024, or 2023, or 2022.

F-40

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 5—Operating expenses

The operating expense categories disclosed include the following types of expenditure:

Cost of sales, which excludes staff costs and depreciation, represents expenditures which generally vary directly with revenue. They are incurred in delivering services to customers and include a variety of expenses such as rental of third-party satellite capacity, third-party teleports, connectivity, equipment and equipment rental, customer support costs such as hosting, monitoring, implementation, engineering work. Other cost of sales detailed below mainly include commissions, as well as an amount of EUR 1 million (2023: EUR 2 million ,2022: EUR 3 million) for C-band repurposing related expenses (Note 36).

€ million

2024

2023

2022

Rental of third-party satellite capacity

(157

)

(140

)^**

(94

)

Customer support costs

(238

)

(236

)^**

(199

)^*

Other cost of sales

(66

)

(68

)

(67

)^*

Total cost of sales

(461

)

(444

)

(360

)

*	2023 Customer support costs have been changed in order to include indirect customer related expenses, reclassified from Other cost of sales. An amount of EUR 90 million in 2022 has been reclassified from “Other cost of sales” to “Customer support costs”

Costs of EUR 7 million in 2024, EUR 8 million in 2023 and EUR 9 million in 2022 associated with satellite telemetry, tracking and control services which were previously included under ‘Other operating expenses,’ are now reported as part of ‘Cost of Sales’ to be consistent with the current year presentation and better aligned with the nature of the expenses.

Staff costs of EUR 402 million (2023: EUR 409 million, 2022: EUR 330 million) include gross salaries and employer’s social security payments, payments into pension schemes for employees, charges arising under share-based payment schemes, as well as staff-related restructuring charges of EUR 54 million (2023: EUR 27 million, 2022: EUR 9 million) and C-band repurposing related expenses of EUR 0 million (2023: EUR 29 million, 2022: EUR 12 million). At the year-end the total full-time equivalent number of members of staff was 2,118 (2023: 2,294, 2022: 2,298).

Other operating expenses of EUR 236 million (2023: EUR 244 million, 2022: EUR 196 million) are, by their nature, less variable with revenue and include office-related and technical facility costs, in-orbit insurance, marketing, general and administrative expenditure, consulting charges, travel-related expenditure and movements in debtor provisions.

Other operating expenses also include an amount of EUR 9 million (2023: nil, 2022: nil) of restructuring charges in connection with the Group’s ongoing optimization program, EUR 4 million (2023: EUR 16 million, 2022: EUR 15 million) of C-band repurposing expenses (Note 36), EUR 55 million (2023: EUR 9 million, 2022: EUR 3 million) of costs associated with the development and / or implementation of merger and acquisition activities, and EUR 3 million for one-off infrastructure costs (2023: EUR 9 million for specific business taxes of a non-recurring nature, 2022: EUR 5 million regulatory charges of arising outside ongoing operations).

F-41

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 6—Audit and assurance services fees

For 2024, 2023 and 2022 the Group recorded charges, billed and accrued, from its independent auditors, and affiliated companies thereof, as set out below:

€ million

2024

2023

2022

Audit services¹

11.3

2.4

2.3

All other services

0.3

0.1

0.1

Total audit and other services fees

11.6

2.5

2.4

Includes one-time fees in connection with the Company’s registration process as a Foreign Private Issuer with the Securities and Exchange Commission, including re-audit fees for 2022 and 2023 in accordance with Public Company Accounting Oversight Board (‘PCAOB’) audit requirements, and extended PCAOB audit procedures for the year-ended December 31, 2024.

Note 7—Finance income and costs


€ million	2024			2023			2022
Finance income
Interest income¹		127			51			6
Finance lease income		5			—			—
Net foreign exchange gains²		4			13			45

Total		136			64			51

Finance costs
Interest expense on borrowings (excluding amounts capitalized)		(104	)		(86	)		(102	)
Other finance costs		(25	)		(17	)		(19	)
Amortization of loan origination costs		(10	)		(3	)		(3	)

Total		(139	)		(106	)		(124	)

1	Interest income on term deposits and money market funds: increase in 2024 and 2023 reflects C-Band Accelerated Relocation Proceeds received (see Note 36)

2	Net foreign exchange gains are mostly related to revaluation of bank accounts, deposits and other monetary items denominated in US dollars.

Note 8—Other non-operating income / expenses


€ million	2024			2023		2022
Other non-operating income
Income from structured financing		17			—		—
Fair value increases on financial assets¹		5			—		—

Total		22			—		—

Other non-operating expenses
Fair value losses on other financial assets¹		(1	)		—		(15	)
Total		(1	)		—		(15	)

1	Represents fair value increases/ losses on assets included as part of ‘Other financial assets’ in the consolidated statements of financial position and required to be measured at fair value

F-42

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 9—Income taxes

Taxes on income comprise the taxes paid or owed in the individual countries, as well as deferred taxes. Current and deferred taxes can be analyzed as follows:


€ million	2024			2023			2022
Current income tax
Current income tax charge on result of the year		(55	)		(567	)		(65	)
Adjustments in respect of prior periods		(6	)		6			6
Foreign withholding taxes		(9	)		(8	)		(5	)

Total current income tax		(70	)		(569	)		(64	)
Deferred income tax
Relating to origination and reversal of temporary differences		37			249			121
Relating to tax losses carried forward		—			340			(31	)
Changes in tax rate		(21	)		(1	)		3
Adjustment of prior years		(1	)		(195	)		(116	)

Total deferred income tax		15			393			(23	)
Income tax expense per consolidated income statements		(55	)		(176	)		(87	)
Consolidated statements of changes in shareholders’ equity
Current and Deferred Income tax related to items (charged) or credited directly in equity
Post-employment benefit obligation		1			—			(1	)
Impact of currency translation		(12	)		11			(31	)
Net investment hedge—current tax		4			(6	)		24
Tax impact of the treasury shares impairment recorded in the stand-alone financial statements		20			—			2
Tax impact on Perpetual Bond		6			14			14

Current and deferred income taxes reported in equity		19			19			8

A reconciliation between the income tax benefit / (expense) and the profit before tax of the Group multiplied by a theoretical tax rate of 27.19% (2023: 27.19%, 2022: 27.19%) which corresponds to the Luxembourg domestic tax rate for the year ended December 31, 2024, December 31, 2023 and for the year ended December 31, 2022 is as follows:


€ million	2024			2023			2022
Profit / (loss) before tax		82			(728	)		52
Multiplied by theoretical tax rate		(22	)		198			(14	)
Effect of different foreign tax rates		8			(8	)		(4	)
Tax Exempt Income		5			—			—
Non-deductible expenditures		(6	)		(2	)		8
Taxes related to prior years		(7	)		6			3
Effect of changes in tax rate		(21	)		—			—
Other changes in group tax provision not included in separate lines		—			(3	)		(10	)
Impairment on investments in subsidiaries and other assets		7			(167	)		—
Impact of deferred taxes		(8	)		(193	)		(28	)
Foreign withholding taxes		(9	)		(8	)		(5	)
Translation impact on investments in subsidiaries		—			—			(33	)
Other		(2	)		1			(4	)

Income tax reported in the consolidated income statements		(55	)		(176	)		(87	)

F-43

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Effect of changes in tax rate

During 2024, as a result of the change in the Luxembourg corporate income tax rate from 27.19% to 26.12% effective as of January 1, 2025, the relevant deferred tax assets and liabilities balances as of December 31, 2024 have been re-measured. The total impact of re-measurement was an income tax expense of EUR 21 million.

Foreign withholding tax

The foreign withholding tax of EUR 9 million for the year ended December 31, 2024 (2023: EUR 8 million, 2022: EUR 5 million) includes EUR 4 million of Indian withholding tax retained by customers and paid to the Indian tax authorities (2023: EUR 4 million, 2022: EUR 2 million). A final decision on Indian withholding taxes is still pending at the level of the Supreme Court. The remaining EUR 5 million (2023: EUR 4 million, 2022: EUR 3 million) relates to withholding tax retained by customers in other jurisdictions.

Impact of deferred taxes

Considering the estimated future taxable income based on the most recent business plan information and tax losses carried forward in the Luxembourg fiscal unity as of the end of 2024 the Company has concluded that the ITCs recognized in all prior years and current year cannot be fully used due to the 10-year carry forward limitation rule. Therefore, the deferred tax assets for ITCs for the Luxembourg fiscal unity were unrecognized in 2024.

Impairment on investments in subsidiaries and other assets

The aggregate impact of EUR 7 million for the year ended December 31, 2024, EUR 167 million for the year ended December 31, 2023 and EUR 0 million for the year ended December 31, 2022 mainly comprise the following:

•

The net impairment charge of EUR 50 million (2023: EUR 453 million, 2022: EUR 142 million) recorded on the carrying value of subsidiary investments and other assets held by entities in Luxembourg resulting in an income tax benefit of EUR 11 million (2023: EUR 123 million, 2022: EUR 38 million).

•

The net impairment charges of EUR 241 million (2023: impairment charge of EUR 35 million, 2022: reversal of EUR 62 million) taken on the carrying value of intercompany receivables held by entities in Luxembourg resulting in an income tax expense of EUR 4 million (2023: tax benefit of EUR 9 million, 2022: tax expense of EUR 17 million).

•

In 2023, the impairment charge of EUR 989 million (2022: EUR 77 million) recorded in connection with the goodwill attributed to the GEO North America cash-generating unit (see Note 16) resulting in a negative ETR impact of EUR 208 million (2022: EUR 16 million).

•

In 2023, the impairment charge of EUR 340 million (2022: nil) recorded in connection with the goodwill attributed to the GEO International cash-generating unit (see Note 16) resulting in a negative ETR impact of EUR 81 million (2022: nil).

•

In 2023, the impairment charge of EUR 219 million (2022: nil) recorded in connection with the goodwill attributed to MEO cash-generating unit resulting in a negative ETR impact of EUR 13 million (2022: nil).

F-44

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Translation impact on investments in subsidiaries

The elimination of the tax effect on the translation impact resulting from intercompany restructurings resulted in an income tax expense of EUR 0 million (2023: nil, 2022: EUR 33 million).

OECD Pillar Two Regulations

The Organization for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting published the Pillar Two model rules designed to address the tax challenges arising from the digitalization of the global economy.

The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which the Ultimate Parent Entity is incorporated and came into effect from January 1, 2024.

Therefore, the Ultimate Parent Entity applies the Income Inclusion Rule for all jurisdictions where Pillar Two rules were not enacted.

The Group applies the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.

The top-up tax due under Pillar Two model rules was calculated based on the OECD transitional safe harbor rules except for a smaller jurisdiction where a full-fledged calculation was performed. According to these calculations SES should be liable to a top-up tax of EUR 20 thousand as of December 31,2024.

No current tax based on Pillar Two model rules was calculated and booked as of December 31, 2023 and December 31, 2022 as the legislation was not effective at the reporting date.

Note 10—Deferred tax balances

The deferred tax positions included in the consolidated financial statements can be analyzed as follows:


€ million	Deferred tax assets 2024			Deferred tax assets 2023			Deferred tax liabilities 2024			Deferred tax liabilities 2023
Losses carried forward		654			658			—			—
Tax credits		20			6			—			—
Intangible assets		12			16			(134	)		(110	)
Tangible assets		5			5			(59	)		(83	)
Trade and other receivables		20			17			—			—
Other		18			5			(47	)		(48	)

Total deferred tax assets/(liabilities)		729			707			(240	)		(241	)

Offset of deferred taxes		(28	)		(36	)		28			36

Net deferred tax assets/(liabilities)		701			671			(212	)		(205	)

Deferred tax assets have been offset against deferred tax liabilities where they relate to the same tax authority and the entity concerned has a legally enforceable right to set off current tax assets against current tax liabilities.

F-45

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Losses carried forward

In 2024 the Group recognized a deferred tax asset (‘DTA’) for tax losses carried forward in Luxembourg of EUR 35 million (2023: EUR 356 million). Tax losses can be carried forward in Luxembourg for 17 years. As a result of the change in the Luxembourg corporate income tax rate from 27.19% to 26.12% effective from January 1, 2025, the year-end deferred tax assets linked to losses carried forward have decreased by EUR 26 million. Using the estimated future taxable income based on the most recent business plan information approved by the Board of Directors, the Company has concluded that the deferred tax assets of EUR 627 million (2023: EUR 618 million) relating to the remaining tax losses are recoverable.

The Group has recognized deferred tax assets for tax losses carried forward in Germany for EUR 24 million (December 31, 2023: EUR 20 million) which can be carried forward indefinitely. The Group has also recognized deferred tax assets for tax losses carried forward in the United States for EUR 3 million (December 31, 2023: EUR 20 million) which can be carried forward for varying period ranging from 10 years to indefinitely.

In addition to the recoverable tax losses for which the Group has recognized deferred tax assets, the Group has further tax losses of EUR 578 million as of December 31, 2024 (December 31, 2023: EUR 305 million) which are available for offset against future taxable profits of the companies in which the losses arose. EUR 456 million (December 31, 2023: EUR 193 million) of these tax losses were generated in the US for state taxes. EUR 88 million (December 31, 2023: EUR 86 million) of these tax losses were generated in Israel. EUR 15 million of tax losses (December 31, 2023: EUR 8 million) were generated in Ghana. Deferred tax assets have not been recognized in respect of these losses as they cannot be used to offset taxable profits elsewhere in the Group and they have arisen in subsidiaries which are not expected to generate taxable profits against which they could be offset in the foreseeable future.

Investment tax credits (‘ITCs’)

Considering the total tax losses carried forward and future taxable income based on the most recent business plan information for Luxembourg entities, the Company has concluded that prior and current year ITCs cannot be fully used due to a 10 year carry forward limitation rule. Therefore, no deferred tax asset was recorded in 2024 (2023: EUR 218 million valuation allowance on a deferred tax asset for ITCs for the Luxembourg fiscal unity).

Considering the total tax losses carried forward and future taxable income based on the most recent business plan information for LuxGovSat S.A., the Company has concluded that LuxGovSat S.A. can recognize a DTA of EUR 14 million for future use of ITCs (2023: EUR 6 million).

Other

No deferred income tax liabilities have been recognized for withholding tax and other taxes which would be payable on the unremitted earnings of certain subsidiaries. Such amounts are permanently reinvested or not subject to taxation.

F-46

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Movement in deferred income tax assets and liabilities

The movement in deferred income tax assets and liabilities during the years, without taking into consideration the offsetting of balances, is as follows:


*Deferred tax assets*	Losses carried forward			Tax credits			Tangible assets		Intangible assets			Trade and other receivables			Other		Total
Balance as of January 1, 2022		301			259			—		23			19			5		607

(Charged)/credited to the income statement		(7	)		(53	)		—		(4	)		(5	)		—		(69	)
Exchange difference¹		2			—			—		1			1			—		4

Balance as of December 31, 2022		296			206			—		20			15			5		542

(Charged)/credited to the income statement		363			(200	)		5		(4	)		3			—		167
Exchange difference¹		(1	)		—			—		—			(1	)		—		(2	)

Balance as of December 31, 2023		658			6			5		16			17			5		707
(Charged)/credited to the income statement		(4	)		14			—		(4	)		2			1		9
Transfers		—			—			—		—			—			11		11
Exchange difference¹		—			—			—		—			1			1		2

Balance as of December 31, 2024		654			20			5		12			20			18		729


*Deferred tax liabilities*	Intangible assets			Tangible assets			Other			Total
Balance as of January 1, 2022		239			160			39			438

Additions through business combinations (Note 3)		65			—			—			65
(Charged)/credited to the income statement		20			(70	)		4			(46	)
Exchange difference¹		11			9			—			20

Balance as of December 31, 2022		335			99			43			477

Charged/(credited) to the income statement		(217	)		(14	)		5			(226	)
Exchange difference¹		(8	)		(2	)		—			(10	)

Balance as of December 31, 2023		110			83			48			241
Charged/(credited) to the income statement		17			(22	)		(1	)		(6	)
Exchange difference¹		7			(2	)		—			5
Balance as of December 31, 2024		134			59			47			240

¹	A foreign exchange impact arises due to the translation of Group’s operations with a different functional currency than euro. This amounts to EUR 3 million as of December 31, 2024 (2023: EUR 8 million, 2022: EUR -16 million)

Note 11—Components of other comprehensive income


€ million	2024			2023			2022
Impact of currency translation		228			(196	)		295
Income tax effect		(12	)		11			(31	)

Total impact of currency translation, net of tax		216			(185	)		264

F-47

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The impact of currency translation in other comprehensive income relates to exchange gains and losses arising on the translation of the net assets of foreign operations from their functional currency to the euro, which is the Company’s functional and presentation currency.

The unrealized gain in 2024 of EUR 228 million (2023: unrealized loss of EUR 196 million, 2022: unrealized gain of EUR 295 million) reflects the impact on the valuation of SES’s net US dollar assets due to the strengthening of the US dollar against the euro from USD 1.1050 to USD 1.0389 (2023: the weakening of the US dollar against the euro from USD 1.0666 to USD 1.1050, 2022: the strengthening of the US dollar against the euro from USD 1.1326 to USD 1.0666). This effect is partially offset by the impact of the net investment hedge (Note 22).

Note 12—Earnings per share

For 2024, a basic loss/gain per Class A share and Class B share of EUR nil (2023: basic loss per Class A share of EUR 2.14, basic loss per Class B share of EUR 0.86 and 2022: basic loss per Class A share of EUR 0.16, basic loss per Class B share of EUR 0.06) have been calculated as follows:

Profit/(loss) attributable to the owners of the parent for calculating basic earnings per share, adjusted to include the assumed coupon net of tax:


€ million	2024			2023			2022
Profit / (loss) attributable to owners of the parent		15			(905	)		(34	)
Assumed coupon on Perpetual Bond (net of tax)		(15	)		(36	)		(36	)

Total		—			(941	)		(70	)
Split between:
Class A shares (in million)¹		—			(781	)		(58	)
Class B shares (in million)²		—			(160	)		(12	)

¹	Calculated as 83% of adjusted loss attributable to owners of the parent, based on the weight of the Class A weighted average number of shares out of the total shares.

²	Calculated as 17% of adjusted loss attributable to owners of the parent, based on the weight of the Class B weighted average number of shares out of the total shares.

Assumed coupon accruals of EUR 15 million (net of tax) for the year ended December 31, 2024 (2023: EUR 36 million, 2022: EUR 36 million) related to the Perpetual Bonds in issue have been considered for the calculation of the basic and diluted earnings available for distribution.

The weighted average number of shares based on the capital structure of the Company as described in Note 24, net of own shares held, and adjusted to reflect the relative economic rights of the Class A shares and Class B shares for calculating basic earnings per share was as follows:

2024

2023

2022

Class A shares (in million)

351.7

364.8

364.1

Class B shares (in million)¹

72.9

74.3

74.3

Total

424.6

439.1

438.4

F-48

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

¹	Weighted average number of Class B shares of 182.3 (in million) (2023: 185.7, 2022: 185.8), net of own shares held, was multiplied by 40% considering the relative economic rights.

For 2024, a diluted loss/gain per Class A share and Class B share of EUR nil (2023: diluted loss per Class A share of EUR 2.14, diluted loss per Class B share of EUR 0.86 and 2022: diluted loss per Class A share of EUR 0.16, diluted loss per Class B share of EUR 0.06) have been calculated as follows:


€ million	2024			2023			2022
Profit / (loss) attributable to owners of the parent		15			(905	)		(34	)
Assumed coupon on Perpetual Bonds (net of tax)		(15	)		(36	)		(36	)

Total		—			(941	)		(70	)
Split between:
Class A shares (in million)¹		—			(781	)		(58	)
Class B shares (in million)²		—			(160	)		(12	)

¹	Calculated as 83% of adjusted loss attributable to owners of the parent, based on the weight of the Class A weighted average number of shares out of the total shares.

²	Calculated as 17% of adjusted loss attributable to owners of the parent, based on the weight of the Class B weighted average number of shares out of the total shares.

The weighted average number of shares, net of own shares held, and adjusted in order to reflect the relative economic rights of the Class A shares and Class B shares for calculating diluted earnings per share was as follows:

2024

2023²

2022²

Class A shares (in million)

356.2

364.8

364.1

Class B shares (in million)¹

72.9

74.3

74.3

Total

429.1

439.1

438.4

¹	Weighted average number of Class B shares of 182.3 (in million) (2023: 185.7, 2022: 185.8), net of own shares held, was multiplied by 40% considering the relative economic rights.

²	Weighted average number of Class A shares and Class B shares has been revised in order to exclude anti-dilutive effects.

Note 13—Dividends paid and proposed

Dividends declared are paid net of any withholding tax (2024: EUR 36 million, 2023: EUR 25 million, 2022: EUR 24 million).

F-49

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Gross dividends declared and paid during the year:


€ million	2024		2023		2022
Class A dividend paid in April: EUR 0.50 (2022: EUR 0.50, 2021: EUR 0.50)		186		186		192
Class B dividend paid in April: EUR 0.20 (2022: EUR 0.20, 2021: EUR 0.20)		37		37		38
Class A interim dividend for 2024 paid in October: EUR 0.25 (2022: EUR 0.50)		93		—
Class B interim dividend for 2024 paid in October: EUR 0.10 (2022: EUR 0.20)		19		—		—

Total		335		223		230

Dividends proposed for approval at the annual general meeting to be held on April 3, 2025, which are not recognized as a liability as at December 31, 2024:


€ million	2025
Class A dividend for 2024: EUR 0.25		93
Class B dividend for 2024: EUR 0.10		19

Total		112

Dividends approved at the annual general meeting held on April 4, 2024 were not recognized as a liability as of December 31, 2023:


€ million	2024
Class A dividend for 2023: EUR 0.50		186
Class B dividend for 2023: EUR 0.20		37

Total		223

Note 14—Property, plant and equipment


€ million	Land and buildings			Space segment			Ground Segment			Other fixtures and fittings, tools and equipment			Total
Cost
Balance as of January 1, 2024		281			10,241			767			300			11,589
Additions		2			23			22			8			55
Disposals		—			—			—			(3	)		(3	)
Retirements¹		(26	)		(707	)		(128	)		(68	)		(929	)
Transfers from assets in course of construction (Note 15)		17			950			82			14			1,063
Other movements²		20			2			(21	)		7			8
Impact of currency translation		7			321			21			8			357
Balance as of December 31, 2024		301			10,830			743			266			12,140

F-50

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


€ million	Land and Buildings			Space Segment			Ground Segment			Other fixtures and fittings, tools and equipment			Total
Depreciation
Balance as of January 1, 2024		(209	)		(7,536	)		(564	)		(238	)		(8,547	)
Depreciation		(10	)		(557	)		(57	)		(26	)		(650	)
Impairment expense		—			(290	)		—			—			(290	)
Impairment reversal		—			74			—			—			74
Disposals		—			—			—			2			2
Retirements¹		25			707			126			68			926
Transfer of impairment from assets in course of construction (Note 15)		—			(434	)		—			—			(434	)
Other movements²		(7	)		(2	)		15			(15	)		(9	)
Impact of currency translation		(5	)		(258	)		(17	)		(8	)		(288	)
Balance as of December 31, 2024		(206	)		(8,296	)		(497	)		(217	)		(9,216	)
Net book value as of December 31, 2024		95			2,534			246			49			2,924

1	Satellites ASTRA 2C, Ciel-2, and NSS-7 were deorbited in 2024

2	Other movements include presentational adjustments and transfers between categories


€ million	Land and buildings			Space segment			Ground Segment			Other fixtures and fittings, tools and equipment			Total
Cost
Balance as of January 1, 2023		300			11,368			902			312			12,882
Additions		—			13			9			5			27
Disposals¹		(8	)		(151	)		(3	)		(6	)		(168	)
Retirements²		(9	)		(805	)		(154	)		(25	)		(993	)
Transfers from assets in course of construction (Note 15)		2			8			30			14			54
Impact of currency translation		(4	)		(192	)		(17	)		—			(213	)
Balance as of December 31, 2023		281			10,241			767			300			11,589


€ million	Land and Buildings			Space Segment			Ground Segment			Other fixtures and fittings, tools and equipment			Total
Depreciation
Balance as of January 1, 2023		(215	)		(8,118	)		(675	)		(244	)		(9,252	)
Depreciation		(13	)		(503	)		(57	)		(30	)		(603	)
Impairment expense		—			(56	)		—			—			(56	)
Impairment reversal		—			30			—			—			30
Disposals¹		8			151			3			6			168
Retirements²		9			805			154			25			993
Impact of currency translation		2			155			11			5			173
Balance as of December 31, 2023		(209	)		(7,536	)		(564	)		(238	)		(8,547	)
Net book value as of December 31, 2023		72			2,705			203			62			3,042

1	Sale of AMC-11

2	Satellites ASTRA 1G, ASTRA 2D, AMC-18, AMC-1, AMC-4, and NSS-6 were deorbited in 2023

F-51

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


€ million	Land and buildings			Space segment			Ground Segment			Other fixtures and fittings, tools and equipment			Total
Cost
Balance as of January 1, 2022		289			10,709			872			277			12,147
Additions		15			1			10			2			28
Additions through business combinations (Note 3)		5			—			—			5			10
Disposals		(4	)		—			(3	)		—			(7	)
Retirements¹		(7	)		(163	)		(34	)		(9	)		(213	)
Transfers from assets in course of construction (Note 15) ²		1			490			44			18			553
Transfers between categories		(7	)		5			(17	)		14			(5	)
Impact of currency translation		8			326			30			5			369
Balance as of December 31, 2022		300			11,368			902			312			12,882


€ million	Land and Buildings			Space Segment			Ground Segment			Other fixtures and fittings, tools and equipment			Total
Depreciation
Balance as of January 1, 2022		(201	)		(7,332	)		(640	)		(201	)		(8,374	)
Depreciation		(21	)		(523	)		(59	)		(39	)		(642	)
Impairment expense		—			(194	)		—			—			(194	)
Disposals		2			—			2			—			4
Retirements¹		7			163			34			9			213
Transfers between categories		2			—			8			(10	)		—
Impact of currency translation		(4	)		(232	)		(20	)		(3	)		(259	)
Balance as of December 31, 2022		(215	)		(8,118	)		(675	)		(244	)		(9,252	)
Net book value as of December 31, 2022		85			3,250			227			68			3,630

1	Satellites Astra 3A and AMC-8 were deorbited in 2022

2	SES-17, SES-20, SES-21 and SES-22 became operational during 2022

The Group’s policy in setting the useful economic life of its satellites is to initially use the satellite design life and then, once sufficient time has passed to allow for initial anomalies to be investigated and future fuel projections to be stabilized, to adjust the depreciation life to take into account factors such as the technical condition of the satellite, its projected remaining fuel life, and replacement or redeployment plans.

The review in 2024 resulted in a revision to the remaining useful economic lives of one GEO satellite but did not have a significant impact on 2024 depreciation expense due to the low net book value of the satellite concerned. The review in 2023 resulted in no revisions to the remaining useful economic lives of any GEO satellites. The review in 2022 resulted in revisions to the remaining useful economic lives of MEO Block 1-2, 3A, 3B and three GEO satellites resulting in a net increase in the depreciation expense for 2022 of EUR 4 million.

As of December 31, 2024, the amount of the property, plant and equipment pledged in relation to Group liabilities was nil (2023: nil, 2022: nil).

For further information related to right-of-use assets, see Note 33.

F-52

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Impairment of space segment assets

In 2024, the net impairment expense recorded for space segment assets was EUR 216 million (2023: EUR 26 million, 2022: EUR 194 million) with EUR 290 million of impairment charges (2023: EUR 56 million, 2022: EUR 194 million) being offset by EUR 74 million in reversals of previous impairment charges (2023: EUR 30 million, 2022: nil). The charges and reversals are the aggregation of impairment testing procedures on specific satellites, or combinations of co-located satellites, in the Group’s geostationary fleet and are caused by changes in the underlying business plans for these assets as compared to the prior year, and also the higher discount rate applied to assets with predominantly USD cash inflows.

As discussed in Note 2, from January 1, 2024 the Group performs an impairment test on space segment assets together with orbital slot rights. The following table discloses the applicable amounts and post-tax discount rates used in the impairment test for those geostationary satellites and orbital slot rights subject to impairment charges or reversals during the years.


€ million	Value-in-use		Discount rate			Satellite impairment			Slot impairment
2024 – GEO Charges		750		8.9	%		237			93
2024 – GEO Reversals		1,005		6.8% - 8.9	%		(74	)		(186	)
2024 – MEO Charges		1,419		8.9	%		53			—
2024 – Net Impact							216			(93	)

As discussed in Note 2, in relation to the disaggregation of CGUs, management has begun to use currency-based discount rates in line with the underlying cash flows of the assets tested.

For 2023 and 2022, the following table discloses the applicable amounts and pre-tax discount rates used in the impairment test for those geostationary satellites subject to impairment charges or reversals.


€ million	Value-in-use		Discount rate			Satellite impairment
2023 – GEO Charges		540		7.1% - 10.5	%		56
2023 – GEO Reversals		177		10.5	%		(30	)
2023 – Net Impact							26
2022 – GEO Charges		994		7.5% - 11.1	%		194

The impairment charges and reversals recorded reflect updated business assumptions for the satellites through to the end of their useful economic lives. In general, these updated assumptions reflect a combination of revised commercial developments and expectations, updated assessments of the regulatory environment impacting certain assets (and hence the Group’s ability to achieve the forecast commercial exploitation), changes in the competitive environment in which the Group operates, and certain changes in the operation of the satellites (for example the decision to place a particular satellite into inclined orbit, or changes to the timing thereof) or associated ground segment infrastructure.

As part of standard impairment testing procedures, the Group assesses the impact of changes in the discount and growth rates and reductions in cash flows. Discount and growth rates are simulated up to 1% below and above the CGU’s specific rate used in the base valuation and cash flows projections are simulated up to 5% below and above the base valuation. In this way a matrix of valuations is generated, which reveals the potential exposure to impairment expenses based on movements in valuation parameters which are within the range of outcomes foreseeable at the valuation date.

For 2024, for GEO satellites and orbital slot rights taken together, the most recent testing showed that a 1% decrease in the declining growth rates would increase the impairment by EUR 15 million. A 1% increase in the after-tax discount rate would increase the impairment by EUR 49 million. Taken together, a 1% increase

F-53

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

in the after-tax discount rate and a 1% decrease in the declining growth rates would increase the impairment by EUR 64 million. Taken separately from changes in discount and declining growth rates, a 5% reduction in cash flows would increase the impairment by EUR 61 million.

For 2024, for MEO satellites, the most recent testing showed that a 1% decrease in the declining growth rates would increase the impairment by EUR 40 million. A 1% increase in the after-tax discount rate would increase the impairment by EUR 85 million. Taken together, a 1% increase in the after-tax discount rate and a 1% decrease in the declining growth rates would increase the impairment by EUR 122 million. Taken separately from changes in discount and declining growth rates, a 5% reduction in cash flows would increase the impairment by EUR 73 million.

For 2023, the testing showed that for GEO satellites, under the least favorable combination of the circumstances above (namely a 1% higher discount rate in conjunction with a 5% lower EBITDA projection) an incremental impairment of EUR 74 million would be recorded. A 1% increase in the discount rate at a constant EBITDA level would increase satellite impairments by EUR 31 million. Taken separately, a 5% decrease in EBITDA would increase satellite impairments by EUR 39 million.

For 2022, the testing showed that for GEO satellites, under the least favorable combination of the circumstances above (namely a 1% higher discount rate in conjunction with a 5% lower EBITDA projection) an incremental impairment of EUR 113 million would be recorded. A 1% increase in the discount rate at a constant EBITDA level would increase satellite impairments by EUR 38 million. Taken separately, a 5% decrease in EBITDA would increase satellite impairments by EUR 50 million.

Note 15—Assets in the course of construction


€ million	Land and Buildings			Space segment			Ground segment			Fixtures, tools & equipment			Total
Cost and net book value as of January 1, 2024		15			1,367			150			18			1,550
Movements in 2024
Additions¹		4			325			51			17			397
Transfers to assets in use (Note 14)²		(17	)		(516	)		(82	)		(14	)		(629	)
Transfers from/(to) intangible assets (Note 16)		(2	)		—			(16	)		—			(18	)
Transfers from/(to) inventory		—			—			(20	)		10			(10	)
Impact of currency translation		—			55			2			1			58
Cost and net book value as of December 31, 2024		—			1,231			85			32			1,348

1	Additions mainly related to SES-24, SES-25, SES-26, O3b mPOWER, C-band

2	Includes transfer EUR 434 million of assets in the course of construction impairment booked in 2023


€ million	Land and Buildings			Space segment			Ground segment			Fixtures, tools & equipment			Total
Cost and net book value as of January 1, 2023		8			1,675			159			17			1,859
Movements in 2023
Additions¹		9			170			43			17			239
Transfers to assets in use (Note 14)		(2	)		(8	)		(30	)		(14	)		(54	)
Transfers from/(to) intangible assets (Note 16)		—			—			(20	)		—			(20	)
Impairment		—			(425	)		—			—			(425	)
Impact of currency translation		—			(45	)		(2	)		(2	)		(49	)
Cost and net book value as of December 31, 2023		15			1,367			150			18			1,550

F-54

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

1	Additions mainly related to O3b mPOWER, SES-24, SES-25, SES-26, C-band, partly offset by C-band reimbursable space segment cost of EUR 36 million and ground segment cost of EUR 2 million


€ million	Land and Buildings			Space segment			Ground segment			Fixtures, tools & equipment			Total
Cost and net book value as of January 1, 2022		7			1,664			107			10			1,788
Movements in 2022
Additions¹		2			428			105			18			553
Additions through business combinations (Note 3)		—			—			2			—			2
Transfers to assets in use (Note 14)		(1	)		(490	)		(44	)		(18	)		(553	)
Transfer between categories		—			7			(17	)		6			(4	)
Impact of currency translation		—			66			6			1			73
Cost and net book value as of December 31, 2022		8			1,675			159			17			1,859

1	Additions related to C-band, O3b mPOWER, SES-17, Astra 19.2E (including EUR 37 million non-cash transactions), partly offset by C-band reimbursable space segment (EUR 311 million) and ground segment cost (EUR 13 million)

Borrowing costs of EUR 16 million (2023: EUR 28 million) arising from financing specifically relating to satellite procurements were capitalized during the year and are included under ‘Space segment’ additions in the table above. A weighted average effective rate of 3.45% (2023: 3.10%) was used, representing the Group’s average weighted cost of borrowing. Excluding the impact of loan origination costs and commitment fees, the average weighted interest rate was 3.14% (2023: 2.97%).

The main space segment additions in 2024 were for O3b mPOWER in amount of EUR 159 million, replacements satellites for the orbital positions 19.2°E and 57°E for EUR 129 million (Note 31) and additions of EUR 34 million in respect of C-band in-kind reimbursements of EUR 22 million and reimbursement denial of EUR 11 million, substantially offset by EUR 36 million of C-band reimbursements (Note 36). The additions for the C-band repurposing are included in the Group’s assets in the course of construction space segment within the consolidated statements of financial position and are included ‘Payments for purchases of tangible assets’ within the consolidated statements of cash flows, only to the extent that payments were made to the suppliers. C-band reimbursements in respect of capital expenditures are presented in Note 36.

The main space segment additions in 2023 were for O3b mPOWER in amount of EUR 85 million, replacements satellites for the orbital positions 19.2°E and 57°E for EUR 71 million (Note 31) and additions of EUR 48 million in respect of C-band satellites, substantially offset by EUR 36 million of C-band expected reimbursements (Note 36). The additions for the C-band repurposing are included in the Group’s assets in the course of construction space segment within the consolidated statements of financial position and are included ‘Payments for purchases of tangible assets’ within the consolidated statements of cash flows, only to the extent that payments were made to the suppliers.

In connection with space segment additions in 2022, the Group recognized EUR 315 million in respect of C-band satellites, partly offset by EUR 311 million C-band expected reimbursements (Note 36), EUR 218 million in respect of the O3b mPOWER arrangement described in Note 31, EUR 207 million in respect of procurement of satellites in connection with replacements of Astra 19.2°E and NSS-12 at 57°E and EUR 1 million associated with SES-17. Due to the nature of the arrangements, these transactions are included in the Group’s assets in the course of construction space segment within the consolidated statements of cash flows and are included in ‘Payments for purchases of tangible assets’ within the consolidated statements of cash flows only to the extent that payments were made to the suppliers.

F-55

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

In 2023, in conjunction with the annual impairment test, SES recorded an impairment charge of EUR 425 million against the assets under construction related to certain mPOWER satellites, reflecting technical issues arising on those satellites during on-orbit testing and the impact of those on the commercialization assumptions of the overall program. No impairment charge to assets in the course of construction was required as a result of the 2024 impairment test, or the 2022 impairment test.

Note 16—Intangible assets


€ million	Orbital slot license rights (indefinite- life)			Goodwill		Orbital slot license rights (definite life)			Customer relationships			Other definite life intangibles			Internally generated development costs			Total
Cost
Balance as of January 1, 2024		2,124			140		234			292			462			22			3,274
Additions		—			—		1						4			18			23
Disposals		—			—		—			—			—			—			—
Retirement¹		—			—		(80	)		—			(158	)		—			(238	)
Transfer to definite life		(2,124	)		—		2,134			—			(10	)		—			—
Transfers from/(to) assets in course of construction		—			—		—			—			45			(27	)		18
Impact of currency translation		—			3		117			(5	)		4			1			120
Balance as of December 31, 2024		—			143		2,406			287			347			14			3,197
Amortization
Balance as of January 1, 2024		(1,798	)		—		(127	)		(27	)		(402	)		—			(2,354	)
Amortization		—			—		(72	)		(31	)		(53	)		—			(156	)
Impairment reversals		—			—		93			—			—			—			93
Retirement¹		—			—		80			—			158			—			238
Transfer to definite-life		1,798			—		(1,798	)		—			—			—			—
Impact of currency translation		—			—		(105	)		(3	)		(2	)		—			(110	)
Balance as of December 31, 2024		—			—		(1,929	)		(61	)		(299	)		—			(2,289	)
Net book value as of December 31, 2024		—			143		477			226			48			14			908

1	Orbital slot retirements related to 85°W, 105.5°W, 68.5°W, 65°E, 63°E, and certain rights at 129°W

F-56

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


€ million	Orbital slot license rights (indefinite- life)			Goodwill			Orbital slot license rights (definite life)			Customer relationships			Other definite life intangibles			Internally generated development costs			Total
Cost
Balance as of January 1, 2023		2,193			2,740			234			292			507			51			6,017
Additions		—			—			—						2			20			22
Disposals		—			—			—			—			—			—			—
Retirement¹		—			(2,500	)		—			—			(111	)		—			(2,611	)
Transfers from/(to) assets in course of construction		—			—			—			—			69			(49	)		20
Impact of currency translation		(69	)		(100	)		—			—			(5	)		—			(174	)
Balance as of December 31, 2023		2,124			140			234			292			462			22			3,274
Amortization
Balance as of January 1, 2023		(139	)		(1,002	)		(113	)		(8	)		(464	)		—			(1,726	)
Amortization		—			—			(13	)		(19	)		(57	)		—			(89	)
Impairment		(1,677	)		(1,548	)		—			—			—			—			(3,225	)
Retirement¹		—			2,500			—			—			111			—			2,611
Impact of currency translation		18			50			(1	)		—			8			—			75
Balance as of December 31, 2023		(1,798	)		—			(127	)		(27	)		(402	)		—			(2,354	)
Net book value as of December 31, 2023		326			140			107			265			60			22			920

Goodwill retirements of the period relate primarily to those elements of brought forward goodwill from which no future economic benefits are expected. This includes all goodwill associated with the GEO North America, GEO International and MEO cash-generating units. Similarly, the retirements of fully amortised other definite life intangibles represent items from which no future economic benefits are expected.


€ million	Orbital slot license rights (indefinite- life)			Goodwill			Orbital slot license rights (definite life)			Customer relationships			Other definite life intangibles			Internally generated development costs			Total
Cost
Balance as of January 1, 2022		2,081			2,376			213			—			469			46			5,185
Additions		—			—			20						3			31			54
Additions through business combinations (Note 3)		—			201			—			292			—			—			493
Retirement		—			—			—			—			(8	)		—			(8	)
Transfers from assets in course of construction		—			—			—			—			32			(32	)		—
Transfers between categories		—			—			—			—			4			5			9
Impact of currency translation		112			163			1			—			7			1			284
Balance as of December 31, 2022		2,193			2,740			234			292			507			51			6,017
Amortization
Balance as of January 1, 2022		(16	)		(856	)		(101	)		—			(422	)		—			(1,395	)
Amortization		—			—			(12	)		(8	)		(43	)		—			(63	)
Impairment		(126	)		(77	)		—			—			—			—			(203	)
Retirement		—			—			—			—			8			—			8
Impact of currency translation		3			(69	)		—			—			(7	)		—			(73	)
Balance as of December 31, 2022		(139	)		(1,002	)		(113	)		(8	)		(464	)		—			(1,726	)
Net book value as of December 31, 2022		2,054			1,738			121			284			43			51			4,291

F-57

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Definition of cash-generating units for intangible assets

As described in Note 2, as of January 1, 2024 management has aggregated the individual slot-satellite GEO CGUs into a single global GEO CGU for goodwill impairment testing purposes (“GEO CGU”). Management continues to identify the Group’s MEO assets and operations as a separate CGU (“MEO CGU”).

The Group’s business plan is approved by the Board of Directors based on consolidated data. The consolidated data is in turn based on separate data prepared for each legal entity of the Group (see Note 38). To prepare business plans for the GEO and MEO CGUs, management allocates revenues, expenses, and other cash flows based on a detailed analysis of the nature of the inflow or outflow. Due to their nature, some expenditures are allocated based on an allocation matrix based on other criteria.

Discount rates applied

The post-tax discount rates for each CGU are presented below:

2024

2023

2022

GEO CGU

8.07

—

GEO Europe

—

6.83

7.93

GEO North America

—

8.57

9.49

GEO International

—

8.53

9.42

MEO CGU

8.89

8.51

9.43

These discount rates were computed using market interest rates and commercial spreads, the capital structure of businesses in the Group’s business sector, and the risk profile of the businesses concerned. Specific risks relating to certain cash flows are taken into account in the development of the cash flow forecasts.

Perpetual Growth Rate (‘PGR’) assumptions

The PGR for GEO was calculated at -2.0%. In 2023, separate perpetual growth rates were calculated for the GEO regions as follows: Europe -1.5% (2022: -2.2%), North America -5.2% (2022: -2.7%), and International -1.9% (2022: +2.5%).

For MEO, in 2023, management applied a ‘fading growth statistical model’, or ‘H-model’. Under this model, following the five-year business plan period, cash flows were expected to continue to grow at a higher rate for a time, which then reduces for a period until the perpetual growth rate is reached. Management believed this was a valid assumption as the MEO fleet, specifically the mPOWER fleet which was in the middle of its launch campaign, would not reach its maximum utilisation projection until after the business plan period. In line with growth projections at the end of the prior business plan period, management selected +5.0% (2022: +10.0%), as the higher growth rate, which reduced on a straight-line basis over nine years until the perpetual growth rate is reached. The perpetual growth rate used for MEO was +3.0% (2022: +3.0%).

In 2024, as discussed in Note 2, the Group changed its estimate of the economic useful life of the MEO orbital slot rights from an indefinite life to a definite life in the second half of 2024. Accordingly, the H-model, which assumes an indefinite life, no longer applies. Therefore, management applied a -3.8% declining growth rate through the assumed end of life of the mPOWER fleet in 2037, reflecting its estimate of price erosion on a static fleet size, with no perpetual capital expenditures or other cash flows thereafter.

These rates reflect the most recent long-term planning assumptions approved by the Board of Directors and can be supported by reference to the trading performance over a longer period and incorporate also projected growth rates for wide-beam and high-throughput satellites markets from external data sources.

F-58

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Impairment charges recorded for 2024

i	Goodwill

As a result of the impairment tests conducted as of December 31, 2024, no impairment charges against goodwill were recorded (2023: EUR 1,548 million, 2022: EUR 77 million). The balance of the Group’s goodwill is EUR 143 million (2023: EUR 140 million attributable to the former GEO Europe CGU, 2022: EUR 1,738 million) and allocable to the GEO CGU. Goodwill in the MEO CGU, as well as in the former GEO North America and GEO International CGUs, were fully impaired in the prior period.

For the GEO CGU, the most recent testing showed that there would be no impairment even applying the most adverse combination of developments (a 1% increase in after-tax discount rates and a 1% decrease in the perpetual growth rate). Taken separately from changes in discount and perpetual growth rates, a 5% reduction in cash flows would also not lead to an impairment expense.

For the 2023 testing of the GEO CGUs:

•

For GEO Europe, there would be no impairment even applying the most adverse combination of developments (a 1% increase in after-tax discount rates and a 1% decrease in the perpetual growth rate). Taken separatelyfrom changes in discount and perpetuity growth rates, a 5% reduction in EBITDA would not lead to an impairment expense in the GEO Europe CGU.

•

For GEO North America, a 1% decrease in the perpetuity growth rate would increase the impairment charge by EUR 16 million and a 1% increase in the after-tax discount rate would increase the impairment charge by EUR 30 million; the combination of these two factors would increase the impairment charge by EUR 43 million. Taken separately from changes in discount and perpetuity growth rates, a 5% reduction in EBITDA would lead to an additional impairment expense of EUR 44 million. As GEO North America goodwill was fully impaired, this impairment would affect GEO North America’s orbital slot rights.

•

For GEO International, a 1% decrease in the perpetuity growth rate would increase the impairment charge byEUR 51 million and a 1% increase in the after-tax discount rate would increase the impairment charge by EUR 83 million; the combination of these two factors would increase the impairment charge by EUR 124 million. Taken separately from changes in discount and perpetuity growth rates, a 5% reduction in EBITDA would leadto additional impairment expense of EUR 32 million. As GEO International goodwill was fully impaired, this impairment would affect GEO International’s orbital slot rights.

For the 2022 testing:

•

For GEO Europe, there would be no impairment even applying the most adverse combination of developments (a 1% increase in after-tax discount rates and a 1% decrease in the perpetual growth rate).

•

For GEO North America, the recorded impairment would increase by EUR 17 million in the case of a 1% decrease in the perpetual growth rate, by EUR 47 million in the case of a 1% increase in the discount rate, and by EUR 60 million in the case of both a 1% decrease in the perpetual growth rate and a 1% increase in the discount rate.

F-59

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

•

For GEO International, there would not be an impairment in the case of a 1% decrease in the perpetuity growth rate. There would be an impairment charge of EUR 7 million in the case of a 1% increase in the discount rate and a combination of these developments would require an impairment charge of EUR 106 million.

•

For MEO, a 1% decrease in the perpetual growth rates (both the higher rate under the H-model and the terminal growth rate), would require an impairment of EUR 337 million. A 1% increase in the discount rate would require an impairment of EUR 498 million. An impairment of EUR 817 million would be required were there to be a combination of a 1% higher discount rate and a 1% lower perpetual growth rate.

ii	Orbital slot rights

The cash flows from GEO orbital slot rights are inseparable from the satellites located in those orbital positions, and thus are tested as slot-satellite CGUs.

MEO orbital slot rights are tested for impairment together with the MEO satellites in use and under construction.

Management applies the post-tax discount rate set out in Note 14 based on the currency of the underlying cash flows at the orbital location. In 2024, the net impairment reversal recorded for orbital slot license rights was EUR 93 million (2023: EUR 1,677 million charge, 2022: EUR 126 million charge), with EUR 93 million of impairment charges (2023: EUR 1,677 million, 2022: EUR 126 million) offsetting EUR 186 million in reversals of previous impairment charges (2023: nil, 2022: nil). The pre-tax discount rates applied in the prior year were 9.4% to 12.6% (2022: 10.0% to 13.6%). The charges and reversals are the aggregation of impairment testing procedures on specific orbital slot rights used by the Group’s geostationary fleet and are caused by the disaggregation of the former regional grouping of orbital slot rights, changes in the underlying business plans for these rights as compared to the prior year, and the higher discount rate applied to rights with predominantly USD cash inflows.

As the Group now tests its orbital slot rights together with its satellites, the applicable amounts and discount rates for orbital slot rights for 2024 are presented together with the same information for satellites in Note 14. As part of standard impairment testing procedures, the Group assesses the impact of changes in the discount and growth rates and reductions in cash flows. Discount and growth rates are simulated up to 1% below and above the CGU’s specific rate used in the base valuation and cash flows projections are simulated up to 5% below and above the base valuation. In this way a matrix of valuations is generated, which reveals the potential exposure to impairment expenses based on movements in valuation parameters which are within the range of outcomes foreseeable at the valuation date.

See Note 14 for the 2024 sensitivity analysis on GEO orbital slot license rights as they are grouped with GEO satellites. MEO orbital slot license rights were fully impaired in 2023 and combined with goodwill testing in 2022.

For the 2023 testing of GEO orbital slot license rights:

•

For GEO Europe and GEO North America, the least favorable case – a combination of lower terminal growth rate and higher discount rates – would not lead to any impairment charges.

•

For GEO International, a 1% decrease in the perpetuity growth rate would increase the impairment charge by EUR 6 million and a 1% increase in the discount rate would increase the impairment charge by EUR 33 million; the combination of these two factors would increase the impairment charge by EUR 37 million.

F-60

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

For the 2022 testing of GEO orbital slot license rights:

•

For GEO Europe, the least favorable case – a combination of lower terminal growth rate and higher discount rates – would not lead to any impairment charges.

•

For GEO North America, a 1% decrease in the perpetuity growth rate would increase the impairment charge by EUR 3 million and a 1% increase in the discount rate would increase the impairment charge by EUR 22 million; the combination of these two factors would increase the impairment charge by EUR 24 million.

•

For GEO International, a 1% decrease in the perpetuity growth rate would increase the impairment charge by EUR 11 million and a 1% increase in the discount rate would increase the impairment charge by EUR 45 million; the combination of these two factors would increase the impairment charge by EUR 54 million.

iii

Definite-life intangible assets

The definite-life intangible assets as at December 31, 2024 have a net book value by country as presented below:


	2024
€ million	Orbital slot license rights		Customer relationships		Other
United States of America		116		226		8
Luxembourg		143		—		44
Netherlands		169		—		—
Sweden		39		—		—
Brazil		7		—		1
Germany		—		—		6
Other		3		—		3

Total		477		226		62

The definite-life intangible assets as at December 31, 2023 have a net book value by country as presented below:


	2023
€ million	Orbital slot license rights		Customer relationships		Other
United States of America		—		265		3
Luxembourg		105		—		46
Brazil		2		—		1
Germany		—		—		9
Other		—		—		1

Total		107		265		60

F-61

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The definite-life intangible assets as at December 31, 2022 have a net book value by country as presented below:


	2022
€ million	Orbital slot license rights		Customer relationships		Other
United States of America		—		284		4
Luxembourg		105		—		30
Brazil		9		—		1
Netherlands		7		—		1
Germany		—		—		5
Other		—		—		2

Total		121		284		43

As of December 31, 2024, the amount of the intangible assets pledged in relation to the Group’s liabilities is nil (2023: nil, 2022: nil).

Note 17—Other financial assets

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Changes in the fair value of financial assets at FVTPL are recognized in ‘Other non-operating income / expenses (net)’ in the consolidated statements of profit or loss as applicable (refer to Note 8).


€ million	2024		2023
Other financial assets include the following:
Listed equity securities		1		1
Other equity securities		19		16
Other financial assets		14		3

	34		20

Note 18—Inventories


€ million	2024		2023
Current assets
Work in progress		9		9
Finished goods		40		46

		49		55

‘Work in Progress’ represents equipment being prepared for delivery to the Group’s customers whereas ‘Finished goods’ is the available on-hand equipment ready for deliver to customers.

In 2024 the Group recognized an inventory provision of EUR 7 million (2023: reversal of EUR 1 million of the previous inventory provision) based on stock movements in the period.

The adjustments have been included in cost of sales in the consolidated income statements.

F-62

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 19—Assets and liabilities related to contracts with customers

The Group has recognized the following assets and liabilities related to contracts with customers:


€ million	2024			2023
Current contract assets
Trade receivables		429			405
Provision for trade receivables		(80	)		(96	)
Trade receivables, net of provisions		349			309
Unbilled accrued revenue		139			100
Provision for unbilled accrued revenue		(4	)		(3	)
Unbilled accrued revenue, net of provisions		135			97
Deferred customer contract costs		2			2

		486			408
Non-current contract assets
Unbilled accrued revenue		137			102
Provision for unbilled accrued revenue		(30	)		(15	)
Unbilled accrued revenue, net of provisions		107			87
Deferred customer contract costs		1			3

		108			90
Current contract liabilities
Deferred income		225			224

Non-current contract liabilities
Deferred income		338			337

The following table shows the movement in deferred income recognized by the Group:


€ million	Non-current			Current
Balance as of January 1, 2024		337			224
Revenue recognized during the year		—			(1,884	)
New billings		—			1,810
Other movements*		(12	)		70
Impact of currency translation		13			5
Balance as of December 31, 2024		338			225

*	Other movements include reclassifications (between current and non-current, upfront and deferred, as well as against trade receivables)


€ million	Non-current			Current
Balance as of January 1, 2023		359			189
Revenue recognized during the year		—			(1,609	)
New billings		—			1,671
Other movements*		(15	)		(26	)
Impact of currency translation		(7	)		(1	)
Balance as of December 31, 2023		337			224

*	Other movements include reclassifications (between current and non-current, upfront and deferred, as well as against trade receivables)

F-63

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 20—Trade and other receivables


€ million	2024		2023
Trade receivables, net of provisions		349		309
Unbilled accrued revenue, net of provisions		242		184
Other receivables		165		454

Total trade and other receivables		756		947
Financial receivables		726		912
Non-financial receivables		30		35
Of which:
Non-current		107		87
Current		649		860

Unbilled accrued revenue represents revenue recognized, but not billed, under long-term customer contracts. Billing will occur based on the terms of the contracts. The non-current balance represents entirely unbilled accrued revenue. Other receivables include EUR 87 million (2023: EUR 350 million) to be received as part of the C-band repurposing project (refer to Note 36).

An amount of EUR 6 million (2023: EUR 12 million) was expensed in 2024 reflecting a decrease in the impairment of trade and other receivables. This amount is recorded in ‘Other operating expenses’ and includes a reversal of provision of EUR 33 million (2023: EUR 30 million) mainly related to cash collections in respect of trade receivable balances previously provisioned. As of December 31, 2024, trade and other receivables with a nominal amount of EUR 114 million (2023: EUR 114 million) were impaired. Movements in the provision for the impairment of trade and other receivables were as follows:


€ million	2024			2023
Balance as of January 1		114			114
Increase in provision		39			42
Reversals of provision		(33	)		(30	)
Utilised		(10	)		(5	)
Other movements		—			(3	)
Impact of currency translation		4			(4	)

Balance as of December 31		114			114

Note 21—Financial instruments

Fair value estimation and hierarchy

The Group uses the following hierarchy levels for determining the fair value of financial instruments by valuation technique:

Level 1—Quoted prices in active markets for identical assets or liabilities;

Level 2—Other techniques for which all inputs which have a significant effect on the recorded fair value are observable either directly or indirectly;

Level 3—Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

The fair value of investments that are actively traded in organized financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments where there is no active market, fair value is determined using valuation techniques. Such techniques include using

F-64

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

recent arm’s-length market transactions; reference to the current market value of another instrument, which is substantially the same; discounted cash flow analysis and option pricing models. The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

As of December 31, 2024 and December 31, 2023, the Group does not have any financial derivatives outstanding.

Fair values

The fair value of borrowings has been calculated with the quoted market prices except for the LuxGovSat Fixed Term Loan Facility, SES Astra 1P Fixed Term Loan Facility, and SES Satellites Ventures Floating Term Loan Facility, for which the discounted expected future cash flows at prevailing interest rates has been used. The fair value of foreign currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. All borrowings are measured at amortized cost.

Unless otherwise stated, the fair value of each class of financial assets and liabilities measured at amortised cost approximates their carrying amount. To that effect, for instruments carried at amortized cost, the Group determined that the fair value at origination date approximates the carrying amount, either due to the short-term nature of the instruments, or because the stated rates are close to the prevailing market rates and / or there were no significant origination costs at origination date.

Set out below is a comparison by category of carrying amounts and fair values of all the Group’s financial instruments that are carried in the financial statements.


€ million	Carried at fair value				Carried at amortized cost
Balance as of December 31	2024		2023		2024		2023
Financial receivables		—		—		726		912
Cash and cash equivalents		—		—		3,521		2,907
Other financial assets*		34		20		—		—

Total assets		34		20		4,247		3,819
Borrowings – Level 1		—		—		4,127		3,943
Borrowings – Level 2		—		—		393		216

Borrowings**		—		—		4,520		4,159
Lease liabilities		—		—		51		39
Fixed asset suppliers***		—		—		610		768
Other long-term liabilities		—		—		55		83
Financial liabilities		—		—		663		359

Total liabilities		—		—		5,899		5,408

*	Level 2 hierarchy measurement

**	Fair value of the borrowings in 2024 is EUR 4,137 million (2023: EUR 3,880 million)

***	Fair value of the fixed asset suppliers in 2024 is EUR 592 million (2023: EUR 752 million)

Note 22—Financial risk management objectives and policies

The Group’s financial instruments comprise: a syndicated loan, Eurobonds, US dollar bonds (144A), a Euro-dominated Private Placement, German Bonds (‘Schuldschein’), deeply-subordinated loans, committed credit facilities for specified satellites and projects, cash, money market funds and short-term deposits.

F-65

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The main purpose of the debt instruments is to raise funds to finance the Group’s day-to-day operations, as well as for other general business purposes. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

The main risks arising from the Group’s financial instruments are liquidity risks, foreign currency risks, interest rate risks and credit risks. The general policies are periodically reviewed and approved by the board.

Liquidity risk

The Group’s objective is to efficiently use cash generated to maintain borrowings at an appropriate level. In case of liquidity needs, the Group can call on commercial paper programs, committed syndicated and EIB loan, uncommitted loans. In addition, if deemed appropriate based on prevailing market conditions, the Group can access additional funds through the European Medium-Term Note program. The Group’s debt maturity profile is tailored to allow the Company and its subsidiaries to cover repayment obligations as they fall due.

The Group operates a centralized treasury function which manages, amongst others, the liquidity of the Group to optimize the funding costs. This is supported by a daily cash pooling mechanism.

Liquidity is monitored regularly through a review of cash balances, the drawn and issued amounts and the availability of additional funding under committed credit lines, the commercial paper program and the EMTN Programme (EUR 6,752 million as of December 31, 2024 and EUR 4,560 million as of December 31, 2023—more details in Note 27).

The table below summarizes the projected contractual undiscounted cash flows of the non-derivative financial liabilities based on the maturity profile as of December 31, 2024 and December 31, 2023.


€ million	Within 1 year		Between 1 and 5 years		After 5 years		Total
Balance as of December 31, 2024:
Borrowings		273		2,509		1,773		4,555
Future interest commitments		160		552		638		1,350
Trade and other payables		663		—		—		663
Other long-term liabilities		—		56		—		56
Lease liabilities		19		28		8		55
Fixed assets suppliers		184		426		—		610
Total maturity profile		1,299		3,571		2,419		7,289

Balance as of December 31, 2023:
Borrowings		716		1,989		1,479		4,184
Future interest commitments		133		347		580		1,060
Trade and other payables		359		—		—		359
Other long-term liabilities		—		83		—		83
Lease liabilities		17		19		9		45
Fixed assets suppliers		455		313		—		768
Total maturity profile		1,680		2,751		2,068		6,499

Foreign currency risk

SES is active in markets outside the Eurozone, with business operations in many locations throughout the world. The Group’s main exposures to foreign currency at the end of the reporting period are in respect of balances denominated in US dollars related to cash and cash equivalents (2024: EUR 2,338 million; 2023: EUR 2,169 million), intercompany balances (2024: EUR -2,048 million; 2023: EUR -1,859 million) and fixed assets suppliers (2024: EUR -192 million; 2023: EUR -342 million).

F-66

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The aggregate net foreign exchange gains/ losses recognized in profit or loss were:


	2024			2023		2022
Net foreign exchange gain included in main currencies		2			3		40
Net foreign exchange gain/ (loss) included in other currencies		(1	)		2		(3	)
Net foreign exchange gain included in foreign exchange transactions		4			8		8

Total		5			13		45

The Group may enter into forward currency contracts to eliminate or reduce the currency exposure arising from individual capital expenditure projects such as satellite procurements, tailoring the maturities to each milestone payment to maximize effectiveness. Depending on the functional currency of the entity with the capital expenditure commitment, the foreign currency risk may be in euro or in US dollar. The forward contracts are in the same currency as the hedged item and can cover up to 100% of the total value of the contract.

The Group has a corresponding exposure in the consolidated income statements, excluding the impacts of C-band repurposing, of EUR 1,209 million or 60.4% of the Group’s revenue and other income (2023: EUR 1,239 million or 60.9%, 2022: EUR 1,111 million or 57.0%) and EUR 492 million or 45.0% of its operating expenses (2023: EUR 567 million or 54.0%, 2022: EUR 393 million or 45.8%) being denominated in US dollars.

Hedge of net investment in foreign operations

As of December 31, 2024 and 2023, certain borrowings denominated in US dollars were designated as hedges of the net investments in SES Global Americas Inc. in 2023 and SES Americom Inc. in 2024, following 2024 mergers of SES Global Americas Inc. into SES Global Americas Holdings Inc., which then merged into SES Americom Inc. and its subsidiaries (‘SES Americas’), SES Holdings (Netherlands) BV and its subsidiaries (‘SES Netherlands’) and MX1 Limited to hedge the Group’s exposure to foreign exchange risk on these investments.

As of December 31, 2024, 2023 and 2022, all designated net investment hedges were assessed to be highly effective and a total gain of EUR 11 million, stated net of tax of EUR 4 million is included as part of other comprehensive income for the period (2023: gain of EUR 16 million, stated net of tax of EUR 6 million, 2022: loss of EUR 64 million, stated net of tax of EUR 24 million).

The following table sets out the hedged portion of USD statement of financial position exposure as of December 31:


$ million	2024			2023
USD statement of financial position exposure:
SES Americas		225			281
SES Netherlands		1,797			1,899
MX1 Limited, Israel		17			30
Total		2,039			2,210
Hedged with:
US Bonds		250			750

Total		250			750

Hedged proportion		12	%		34	%

F-67

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The following table demonstrates the sensitivity to a +/- 20% change in the US dollar exchange rate on the nominal amount of the Group’s US dollar net investment, with all other variables held constant. All value changes are eligible to be recorded in other comprehensive income with no impact on profit and loss. 2024 was marked by EUR/USD fluctuation. The macro-outlook and global uncertainties along with worries regarding high energy prices and inflation result in the maintenance of a wide sensitivity range.


December 31, 2024	Amount in USD million			Amount in EUR million at closing rate of 1.04		Amount in EUR million at rate of 1.25			Amount in EUR million at rate of 0.83
USD statement of financial position exposure:
SES Americas		225			217		180			272
SES Netherlands		1,797			1,730		1,438			2,166
MX1 Limited, Israel		17			16		14			20
Total		2,039			1,963		1,632			2,458
Hedged with:
US Bonds		250			241		200			301
Other external borrowings		—			—		—			—

Total		250			241		200			301

Hedged proportion		12	%

Absolute difference without hedging							(331	)		494
Absolute difference with hedging							(291	)		433


December 31, 2023	Amount in USD million			Amount in EUR million at closing rate of 1.105		Amount in EUR million at rate of 1.33			Amount in EUR million at rate of 0.88
USD statement of financial position exposure:
SES Americas		281			255		212			320
SES Netherlands		1,899			1,718		1,428			2,158
MX1 Limited, Israel		30			27		22			34
Total		2,210			2,000		1,662			2,512
Hedged with:
US Bonds		750			679		564			852
Other external borrowings		—			—		—			—

Total		750			679		564			852

Hedged proportion		34	%

Absolute difference without hedging							(338	)		512
Absolute difference with hedging							(223	)		339

Interest rate risk

The Group’s exposure to market interest rate risk relates primarily to its debt portion at floating rates. In order to mitigate this risk, the Group generally contracts its debt at fixed rates, and monitors carefully the evolution of market conditions, adjusting the mix between fixed and floating rate debt if necessary.

F-68

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

To mitigate the Group’s interest rate risk in connection with near-term debt refinancing needs, the Group may from time to time enter into interest rate hedges. As of December 31, 2024 and December 31, 2023, the Group had no interest rate hedges outstanding.

The table below summarizes the split of the carrying amount of the Group’s debt between fixed and floating rate.

€ million

At fixed
rates

At floating
rates

Total

Borrowings as of December 31, 2024

4,510

4,520

Borrowings as of December 31, 2023

4,009

150

4,159

As of December 31, 2023, the interest rate applying to the floating rate instrument (EUR 150 million German bond) has been fixed through to its maturity date in June 2024. Thus, there is no residual interest-rate risk on this floating rate instrument.


Euro interest rates € million	Floating rate borrowings		Increase in rates Pre-tax impact		Decrease in rates Pre-tax impact
Borrowings as of December 31, 2024		10		0.0		—
Borrowings as of December 31, 2023		150		0.0		—

The Group’s debt portion at floating rate is a USD denominated junior loan. The interest rate risk was calculated based on prognosis for USD fluctuations.

Customer credit risk

The Group has the following types of financial assets subject to the ‘expected credit loss’ model: trade receivables; unbilled accrued revenue; and C-band repurposing reimbursement receivables.

It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. To measure expected credit losses on trade receivables and unbilled accrued revenue, they are grouped based on shared credit risk characteristics, country and days past due. Unbilled accrued revenues have substantially the same risk characteristics as trade receivables for the same types of contracts and so management believes that the expected loss rates for trade receivables are a reasonable approximation of those for unbilled accrued revenue.

The credit verification procedures in relation to trade receivables and unbilled accrued revenue include the assessment of the creditworthiness of the customer by using sources of quality information such as external specialist reports, audited annual reports, press articles or rating agencies. Should the customer be a governmental entity, the official debt rating of the respective country is a key driver in determining the appropriate credit risk category.

Following this credit analysis, the customer is classified into a credit risk category which can be as follows: ‘Prime’ (typically publicly rated and listed entities), ‘Market’ (usually higher growth companies with higher leverage), ‘Sub-prime’ (customers for which viability is dependent on continued growth with higher leverage), or Government (governments or governmental institutions, subject to the corresponding country meeting minimum credit rating criteria). The credit profile is updated at least once a year for all key customers with an ongoing contractual relationship.

There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses for trade receivables and unbilled accrued revenue by measuring the loss allowance at an amount equal to lifetime expected credit losses. To measure the expected credit losses, trade receivables and unbilled accrued revenue have

F-69

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

been grouped in portfolios based on shared credit risk characteristics (credit risk profile: Prime, Market, Sub-prime, and Government), country and the days past due.

In order to compute the provision, the gross trade receivables balance is reduced for any portion representing deferred revenue and any securities held. Trade receivables and unbilled accrued revenue are written off when there is no reasonable expectation of recovery. The Group’s largest customers are large media companies and government agencies, and hence the credit risk associated with these contracts is assessed as low.

The Company calculates loss expectancy rates based on the history of losses to create a provision matrix. On that basis, the provision as of December 31, 2024 and December 31, 2023 is as follows:

€ million


December 31, 2024	Current			Less than 1 month			Between 1 and 3 months			More than 3 months			Total
Average expected loss rate (by portfolio)		2.8	%		3.9	%		7.0	%		13.1	%
Gross carrying amount – trade receivables		208			51			38			133			430
Provision		2			—			—			14			16


December 31, 2023	Current			Less than 1 month			Between 1 and 3 months			More than 3 months			Total
Average expected loss rate (by portfolio)		3.0	%		4.1	%		6.5	%		9.8	%
Gross carrying amount – trade receivables		162			66			48			129			405
Provision		2			—			—			11			13

The provision in respect of unbilled accrued revenue as of December 31, 2024 amounts to EUR 34 million and the corresponding expected credit loss is 12.0% (December 31, 2023: EUR 18 million, 9.0%)

An amount of EUR 1 million (2023: EUR 6 million, 2022: EUR 5 million) was expensed in 2024 reflecting an increase in the IFRS 9 related provision for trade and other receivables.

Additional provisions are recorded for trade receivable balances if specific circumstances or forward-looking information lead the Group to believe that additional collectability risk exists with respect to customers that are not reflected in the loss expectancy rates. A cumulative provision for trade receivables of EUR 64 million has been recorded as of December 31, 2024 (December 31, 2023: EUR 83 million).

The movement in provisions for trade receivables and unbilled accrued revenue as of December 31, 2024, December 31, 2023 and December 31, 2022 are as follows:


€ million	Provisions for trade receivables									Provisions for unbilled accrued revenue
	2024			2023			2022			2024			2023			2022
Balance as of January 1		96			100			93			18			14			13
Increase in provision recognized in profit or loss during the year		30			41			38			9			1			3
Receivables written off during the year as uncollectible		(18	)		(13	)		(20	)		8			8			—
Unused amount reversed		(31	)		(29	)		(16	)		(2	)		(1	)		(4	)
Other movements		—			—			—			—			(3	)		1
Impact of currency translation		3			(3	)		5			1			(1	)		1
Balance as of December 31		80			96			100			34			18			14

F-70

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

C-band repurposing receivables risk

The Group records reimbursement receivables for capital expenditure and operational costs only when the expenses have been incurred and the Group has obtained reasonable assurance that the costs will be reimbursed and that it will comply with the requirements attached to the reimbursement. In both cases, the Group believes it obtains such reasonable assurance when either the Clearinghouse specifically validates the costs as being reimbursable, or the costs fall within cost ranges for the applicable costs as published by the FCC in a cost catalogue. Hence the Group believes the credit risk related to the C-band repurposing receivables at the end of 2024 and 2023 is insignificant and concluded that the expected credit losses is zero. (See also Note 36)

Financial credit risk

With respect to the credit risk relating to financial assets, this exposure relates to the potential default of the counterparty, with the maximum exposure being equal to the carrying amount of these instruments. The counterparty risk from a cash management perspective is reduced by the implementation of several cash pools, accounts and related paying platforms with different counterparties.

To mitigate the counterparty risk, the Group only deals with recognized financial institutions with an appropriate credit rating—generally ‘A’ and above—and in adherence to a maximum trade limit for each counterparty which has been approved for each type of transactions. All counterparties are financial institutions which are regulated and controlled by the national financial supervisory authorities in the relevant jurisdiction. The counterparty risk portfolio is analyzed on a quarterly basis. Moreover, to mitigate any counterparty risk, the portfolio is diversified as regards the main counterparties ensuring a well-balanced relation for all categories of products (derivatives as well as deposits).

Capital management

The Group aims to have a balanced mix of equity and debt capital. In addition, it is the Group’s policy to attain and retain an investment grade rating from at least two reputable rating agencies. These investment grade ratings serve to maintain investor, creditor, and market confidence. Within this framework, the Group manages its capital structure and liquidity in order to reflect changes in economic conditions to keep its cost of debt low, maintain the confidence of debt investors at a high level and to create added value for shareholders.

The Group’s dividend policy takes into account the financial performance of the year, business plan cash flow requirements and other factors such as yield and pay-out ratio.

Note 23—Cash and cash equivalents


€ million	2024		2023
Cash at bank and in hand		290		283
Cash and cash equivalents subject to contractual restrictions		300		—
Term deposits		1,458		1,336
Money market funds		1,473		1,288

Total cash and cash equivalents		3,521		2,907

Cash at banks and money market funds are subject to interest at floating rates based on daily bank rates. Short-term deposits are made for varying periods, depending on the immediate cash requirements of the Group—and earn interest at the respective deposit rates. Cash and cash equivalents are held at various financial institutions meeting the credit rating criteria set out in Note 22 above. See also Note 36 in connection with the receipt of C-band Accelerated Relocation Payments around the year end.

F-71

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Cash and cash equivalents subject to contractual restrictions of EUR 300.0 million (2023: EUR nil) represents funds received from European Commission in relation to the IRIS² (Infrastructure for Resilience, Interconnectivity and Security by Satellite) program. This represents initial funding from the EU Commission for program costs arising in the first year of the program for both SES ASTRA S.A. and other consortium members and subcontractors. At the year-end, the Group has a deposit of EUR 300.0 million (2023: EUR nil) in relation to the IRIS² program.

Note 24—Shareholders’ equity

Issued capital

SES has a subscribed capital of EUR 696 million (2023: EUR 696 million, 2022: EUR 696 million), represented by 371,457,600 Class A shares (2023: 371,457,600 Class A shares, 2022: 371,457,600 Class A shares) and 185,728,800 Class B shares (2023: 185,728,800 Class B shares, 2022: 185,728,800 Class B shares) with no par value.

The movement between the opening and closing number of shares issued per class of share can be summarized as follows:

Class A shares

Class B shares

Total shares

Balance as of January 1, 2024

371,457,600

185,728,800

557,186,400

Shares issued during the year

—

Shares canceled during the year

—

Balance as of December 31, 2024

371,457,600

185,728,800

557,186,400

Class A shares

Class B shares

Total shares

Balance as of January 1, 2023

371,457,600

185,728,800

557,186,400

Shares issued during the year

—

Shares canceled during the year

—

Balance as of December 31, 2023

371,457,600

185,728,800

557,186,400

Class A shares

Class B shares

Total shares

Balance as of January 1, 2022

383,457,600

191,728,800

575,186,400

Shares issued during the year

—

Shares canceled during the year

(12,000,000)

(6,000,000)

(18,000,000)

Balance as of December 31, 2022

371,457,600

185,728,800

557,186,400

Fiduciary Deposit Receipts (‘FDRs’) with respect to Class A shares are listed on the Luxembourg Stock Exchange and on Euronext Paris. They can be traded freely and are convertible into Class A shares at any time and at no cost at the option of the holder under the conditions applicable in the Company’s articles of association and in accordance with the terms of the FDRs.

All Class B shares are currently held by the State of Luxembourg, or by Luxembourg public institutions. Dividends paid for one share of Class B equal 40% of the dividend for one share of Class A.

A shareholder, or a potential shareholder, who seeks to acquire, directly or indirectly, more than 20% of the shares of the Company must inform the Chairman of the Board of Directors of the Company of such an intention. The Chairman of the Board of Directors of the Company shall forthwith inform the government of the Grand Duchy of Luxembourg of the envisaged acquisition which may be opposed by the government

F-72

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

within three months should the government determine that such an acquisition would be against the general public interest.

In case of no opposition from the government, the Board shall convene an extraordinary meeting of shareholders which may decide at a majority provided for in article 450-3 of the law of August 10, 1915, as amended, regarding commercial companies, to authorize the shareholder, or potential shareholder, to acquire more than 20% of the shares. If it is an existing shareholder of the Company, it may attend the general meeting and will be included in the count for the quorum but may not take part in the vote.

Share buyback program

On May 6, 2021 the Company announced a share buyback program to be executed by December 31, 2021 under the authorization given by the Annual General Meeting of shareholders held on April 1, 2021. During the year the Group acquired 12 million Class A shares at a weighted average price of EUR 6.56 per A-share and 6 million Class B shares at a price of EUR 2.62 per B-share, resulting in a total cost of the program of EUR 95 million. On September 27, 2022 the shares acquired under the program were canceled in order to reduce the total number of voting and economic shares in issue, for a total consideration of EUR 80 million.

On August 3, 2023 the Company announced a share buyback program under the authorization given by the Annual General Meeting of shareholders held on April 6, 2023. In connection with this program, as of December 31, 2024 the Group acquired 23,952,416 FDRs at a weighted average price of EUR 5.22 per FDR and 11,976,209 Class B shares at an average price of €2.09 per B-share, resulting in a total cost of the program of EUR 150 million.

Subject to the agreement of the shareholders, the Company also purchases FDRs in connection with executives’ and employees’ share-based payment plans. As of December 31, 2024, the Company held 3,898,699 FDRs (December 31, 2023: 5,575,410 FDRs, December 31, 2022: 6,565,553 FDRs) relating to such plans. These FDRs are disclosed as treasury shares in the consolidated statements of financial position and are carried at acquisition cost as a deduction from equity.


	2024		2023		2022
FDRs held as of December 31		27,851,115		9,615,110		6,565,553
Carrying value of FDRs held (€ million)		173		90		81

Class B shares held as of December 31		11,976,209		—		—
Carrying value of Class B shares held (€ million)		25		—		—

EUR 550 million Deeply Subordinated Fixed Rate Resettable Securities

In November 2016 SES issued Deeply Subordinated Fixed Rate Resettable Securities for an amount of EUR 550 million, with a first call on January 29, 2024. The securities bear a coupon of 5.625% per annum to the first call date and were priced at 99.304% of their nominal value. Tender premium and transaction costs for this transaction amounted to EUR 8 million and were deducted from “Other reserves”.

On December 4, 2023 the Company issued a notice of redemption to holders of its EUR 550 million Deeply Subordinated Fixed Rate Resettable Securities with a call date on January 29, 2024, on which date the Company fully settled those securities.

F-73

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

EUR 625 million Deeply Subordinated Fixed Rate Resettable Securities

In May 2021 SES issued Deeply Subordinated Fixed Rate Resettable Securities for an amount of EUR 625 million, with a first call date on August 27, 2026. The securities bear a coupon of 2.875% per annum and were priced at 99.409% of their nominal value. Tender premium and transaction costs for this transaction amounted to EUR 26 million and were deducted from “Other reserves”.

Coupon payments in respect of the Deeply Subordinated Fixed Rate Resettable Securities occurred on January 30, 2024 (EUR 31 million), August 30, 2024 (EUR 18 million) and have been deducted from ‘Other reserves’. The corresponding payments in 2023 were on January 30, 2023 (EUR 31 million), August 28, 2023 (EUR 18 million) and have been deducted from ‘Other reserves’. The corresponding payments in 2022 were on January 31, 2022 (EUR 31 million), August 29, 2022 (EUR 18 million) and were also deducted from ‘Other reserves’. Tax on the Perpetual Bonds coupon accrual of EUR 6 million (2023: EUR 14 million, 2022: EUR 14 million) has been credited to ‘Other reserves’.

In 2024 the Group repurchased in the open market an aggregate amount of EUR 37 million in principal amount of its EUR 625 million Deeply Subordinated Fixed Rate Resettable Securities issued on May 27, 2021. The Group’s cash outflow in respect to the repurchase amounted to EUR 35 million and the repurchase resulted in EUR 2 million gain being recorded in ‘Other reserves’. In accordance with the terms and conditions of the Securities, the purchased Securities will be canceled. Following these transactions, the outstanding principal amount of the Securities at the year-end was EUR 588 million.

The Company may, at its discretion, elect to defer all or part of any interest payment. Coupon accruals may be paid at the option of the Company in whole or in part at any time. Coupons become payable under the following circumstances: whenever the Company makes dividend payments or other distributions in respect of any junior obligations or parity obligations of the Company or the guarantor (SES Americom Inc.); whenever the Company or the guarantor elects to redeem, repurchase or otherwise acquire any junior obligations or parity obligations; whenever the Company does not elect to defer all of the interest accrued in respect of the relevant interest period; or upon redemption or repayment of the securities.

Other reserves

In accordance with Luxembourg legal requirements, a minimum of 5% of the yearly statutory net profit of the Company is transferred to a legal reserve which is non-distributable. This requirement is satisfied when the reserve reaches 10% of the issued share capital. As of December 31, 2024 a legal reserve of EUR 70 million (2023: EUR 72 million, 2022: EUR 72 million) is included within other reserves.

Other reserves include a non-distributable amount of EUR 198 million (2023: EUR 95 million, 2022: EUR 80 million) linked to treasury shares, and an amount of EUR 54 million (2023: EUR 101 million, 2022: EUR 142 million) representing the net worth tax reserve for 2018-2019 (2023: representing the net worth tax reserve for 2018-2019, 2022: representing the net worth tax reserve for 2017-2019), for which the distribution would result in the payment of net worth tax at a rate of up to 20% of the distributed reserve in accordance with Luxembourg law requirement.

F-74

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 25—Non-controlling interests

Set out below is the summarized financial information for each subsidiary that has non-controlling interests (NCI) that are material to the Group. The amounts disclosed for each subsidiary are before inter-company eliminations.


€ million	LuxGovSat S.A. (50% NCI)*						Al Maisan Satellite Communications LLC, UAE (65% NCI)*
Summarized balance sheets	2024			2023			2024			2023
Current assets		23			12			4			5
Current liabilities		(25	)		(22	)		(2	)		(2	)
Current net (liabilities)/assets		(2	)		(10	)		2			3

Non-current assets		131			137			24			20
Non-current liabilities		(34	)		(50	)		—			—
Non-current net assets		97			87			24			20

Net assets		95			77			26			23
Accumulated NCI		48			39			17			15
Transactions with non-controlling interests		—			—			—			—

*	Refer to Note 2


€ million	LuxGovSat S.A. (50% NCI)									Al Maisan Satellite Communications LLC, UAE (65% NCI)
Summarized statements of comprehensive income	2024			2023			2022			2024			2023			2022
Revenue		38			31			27			10			7			9
Operating expenses		(12	)		(12	)		(15	)		(4	)		(4	)		(5	)
Profit/(loss) for the period		9			4			(2	)		2			—			—
Other comprehensive income		—			—			—			—			—			—
Total comprehensive income		9			4			(2	)		2			—			—
Profit/(loss) allocated to NCI		4			2			(1	)		1			—			—
Dividend paid to NCI		—			—			—			—			—			—


€ million	LuxGovSat S.A. (50% NCI)									Al Maisan Satellite Communications LLC, UAE (65% NCI)
Summarized cash flows	2024			2023			2022			2024			2023			2022
Cash flows from/(absorbed by) operating activities		37			16			10			6			5			6
Cash flows from/(absorbed by) investing activities		—			—			—			—			—			—
Cash flows from/(absorbed by) financing activities		(37	)		(16	)		(10	)		(6	)		(12	)		(7	)
Net foreign exchange movements		—			—			—			—			(1	)		—
Net increase/(decrease) in cash and cash equivalents		—			—			—			—			(8	)		(1	)

Note 26—Share-based compensation plans

The Group has four share-based compensation plans which are detailed below. In the case of the Stock Appreciation Rights Plan and Equity Incentive Compensation Plan the relevant strike price is defined as the average of the market price of the underlying shares over a period of 15 trading days before the date of the grant.

F-75

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

The Stock Appreciation Rights Plan (‘STAR Plan’)

The STAR Plan is an equity-settled plan available to non-executive staff of Group subsidiaries, where share options are granted. A third of the share options vest and can be exercised each year. After being fully vested, the share options have a four-year exercise period. There were no outstanding options as of December 31, 2024 (2023: nil, 2022: 372,942). No options were exercised in 2024, 2023 or in 2022.


	2024		2023		2022
Outstanding options at the end of the year		—		—		372,942
Weighted average exercise price in euro		—		—		24.37

Movements in the number of share options outstanding and their related weighted average exercise prices in euro are as follows:


	2024 Average exercise price per share option		Number of options		2023 Average exercise price per share option		Number of options			2022 Average exercise price per share option		Number of options
As of January 1		—		—		24.37		372,942			27.61		700,553
Forfeited		—		—		24.39		(372,942	)		31.31		(327,611	)
Exercised		—		—		—		—			—		—

As of December 31		—		—		—		—			24.37		372,942

Share options outstanding at the end of the year have the following expiry date and exercise prices in euro:


Grant	Expiry date		Exercise price per share options		Number of options
Grant	Expiry date		Exercise price per share options		2024		2023		2022
2016		2023		24.39		—		—		372,942

						—		—		372,942

Simulated Restricted Share Units (‘SRSU’)

In 2017 the Group introduced a new compensation plan which has progressively replaced the STAR Plan. SRSU are cash-settled awards delivered on June 1 following a three-year vesting period. The liability for the cash-settled awards is measured initially and at the end of each reporting period until settled, at the fair value of the share appreciation rights, taking into account the terms and conditions on which the stock appreciation rights were granted and recognized to the extent to which the employees have rendered services to date.

During 2024, no SRSU have been granted (2023: 1,233,352). During the same period, 282,548 SRSUs have been forfeited (2023: 172,473) and 647,870 SRSU have been vested (2023: 652,648). A liability of EUR 3,525,918 has been recognized in the consolidated statements of financial position as of December 31, 2024 (December 31, 2023: EUR 7,290,615) based on the 1,735,344 outstanding SRSUs (December 31, 2023: 2,665,762 ) measured at the Group’s share price at the end of the year on a pro-rata basis over 3 years vesting period.

Equity Based Compensation Plan comprising options (‘EBCP Option’)

The EBCP Option is usually available to Group executives. Under the plan, the “date of Option Grant” means the first business day that follows fifteen (15) market trading days for Shares after the Allocation Period during which the Fair Market Value is fixed. For EBCP Option grants till year 2020 inclusive and prior, one-quarter of the entitlement vests on each January 1 of the four years following the Date of Option

F-76

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Grant. For EBCP Grants from 2021 onwards a 3-year cliff vesting on June 1 (Y+3) was introduced. One EBCP Grant has an exceptional vesting arrangement whereby one fifth of the entitlement vests on each June 1 of the five years following the Date of Option Grant. There was no stock option issuance in year 2024. Once vested, the options can be exercised until the tenth anniversary of the original grant.

2024

2023

2022

Outstanding options at the end of the year

15,165,029

19,049,997

20,348,470

Weighted average exercise price in euro

11.54

11.88

12.09

Out of 15,165,029 outstanding options as the end of 2024 (2023: 19,049,997, 2022: 20,348,470), 12,183,981 options are exercisable (2023: 11,242,584, 2022: 10,456,400). In 2024 59,060 treasury shares were delivered at a weighted average exercise price of EUR 5.97 each, while in 2023 147,451 treasury shares were delivered at a weighted average exercise price of EUR 6.11 each and in 2022 715,431 treasury shares were delivered at a weighted average exercise price of EUR 5.97 each. On average, in 2024, the related weighted average share price at the time of exercise during 2024 was EUR 6.11 per share.

Movements in the number of share options outstanding and their related weighted average exercise prices in euro are as follows:


	2024 Average exercise price per share option		Number of options			2023 Average exercise price per share option		Number of options			2022 Average exercise price per share option		Number of options
As of January 1		11.88		19,049,997			12.09		20,348,470			13.17		18,767,922
Granted		—		—			—		—			8.26		4,286,464
Forfeited		13.33		(3,825,908	)		16.32		(1,151,022	)		16.25		(1,990,485	)
Exercised		5.97		(59,060	)		6.11		(147,451	)		5.97		(715,431	)

As of December 31		11.54		15,165,029			11.88		19,049,997			12.09		20,348,470

Share options outstanding at the end of the year have the following expiry date and exercise prices in euro:


Grant	Expiry date		Exercise price per share options		Number of options
Grant	Expiry date		Exercise price per share options		2024		2023		2022
2022		2032		8.40		3,037,691		3,805,164		3,925,594
2022		2032		6.00		196,834		247,307		247,307
2021		2031		6.40		2,571,440		3,069,930		3,183,714
2020		2030		5.97		2,810,388		3,434,330		3,657,372
2019		2029		15.01		1,304,353		1,638,010		1,755,453
2018		2028		18.23		242,000		407,000		407,000
2018		2028		12.67		2,540,829		3,038,030		3,253,658
2017		2027		21.15		1,249,983		1,600,721		1,757,123
2016		2026		24.39		888,300		1,084,398		1,181,646
2015		2025		32.73		323,211		407,535		447,665
2014		2024		26.5		—		317,572		347,511
2013		2023		23.51		—		—		184,427

						15,165,029		19,049,997		20,348,470

Equity Based Compensation Plan (‘EBCP’)

The EBCP is also a program for executives and senior executives of the Group, comprising performance shares (‘EBCP PS’) and restricted shares (‘EBCP RS’). Under the plan, restricted shares are allocated to

F-77

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

executives at the beginning of May each year and these vest on the June 1 following the third anniversary of the grant. Performance shares are allocated at the beginning of May each year. Vesting for performance shares are subject to the achievement of the Total Shareholder Return (“TSR”), measured on a relative basis to the median TSR performance of a panel of comparable companies and reviewed by the Remuneration Committee prior to the Share Vesting Date. In addition, starting from share grant 2023, with first vesting being on June 1, 2026, the performance shares for members of the Senior Leadership Team, are subject to Environmental, Social and Governance (“ESG”) metrics which will be applied as a modifier to the TSR and will be reviewed by the Remuneration Committee prior to the Share Vesting Date.


	2024		2023
Restricted and performance shares outstanding at the end of the year		4,438,497		4,215,486
Weighted average fair value in euro		5.51		5.44

During 2024, 456,894 restricted shares (2023: 451,705) and 1,635,264 (2023: 1,287,594) performance shares were granted; 196,299 restricted shares (2023: 67,853 ) and 355,197 performance shares (2023: 86,772) were forfeited; and 944,846 performance shares (2023: 604,047 ) and 372,805 restricted shares (2023: 238,645 ) were exercised.

The fair value of STARs and EBCP Option granted is estimated as at the date of the grant using a binomial model. The fair value of EBCP RS is estimated at the date of the grant by restating discounted dividends from share price and taking into account the terms and conditions upon which the shares were granted. The fair value of EBCP PS is estimated at the date of the grant using a Monte-Carlo simulation model and taking into account the terms and conditions upon which the shares were granted.

The following table lists the average value of inputs to the model used for the years ended December 31, 2024 and December 31, 2023.


2024	EBCP PS and EBCP RS
Dividend yield (%)		11.04	%
Risk-free interest rate (%)		2.80	%
Expected life of options (years)		3
Share price at inception (EUR)		5.26
Fair value per option/share (EUR)		4.23-3.83
Total expected cost for each plan (€million)		4.95-1.87


2023	EBCP PS and EBCP RS
Dividend yield (%)		10.22	%
Risk-free interest rate (%)		2.74	%
Expected life of options (years)		3
Share price at inception (EUR)		5.59
Fair value per option/share (EUR)		5.41-4.16
Total expected cost for each plan (€million)		8.60

The expected life of options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may or may not necessarily be the actual outcome.

The total charge for the year for share-based compensation amounted to EUR 10 million (2023: EUR 13 million, 2022: EUR 12 million), out of which equity-settled EUR 10 million (2023: EUR 9 million, 2022: EUR 9 million) and cash-settled EUR 0 million (2023: EUR 4 million, 2022: EUR 3 million).

F-78

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 27—Borrowings

As of December 31, 2024 and 2023, the Group’s interest-bearing borrowings were:


€ million	Effective interest rate			Maturity		Amounts outstanding 2024, carried at amortized cost
Non-current
Eurobond 2026 (EUR 650 million)		1.625	%		March 2026		651
Euro Private Placement 2027 (EUR 140 million under EMTN)		4.00	%		May 2027		140
Eurobond 2027 (EUR 500 million)		0.875	%		November 2027		499
Eurobond 2028 (EUR 400 million)		2.00	%		July 2028		398
Eurobond 2029 (EUR 750 million)		3.50	%		January 2029		746
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		32
German bond (EUR 50 million), non-listed		4.00	%		November 2032		50
US Bond (USD 250 million)		5.30	%		April 2043		235
US Bond (USD 500 million)		5.30	%		March 2044		468
Hybrid Bond NC5.25 (EUR 500 million)		5.50	%		September 2054		494
Hybrid Bond NC8 (EUR 500 million)		6.00	%		September 2054		496
Fixed Term Loan (SES Astra 1P Sarl), non-listed		3.15	%		March 2031		28
Floating Term Loan Facility (SES Satellites Ventures Sarl), non-listed		SOFR 3M + 2.2	%		March 2030		10

Total non-current							4,247

Current
German bond (EUR 250 million), non-listed		1.71	%		December 2025		250
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		17
Fixed Term Loan (SES Astra 1P Sarl), non-listed		3.15	%		March 2031		6

Total current							273


€ million	Effective interest rate			Maturity		Amounts outstanding 2023, carried at amortized cost
Non-current
German bond (EUR 250 million)		1.71	%		December 2025		250
Eurobond 2026 (EUR 650 million)		1.625	%		March 2026		652
Euro Private Placement 2027 (EUR 140 million under EMTN)		4.00	%		May 2027		140
Eurobond 2027 (EUR 500 million)		0.875	%		November 2027		497
Eurobond 2028 (EUR 400 million)		2.00	%		July 2028		397
Eurobond 2029 (EUR 750 million)		3.50	%		January 2029		745
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		50
German bond (EUR 50 million)		4.00	%		November 2032		50
US Bond (USD 250 million)		5.30	%		April 2043		220
US Bond (USD 500 million)		5.30	%		March 2044		442

Total non-current							3,443

Current
Perpetual Bond (EUR 550 million)		5.625	%		January 2024		550
German bond (EUR 150 million), non-listed		EURIBOR 6M + 0.80	%		June 2024		150
Fixed Term Loan (LuxGovSat), non-listed		3.30	%		December 2027		16

Total current							716

F-79

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

European Medium-Term Note (‘EMTN’) programme

SES has an EMTN programme enabling SES, or SES Americom Inc., to issue as and when required notes up to a maximum aggregate amount of EUR 5,500 million. As of December 31, SES had issued EUR 3,440 million (2023: EUR 2,440 million) under the EMTN programme with maturities ranging from 2026 to 2054.

German bond issue of EUR 400 million (2024/2025)

In 2018 the Group issued EUR 400 million in the German bond (‘Schuldschein’) market. The transaction consisted of two individual tranches:

•

a EUR 150 million tranche with a floating interest rate of a six-month EURIBOR plus a margin of 0.8% and a final maturity date on June 18 2024 was settled in full at maturity.

•

a EUR 250 million tranche with a fixed interest rate of 1.71% and a final maturity date on December 18, 2025.

EUR 650 million Eurobond (2026)

In 2018 SES issued a EUR 500 million 8-year bond under the EMTN program. On June 22, 2021 SES announced the successful launch and pricing of a tap of its 1.625% Notes in which it has agreed to sell incremental senior unsecured fixed rate notes of EUR 150 million. These notes were priced at 106.665% of their nominal value. The bond bears interest at a fixed rate of 1.625% and has a final maturity date on March 22, 2026.

EUR 500 million Eurobond (2027)

In November 2019, SES issued a EUR 500 million bond under the EMTN program. The bond has an 8-year maturity and bears interest at a fixed rate of 0.875% and has a final maturity date on November 4, 2027.

EUR 140 million Private Placement (2027)

In 2012 SES issued three individual tranches of a total EUR 140 million Private Placement under the EMTN program with ING Bank N.V. The Private Placement has a 15-year maturity, beginning May 31, 2012, and bears interest at a fixed rate of 4.00%.

EUR 400 million Eurobond (2028)

In July 2020, SES issued a EUR 400 million bond under the EMTN program. The bond has an 8-year maturity and bears interest at a fixed rate of 2.00% and has a final maturity date on July 2, 2028.

EUR 750 million Eurobond (2029)

On June 14, 2022, SES issued a EUR 750 million bond under the EMTN program. The bond has a 7-year maturity, bears interest at a fixed rate of 3.50%, and has a final maturity date on January 14, 2029.

German bond issue of EUR 50 million (2032)

In 2012 the Group signed an agreement to issue EUR 50 million in the German bond (‘Schuldschein’) market. The German bond bears a fixed interest rate of 4.00% and matures on November 12, 2032.

F-80

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

144A Bond USD 750 million (2023)

In 2013 SES completed a 144A offering in the US market issuing a USD 750 million 10-year bond with a coupon of 3.60%. The Bond was settled in full at maturity on April 4, 2023.

144A Bond USD 250 million (2043)

In 2013 SES completed a 144A offering in the US market issuing a USD 250 million 30-year bond with a coupon of 5.30% and a final maturity date on April 4, 2043.

144A Bond USD 500 million (2044)

In 2014 SES completed a 144A offering in the US market issuing a USD 500 million 30-year bond with a coupon of 5.30% and a final maturity date of March 25, 2044.

Syndicated loan

The facility is provided by 19 banks and has been structured as a 5-year multi-currency revolving credit facility. In 2021 the Company extended the termination date from June 26, 2025 to June 26, 2026. Another extension in 2024 set the termination date to June 26, 2028. The facility is for EUR 1,200 million and the interest payable is linked to a ratings grid. At the current SES credit rating of BBB/ Baa3, the interest rate is 45 basis points over EURIBOR/SOFR. As of December 31, 2024 and 2023, no amount had been drawn under this facility.

European Investment Bank (‘EIB’) Financing Facility EUR 300 million (2029)

On December 16, 2022 SES signed a seven-year contract with the EIB which will support the funding of SES’s three fully digital satellites serving Western Europe, Africa and the Middle East. The facility is available for disbursement at fixed or floating rates linked to a ratings grid. At the current SES credit rating of BBB/ Baa3 this equates to 0.42% per annum over EURIBOR (in case of a floating rate) or over a base rate as determined by the EIB (in the case of a fixed rate). As of December 31, 2024 and 2023, no amount had been drawn under this facility.

2016 Deeply Subordinated Fixed Rate Resettable Securities for EUR 550 million (“Perpetual Bond”)

In November 2016 SES issued Deeply Subordinated Fixed Rate Resettable Securities of EUR 550 million at a coupon of 5.625 percent. On December 4, 2023, the Company issued a ‘Notice of Redemption’ to holders of securities with a call date on January 29, 2024 triggering its reclassification from equity to short-term borrowings as of December 31, 2023. Consequently, the Bond has now been fully settled.

EUR 115 million LuxGovSat Credit Facility

In 2015 LuxGovSat S.A. signed a financing agreement with BGL BNP Paribas for EUR 115 million at a fixed coupon rate of 3.30%. The facility is repayable in 14 semi-annual instalments and has a final maturity date of December 1, 2027. As of December 31, 2024, total borrowings of EUR 49 million (2023 EUR 66 million) were outstanding under the fixed term facility and the Company is in compliance with the covenants specified in the facility.

F-81

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

European Commercial Paper program

In 2012 SES signed the documentation for the inception of a joint EUR 1,000 million guaranteed European commercial paper program of SES S.A. and SES Americom Inc. (previously SES Global Americas Holdings Inc.). Issuances under the program represent senior unsecured obligations of the issuer and any issuance under the program is guaranteed by the non-issuing entity. The program is rated by Moody’s Investors Services and Fitch Ratings and is compliant with the standards set out in the STEP Market Convention. On July 4, 2024, this program was updated. As of December 31, 2024 and 2023, no borrowings were outstanding under this program.

Deeply Subordinated Fixed Rate Resettable Securities (‘Hybrid Dual-tranche Bond Offering’)

On September 6, 2024, SES S.A. announced the successful launch and pricing of a hybrid dual-tranche bond offering of EUR 1 billion. The settlement took place on September 12, 2024 and the notes are listed on the Luxembourg Stock Exchange. The transaction is composed of:

•

a EUR 500 million 30-year Non-Call (NC) 5.25-year tranche with a first reset date on December 12, 2029, and

•

a EUR 500 million 30-year NC 8-year tranche with a first reset date on September 12, 2032.

The NC 5.25-year notes bear a coupon of 5.5% per annum and were priced at 99.473% of their nominal value, while the NC 8-year notes will bear a coupon of 6% per annum and were priced at par.

Fixed Term Loan (SES Astra 1P S. à r.l.)

In December 2024, SES received an interest-bearing loan of EUR 33.5 million from Volantis S.à r.l.. The loan has a fixed interest rate of 3.15%, will be repaid in instalments, and matures in 2031.

Floating Term Loan Facility (SES Satellites Ventures S. à r.l.)

In December 2024, SES entered into a loan agreement with Elm (Luxembourg) S.à r.l. for USD 28.1 million to be granted in several instalments. The loan has at Term SOFR plus 2.2% variable interest rate. As of December 31, 2024, the Group had received USD 10.5 million. The loan is repayable in instalments, with a final maturity date in 2030.

Term Loan Agreement

The facility is provided by 24 banks and has been structured as a 5-year term loan facility. The facility amount is EUR 963 million (USD 1,000 million), and the termination date is set for June 15, 2029. The agreement was signed on June 14, 2024 and is related to the acquisition of Intelsat. The interest payable is linked to a ratings grid, with the rate based on the Term SOFR plus a margin that varies according to the SES credit rating. As of December 31, 2024, no amount had been drawn under this facility.

Bridge Facility Agreement

The facility has been structured as a EUR 3 billion bridge facility. The agreement was signed on April 30, 2024 and is related to the acquisition of Intelsat. The interest payable is linked to a ratings grid, with the rate based on the EURIBOR plus a margin that varies according to the SES credit rating. SES secured financing for the acquisition through this initial EUR 3 billion bridge facility and a EUR 963 million (USD 1 billion) Term Loan Facility dated June 14, 2024 (“TLA”). Upon entering the TLA, EUR 930 million of the Bridge Facility was

F-82

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

canceled. Additionally, on September 12, 2024, the Company raised EUR 1 billion in Hybrid financing, which similarly led to the cancelation of an equivalent portion of the Bridge Facility. As of December 31, 2024, the facility amount is EUR 1,079 million and no amount had been drawn under this facility.

European Investment Bank (‘EIB’) Financing Facility EUR 25 million

On December 23, 2024, SES signed a finance contract with the EIB to support the funding of a satellite communications system for rural Central Asia. The facility is available for disbursement at fixed or floating rates linked to a ratings grid. At the current SES credit rating of BBB/Baa3, this equates to 0.36% per annum over EURIBOR (in the case of a floating rate) or over a base rate as determined by the EIB (in the case of a fixed rate). Final availability date falls 24 months after the signature of the contract. As of December 31, 2024, no amount has been drawn under this facility.

European Investment Bank (‘EIB’) Financing Facility EUR 125 million

On December 23, 2024, SES signed a finance contract with the EIB to support the funding of a satellite constellation project. The facility is available for disbursement at fixed or floating rates linked to a ratings grid. At the current SES credit rating of BBB/Baa3, this equates to 0.36% per annum over EURIBOR (in the case of a floating rate) or over a base rate as determined by the EIB (in the case of a fixed rate). Final availability date falls 24 months after the signature of the contract. As of December 31, 2024, no amount has been drawn under this facility.

IBOR Reform

Regulatory authorities have identified and recommended alternative benchmark rates and best practice to support the transition of IBORs to respective alternatives (e.g. SOFR, €STR, SONIA). These changes have been reviewed and do not have any material impact on the Group’s consolidated financial statements and future funding capabilities.

Note 28—Provisions


€ million	2024		2023
Non-current		3		3
Current		128		88
Total		131		91

Movements in each class of provision during the financial year are set out below:


€ million	Group tax provision			Restructuring provision			Other provisions		Total
Balance as of January 1, 2024		59			31			1		91
Additional provisions recognized		4			63			5		72
Unused amounts reversed		—			—			—		—
Used during the year		—			(41	)		—		(41	)
Reclassifications		(30	)		(2	)		40		8
Impact of currency translation		1			—			—		1
Balance as of December 31, 2024		34			51			46		131

Non-current		2			—			1		3
Current		32			51			45		128

F-83

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


€ million	Group tax provision			Restructuring provision			Other provisions			Total
Balance as of January 1, 2023		58			14			2			74
Additional provisions recognized		7			27			—			34
Unused amounts reversed		—			—			(1	)		(1	)
Used during the year		—			(10	)		—			(10	)
Reclassification to income tax payable		(3	)		—			—			(3	)
Impact of currency translation		(3	)		—			—			(3	)
Balance as of December 31, 2023		59			31			1			91

Non-current		2			—			1			3
Current		57			31			—			88


€ million	Group tax provision			Restructuring provision			Other provisions		Total
Balance as of January 1, 2022		44			16			2		62
Additional provisions recognized		15			9			—		24
Unused amounts reversed		—			—			—		—
Used during the year		—			(13	)		—		(13	)
Reclassification to income tax payable		1			—			—		1
Impact of currency translation		(2	)		2			—		—

Balance as of December 31, 2022		58			14			2		74
Non-current		5			—			2		7
Current		53			14			—		67

Group tax provision

Group tax provision mainly relates to disputed withholding tax (‘WHT’) obligations in India where tax authorities have sought to impose WHT on payments from Indian customers despite the existence of a tax treaty that SES believes does not permit this. New Skies Satellites B.V., a Dutch subsidiary of SES providing services in India, has consistently appealed against these decisions from the Indian tax authorities and the case is currently pending before the Indian Supreme Court. Despite the tax technical merits of SES’s arguments, there remains a high-level of uncertainty as to how the Indian Supreme Court will rule. Management believes that it is at present more-likely-than-not that New Skies Satellites B.V. will not be able to obtain a favorable ruling from the Indian Supreme Court and therefore records a provision for this uncertain tax position representing management’s best estimate of the most likely cash out. The increase in the Group tax provision was mainly due to a refund of withholding taxes under litigation.

The accrued interest on the disputed WHT position (EUR 30 million) has been reclassified in 2024 as ‘Other provisions’ (EUR 40 million) and ‘Deferred Tax Asset’ (EUR 10 million).

Restructuring provision

Expenses of the year include an amount of EUR 54 million (2023: EUR 27 million, 2022: EUR 9 million) of staff-related restructuring expenses (Note 5). The consolidated statements of financial position includes a provision of EUR 51 million (2023: EUR 31 million).

F-84

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 29—Trade and other payables


€ million	2024		2023
Trade creditors		58		60
Payments received in advance (please also see Note 30)		25		25
Liability in respect of IRIS²		300		—
Interest on borrowings		63		52
Personnel-related liabilities		69		90
Tax liabilities other than for income tax		15		31
Other financial liabilities		148		132

Total		678		390
Financial liabilities		663		359
Non-financial liabilities		15		31

Tax liabilities mainly relate to VAT payables in the amount of EUR 10 million as of December 31, 2024 (2023: EUR 22 million).

Funds received in connection with the EU IRIS² project

On December 16, 2024, the European Commission has awarded the SpaceRISE consortium the contract to design, deliver, and operate IRIS² for the next 12 years (see Note 1). The amount of EUR 300.0 million (2023: EUR nil) represents the funds received from European Commission in relation to this programme, representing initial funding for programme costs arising in the first year of the programme for both SES ASTRA S.A. and other consortium members and subcontractors.

Note 30—Other long-term liabilities


€ million	2024		2023
Employee benefits obligations		14		13
Payments received in advance		23		47
Other long-term financial liabilities		18		23

Total		55		83

Employee benefits obligations

In the Group’s US operations certain employees benefit from an externally insured post-retirement health benefit plan. As of December 31, 2024, accrued premiums of EUR 7 million (2023: EUR 6 million) are included in this position.

There were no contributions made in 2024 to Group pension schemes (2023: nil).

In addition, certain employees of the US operations benefit from defined contribution pension plans. A liability of EUR 8 million has been recognized as of December 31, 2024 (2023: EUR 10 million) in this respect, out of which EUR 0 million is included under ‘Trade and other payables’ (2023: EUR 2 million).

Payments received in advance

In the framework of receivables securitization transactions completed in June 2019 the Group received a net cash amount of EUR 59 million, from the financial institution as advance settlement of future receivables arising between 2022 and 2024 under contracts with a specific customer. The entire outstanding balance of EUR 25 million as of December 31, 2023 was repaid to the financial institution in January 2024.

F-85

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

In June 2022, the Company received a net cash amount of EUR 47 million from the financial institution as advance settlement of future receivables arising between 2024 and 2025 under contracts with a specific customer. A corresponding aggregate liability including interest of EUR 48 million (2023: EUR 72 million), representing SES’s obligation towards the financial institution to continue to provide services to the customer in accordance with the terms of the customer contract, is recorded in the consolidated statements of financial position as of December 31, 2024 under ‘Trade and other payables’ for EUR 25 million (2023: EUR 25 million) and under ‘Other financial long-term liabilities’ for EUR 23 million.

Other long-term liabilities

The other long-term liabilities include customer collateral deposits amounting to EUR 18 million (2023: EUR 23 million).

Note 31—Fixed assets suppliers


€ million	2024		2023
Non-current		426		313
Current		184		455

Fixed assets suppliers represent liabilities for assets being either acquired directly through procurement contracts with asset manufacturers, or in the framework of agreements whereby the asset is being acquired by an intermediary but where in substance SES bears the risks and rewards of the procurement. In the latter case the Company accrues for construction-related liabilities on the basis of pre-determined milestones agreed between the manufacturer and the relevant parties, see also Note 30. Non-current fixed assets suppliers are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.

The main procurements under this caption are:

•

Satellites for the mPOWER MEO constellation: EUR 233 million (2023: EUR 377 million)

•

Three replacement GEO satellites: EUR 347 million (2023: 330 million EUR)

•

One GEO satellite already in orbit: EUR 0 million (2023: EUR 31 million)

mPOWER satellites

In September 2017, the Company, jointly with its subsidiary O3b Networks Limited, entered as Procurement Agent into a Master Procurement Agency and Option Agreement with a financial institution in connection with the procurement by that financial institution of seven medium-Earth orbit satellites from a satellite manufacturer. At the end of the satellite construction period the Group has the right to acquire, or lease, the satellites from the financial institution or to direct their sale to a third-party.

In August 2020 the Company exercised the option under the Purchase and Sale agreement to procure four additional O3b mPOWER satellites. The Company, again jointly with its subsidiary O3b Networks Limited, entered as Procurement Agent into a second Master Procurement Agency and Option Agreement with a financial institution in connection with the procurement by that financial institution of the additional satellites. At the end of the satellite construction period, foreseen in 2023, the Group again has the right to acquire, or lease, the satellites from the financial institution or to direct their sale to a third-party.

In November 2023 the Company exercised the option under the Purchase and Sale agreement to procure two additional O3b mPOWER satellites to be delivered in 2026. In December 2024, the Company exercised the option to purchase mPOWER satellite 8 and 11.

F-86

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Since the underlying Satellite Purchase and Sale Agreements are directly between the financial institutions and the satellite manufacturer, there is no contractual obligation on the side of the Procurement Agents during the satellite construction process. However, SES management takes the view that there is a constructive obligation arising over the procurement period and hence the Group is accruing for the costs of this program.

SES has the right to nominate shortly before the end of the construction period the entity within the Group which will acquire or lease those assets. SES management expects that the satellites will be acquired or leased in due course by the company SES mPOWER S.à r.l. in Luxembourg, except satellites 12 and 13 which will be acquired or leased by SES Satellites Ventures S.à r.l..

Three replacement GEO satellites

In 2021, the Company entered into a procurement agreement for the acquisition of three GEO satellites. Payment of milestones is done through signatures of a series of promissory notes with a maturity date of January 2025, 2026 and 2027, respectively.

GEO satellite already in orbit

In 2016, the Company entered into a procurement agreement for the acquisition of one of the Company’s GEO satellites. The final obligations in connection with this satellite were settled in December 2024.

Note 32—Commitments and contingencies

Intelsat Acquisition

Intelsat or SES may be required to pay the other party a Breach Termination Fee of USD 300 million plus certain documented out-of-pocket expenses, if the Share Purchase Agreement is terminated under certain circumstances, Intelsat may be required to pay SES a Vote Condition Termination Fee of USD 300 million, plus certain documented out-of-pocket expenses, if the Share Purchase Agreement is terminated under certain circumstances, and SES may be required to pay Intelsat a Regulatory Condition Termination Fee of USD 250 million, plus certain documented out-of-pocket expenses, if the Share Purchase Agreement is terminated under certain other circumstances.

IRIS² Concession Agreement

On December 16, 2024, the European Commission awarded the SpaceRISE consortium (“Consortium”), consisting of SES ASTRA S.A. (Consortium Lead Member), a subsidiary of the Company, Eutelsat and Hispasat, the Concession Agreement to design, deliver, and operate IRIS² (Infrastructure for Resilience, Interconnectivity and Security by Satellite) programme for the next 12 years, EU’s new state-of-the-art multi-orbit connectivity system.

SES’s contribution to IRIS² will be to develop, procure, and operate 18 new MEO satellites. The initial phases of IRIS² will benefit from upfront public funding with limited need for private financing in the early years of design and procurement. In total, SES expects to contribute approximately 40%—50% of the MEO

F-87

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

cost while having the benefit of commercialising over 90% of the MEO capacity and part of the LEO capacity. The capital expenditure for IRIS² of up to EUR 1.8 billion would be spread across the period from 2027 and 2030.

Under the IRIS² contract, SES’s commitment to invest the above-mentioned amount is subject to confirmation twelve months after the original contract signature date (December 16, 2024) through a contractual mechanism which allows SES to evaluate the status of the IRIS² contract execution and its compliance with SES’s investment conditions. If such conditions are not met, SES will propose to the European Commission and the other parties involved necessary adjustments to the terms and conditions of the IRIS² contract. In the absence of an agreement with the European Commission on such a revised proposal then SES would be able to unilaterally terminate its contractual commitments under the IRIS² contract at the cost of circa EUR 8 million in termination fees.

In December 2024 the Group received an initial funding (“Pre-financing”) of EUR 300 million (2023: EUR nil) from the European Commission for IRIS² programme costs arising in the first year of the programme for both the Group and other consortium members and subcontractors. In the event of an early termination of the Concession Agreement for IRIS², the Group has a contractual commitment to refund the European Commission any residual portion of the EUR 300 million Pre-financing which is unused or uncleared against milestones accepted in accordance with the Concession Agreement.

Capital expenditure commitments

The Group had outstanding commitments in respect of contracted capital expenditure totaling EUR 281 million as of December 31, 2024 (2023: EUR 376 million). These commitments largely reflect the procurement of satellites and satellite launchers and are stated net of liabilities under these programs which are already disclosed under “Fixed assets suppliers”, see Note 31. The commitments as of December 31, 2024 also include EUR 64 million (2023: EUR 67 million) in connection with the renewal of the agreement with Luxembourg government in respect of SES’s concession to operate satellites under Luxembourg’s jurisdiction.

The capital expenditure commitments arising under these agreements as of December 31 are as follows:


€ million	2024		2023
Within one year		96		258
After one year but not more than five years		143		72
After more than five years		42		46

Total		281		376

F-88

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Other commitments

The Group’s other commitments include transponder service agreements for the purchase of satellite capacity from third parties under contracts with a maximum life of eight years for EUR 47 million (2023: EUR 24 million), cloud computing service agreements for EUR 59 million (2023: EUR 78 million), as well as EUR 64 million (2023: EUR 67 million) in connection with capital contributions into a Luxembourg space sector fund in connection with the renewal of the agreement with Luxembourg government in respect of SES’s concession to operate satellites under Luxembourg’s jurisdiction.


€ million	2024		2023
Within one year		160		152
After one year but not more than five years		130		130
After more than five years		45		47

Total		335		329

The total expense recognized for transponder service agreements in 2024 was EUR 158 million (2023: EUR 141 million, 2022: EUR 94 million).

Litigation

There were no significant litigation claims against the Group as of December 31, 2024, or as of December 31, 2023.

Guarantees

On December 31, 2024 the Group had outstanding bank guarantees of EUR 39 million (2023: EUR 48 million) with respect to performance and warranty guarantees for services of satellite operations.

Note 33—Leases

Lessor

During 2024 the Group recognized EUR 49 million of leasing income (2023: EUR 22 million, 2022: EUR 6 million) related to customer lease contracts (see Note 4) and EUR 5 million of finance lease income (2023: nil) related to an equipment finance lease contract (see Note 7).

Lessee

The Group’s right-of-use assets and associated liabilities are measured at the present value of the remaining lease payments, discounted using the Group’s weighted average incremental borrowing rate of the previous year, namely 2.97% (2023: 2.87%, 2022: 2.76%).

F-89

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Amounts recognized in the consolidated statements of financial position

The Group leases office buildings, third-party transponders, ground segment assets and other fixtures and fittings, tools and equipment as set out below.


€ million	Buildings			Transponders (included within Space Segment)			Ground segment			Other fixtures and fittings, tools and equipment			December 31, 2024
Right-of-use assets
Cost		32			27			25			2			86
Accumulated depreciation		(15	)		(10	)		(10	)		(1	)		(36	)

Total		17			17			15			1			50


€ million	Buildings			Transponders (included within Space Segment)			Ground segment			Other fixtures and fittings, tools and equipment			December 31, 2023
Right-of-use assets
Cost		49			15			14			2			80
Accumulated depreciation		(29	)		(7	)		(5	)		(1	)		(42	)

Total		20			8			9			1			38

There were EUR 39 million (2023: EUR 18 million) additions to the right-of-use assets during 2024, partially offset by EUR 35 million (2023: EUR 5 million) disposals of expired assets. The depreciation charge for the year on such assets was EUR 25 million (2023: EUR 19 million).

Lease liabilities are presented below as of December 31:


€ million	2024		2023
Maturity analysis—contractual undiscounted cash flows
Within one year		19		17
After one year but not more than five years		28		19
More than five years		8		9

Total		55		45

Lease liabilities included in the consolidated statements of financial position of December 31
Current		19		16
Non-current		32		23

Total		51		39

The leases of office buildings typically run for a period of 2-10 years and leases of ground segment assets for 5 years. Some leases include an option to renew the lease for an additional period after the end of the contract term. The Group assesses at lease commencement whether it is reasonably certain to exercise the extension option. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control.

F-90

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Amounts recognized in the consolidated income statements

Depreciation charge of right-of-use assets:


€ million	2024		2023		2022
Buildings		5		6		10
Transponders (included within Space Segment)		15		9		4
Ground segment		4		3		4
Other fixtures and fittings, tools and equipment		1		1		1

Total		25		19		19

Finance cost:


€million	2024		2023		2022
Interest expense		2		2		2

Total		2		2		2

The total cash outflow for leases in 2024 was EUR 26 million (2023: EUR 22 million, 2022: EUR 17 million).

Note 34—Cash flow information

Net cash generated by operating activities

Other non-cash items in the consolidated income statements, disclosed in other notes are:

•

Restructuring expense (Note 5)

•

Charge for share-based compensation (Note 26)

•

Provision for the impairment of trade and other receivables (Note 20)

•

Inventory provision (Note 18)

•

Net foreign exchange gains (Note 7)

•

Finance lease income (Note 7)

•

Interest income (Note 7)

•

Amortization of loan originations costs (Note 7)

•

Income from structured financing (Note 8)

•

Fair value gains/ losses on financial assets (Note 8)

Non-cash investing activities

Purchases of property, plant and equipment or intangible assets not included as a cash outflow in the consolidated statements of cash flows are disclosed in Notes 14, 15 and 16.

F-91

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for 2024 and 2023.


€ million	2024			2023
Cash and cash equivalents		3,521			2,907
Borrowings—repayable within one year		(273	)		(716	)
Borrowings—repayable after one year		(4,247	)		(3,443	)

Net debt¹		(999	)		(1,252	)


€ million	2024			2023
Cash and cash equivalents		3,521			2,907
Borrowings - floating rates		(10	)		(150	)
Borrowings - fixed interest rates		(4,510	)		(4,009	)

Net debt¹		(999	)		(1,252	)

1	Net debt excludes lease liabilities. Including these, net debt as of December 31, 2024 was EUR 1,050 million (2023: EUR 1,292 million). The total cash outflow for leases in 2024 was EUR 26 million (2023: EUR 22 million).


€ million	Cash and cash equivalents		Borrowings repayable within one year			Borrowings repayable after one year			Total
Net debt as of January 1, 2024		2,907		(716	)		(3,443	)		(1,252	)
Cash flows (net)		472		717			(1,034	)		155
Foreign exchange adjustments		142		—			(42	)		100
Transfers (see Note 27)		—		(273	)		273			—
Other non-cash movements*		—		(1	)		(1	)		(2	)

Net debt as of December 31, 2024		3,521		(273	)		(4,247	)		(999	)


€ million	Cash and cash equivalents			Borrowings repayable within one year			Borrowings repayable after one year			Total
Net debt as of January 1, 2023		1,047			(719	)		(3,629	)		(3,301	)
Cash flows (net)		1,983			706			—			2,689
Foreign exchange adjustments		(123	)		—			36			(87	)
Transfers (see Note 27)		—			(700	)		150			(550	)
Other non-cash movements*		—			(3	)		—			(3	)

Net debt as of December 31, 2023		2,907			(716	)		(3,443	)		(1,252	)

F-92

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


€ million	Cash and cash equivalents			Borrowings repayable within one year			Borrowings repayable after one year			Total
Net debt as of January 1, 2022		1,049			(57	)		(3,524	)		(2,532	)
Cash flows (net)		(17	)		57			(744	)		(704	)
Foreign exchange adjustments		15			—			(90	)		(75	)
Transfers		—			(719	)		719			—
Other non-cash movements*		—			—			10			10

Net debt as of December 31, 2022		1,047			(719	)		(3,629	)		(3,301	)

*	related to loan origination costs

During 2024 the Group issued a hybrid dual-tranche bond for EUR 1 billion and entered into two new loan agreements for total amounts of EUR 33.5 million and USD 28.1 million to be granted in several instalments. The Group also reimbursed the 2016 Perpetual Bond for EUR 550 million and a EUR 150 million tranche of the German bond.

During 2023 the Group issued European Commercial Paper for EUR 260 million (2022: EUR nil million) and reimbursed EUR 260 million (2022: EUR nil million). These have been presented net in the consolidated statements of cash flows.

Note 35—Related parties

The state of Luxembourg holds a direct 11.58% voting interest in the Company and two indirect interests, both of 10.88% each, through two state owned banks, Banque et Caisse d’Epargne de l’Etat and Société Nationale de Crédit et d’Investissement and is therefore deemed to have a significant influence over the Company. These shares constitute the Company’s Class B shares, as described in Note 24.

In 2024 the Company generated revenue of EUR 31 million (2023: EUR 27 million) with departments of the Government of the state of Luxembourg and held a trade receivable of EUR 0 million as of December 31, 2024 (2023: EUR 4.1 million).

There were no transactions with other related parties in 2024, nor in 2023, which would require disclosure.

The total remuneration paid to directors for attendance at board and committee meetings in 2024 amounted to EUR 1.2 million (2023: EUR 1.2 million, 2022: EUR 1.0 million). These amounts are computed on a fixed and variable basis, the variable part being based upon attendance at board and committee meetings.

The key management of the Group, defined as the Senior Leadership Team, received compensation as follows:


€ million	2024		2023		2022
Remuneration including bonuses and other benefits*		8		10		7
Share-based compensation plans		2		1		3

Total		10		11		10

*	2024 remuneration of SLT members includes EUR 0 million (2023: EUR 1.6 million) of contractual severance payment for departing Senior Leadership Team members

The total outstanding amount in respect of share-based payment instruments allocated to key management as of December 31, 2024 was 2,542,423 (2023: 3,868,807, 2022: 5,455,577).

F-93

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 36—C-band repurposing

The Group was subject to the Federal Communications Commission’s Report and Order and Order of Proposed Modification dated February 28, 2020 (‘the Order’) in connection with the clearing of a 300 MHz band of C-band downlink spectrum between 3,700 and 4,000 MHz by December 2025 to support the rapid deployment of terrestrial 5G services in the continental United States (‘CONUS’).

SES filed its Phase II Certification of Accelerated Relocation with the FCC on July 10, 2023, completing SES’s obligations under the Order. The FCC validated the certificate on August 9, 2023, at which time the EUR 2,714 million (USD 2,991 million) of Accelerated Relocation Payments were fully earned. SES received the Accelerated Relocation Payments between August 24, 2023 and October 13, 2023. SES paid EUR 424 million of income tax in respect of the Accelerated Relocation Payments in 2023. Since the C-band repurposing project is not the result of a contract with a customer, the proceeds were not accounted for as revenue but rather as ‘C-band repurposing income’.

To facilitate the clearing of the spectrum SES procured six C-band satellites and necessary launch vehicles. The Group’s ground facilities were also consolidated and upgraded to comply with the provisions of the Order, with customers and affiliated earth stations being equipped with special filters, new antennae and/or other capabilities so that they can be migrated to work with services operating in the remaining 200 MHz of spectrum (between 4,000 MHz and 4,200 MHz) available to satellite operators.

For capitalized costs related to the procurement of the C-band satellites, launches, and upgraded ground facilities, the Group recorded credits to the recorded book values of the related asset when the costs had been incurred and the Group had obtained reasonable assurance that the costs will be reimbursed and that it will comply with the requirements attached to the reimbursement. The costs and expected reimbursements recorded in the consolidated statements of financial position under “Assets in the course of construction” (Note 15) are presented in the following table:


€ million	Space segment			Ground segment			Total
Cost as of January 1, 2024		1,033			55			1,088
Additions		—			—			—
Impact of currency translation		65			4			69
Cost as of December 31, 2024		1,098			59			1,157
Expected reimbursements as of January 1, 2024		(243	)		(50	)		(293	)
Additions / (rejections) (net)		11			(1	)		10
Repayments		213			44			257
In-kind reimbursements		22			—			22
Impact of currency translation		(5	)		(2	)		(7	)
Expected reimbursements as of December 31, 2024		(2	)		(9	)		(11	)


€ million	Space segment			Ground segment			Total
Cost as of January 1, 2023		1,022			53			1,075
Additions		48			4			52
Impact of currency translation		(37	)		(2	)		(39	)
Cost as of December 31, 2023		1,033			55			1,088
Expected reimbursements as of January 1, 2023		(345	)		(51	)		(396	)
Additions / (rejections) (net)		(36	)		(2	)		(38	)
Repayments		129			1			130
Impact of currency translation		9			2			11
Expected reimbursements as of December 31, 2023		(243	)		(50	)		(293	)

F-94

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


€ million	Space segment			Ground segment			Total
Cost as of January 1, 2022		668			37			705
Additions		315			14			329
Impact of currency translation		39			2			41
Cost as of December 31, 2022		1,022			53			1,075
Expected reimbursements as of January 1, 2022		(668	)		(37	)		(705	)
Additions / (rejections) (net)		(311	)		(13	)		(324	)
Repayments		679			1			680
Impact of currency translation		(45	)		(2	)		(47	)
Expected reimbursements as of December 31, 2022		(345	)		(51	)		(396	)

In 2024 the Group incurred no capital expenditures (2023: EUR 52 million, 2022: EUR 329 million) which were partially offset by expected reimbursements as per the table above. Due to the finalization of reimbursable amounts versus expectations, an amount of EUR 11 million was reclassified from ‘Other receivables’ to ‘Assets-under-construction’ (2023: EUR 38 million reclassified from ‘Assets-under-construction’ to ‘Other receivables’).

With effect from February 28, 2024, the Group and the C-Band overlay licensees entered into two Settlement Agreements whereby the Group would retain its legal title to the two C-Band satellites SES-19 and SES-23 for an aggregate amount of USD 24 million (EUR 22 million).

The Group records repurposing operating expenses as incurred and corresponding reimbursement income when the Group has obtained reasonable assurance that the costs will be reimbursed and that it will comply with any associated requirements.

In 2024 the Group recorded C-band repurposing income of EUR 88 million (2023: EUR 2,744 million, 2022: EUR 184 million), including the Accelerated Relocation Payments mentioned above. C-band-related expenses of EUR 5 million (2023: EUR 47 million, 2022: EUR 30 million) represent cost of sales of EUR 1 million (2023: EUR 2 million, 2022: EUR 3 million), accumulated staff costs is nil (2023: EUR 29 million, 2022: EUR 12 million) and other operating expenses (including travel and consulting charges) of EUR 4 million (2023: EUR 16 million, 2022: EUR 15 million).

As of December 31, 2024, in connection with the operating expenses and capital expenditures above, the Group had other receivables of EUR 87 million (2023: EUR 350 million) related to the C-band repurposing project. Of the outstanding amount, EUR 79 million is expected to be received in March 2025 with the balance received later in 2025.

As of December 31, 2024, SES had no remaining commitments for C-band repurposing expenditures (2023: EUR 3 million).

Note 37—Subsequent events

Repurchase of Deeply Subordinated Fixed Rate Resettable Securities

On January 23, 2025, SES S.A. announced it has repurchased in the open market an aggregate amount of EUR 100 million in principal amount of its EUR 625 million Deeply Subordinated Fixed Rate Resettable Securities issued on May 27, 2021. In accordance with the terms and conditions of the Securities, the purchased Securities will be canceled. Following these transactions, the outstanding principal amount of the Securities is EUR 525 million.

There have been no other material events occurring between the reporting date and the date when the consolidated financial statements were approved by the Board of Directors.

F-95

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022

Note 38—Consolidated subsidiaries, associates

The consolidated financial statements include the financial statements of the Group’s subsidiaries and associates listed below:

Country

Economic
interest %
2024

Consol-
idation
method
2024

Economic
interest %
2023

Consol-
idation
method
2023

Economic
interest %
2022

Consol-
idation
method
2022

Luxembourg Space Sector Development General Partner S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

Luxembourg Space Sector Development SCSp

Luxembourg

Full

LuxGovSat S.A.¹⁶

Luxembourg

Full

SES-10 S.à r.l.⁷

Luxembourg

—

100

Full

SES-17 S.à r.l. ¹

Luxembourg

—

100

Full

100

Full

SES Asia S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES Astra S.A.

Luxembourg

100

Full

100

Full

100

Full

SES Astra Services Europe S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES Engineering (Luxembourg) S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES Finance S.à r.l.¹

Luxembourg

—

100

Full

100

Full

SES Insurance International (Luxembourg) S.A.

Luxembourg

100

Full

100

Full

100

Full

SES Insurance International Re (Luxembourg) S.A.

Luxembourg

100

Full

100

Full

100

Full

SES Latin America S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES LU Satellite Holdings S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES LU US Holdings S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES mPOWER S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES Participations S.A. ¹

Luxembourg

—

100

Full

100

Full

SES Networks Lux S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES Networks Satellites S.à r.l.

Luxembourg

100

Full

100

Full

100

Full

SES Techcom S.A.

Luxembourg

100

Full

100

Full

100

Full

Société Européenne des Satellites Telecomunicaciones de Argentina S.A.

Argentina

100

Full

100

Full

100

Full

New Skies Satellites Australia Pty Ltd ¹

Australia

—

100

Full

100

Full

O3b Teleport Services (Australia) Pty Limited

Australia

100

Full

100

Full

100

Full

Redu Operations Services S.A. ^3, 8

Belgium

100

Full

Equity

Redu Space Services S.A. ³

Belgium

100

Full

Satellites Ventures (Bermuda) Ltd

Bermuda

Full

New Skies Satellites Ltda

Brazil

100

Full

100

Full

100

Full

SES DTH do Brasil Ltda

Brazil

100

Full

100

Full

100

Full

F-96

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


	Country	Economic interest % 2024		Consol- idation method 2024		Economic interest % 2023		Consol- idation method 2023		Economic interest % 2022		Consol- idation method 2022
SES Satelites Directo Ltda	Brazil		100		Full		100		Full		100		Full
SES Telecomunicações do Brasil Ltda.	Brazil		100		Full		100		Full		100		Full
Northern Americas Satellite Ventures, Inc.	Canada		100		Full		100		Full		100		Full
SES Telecomunicaciones de Chile SpA	Chile		100		Full		100		Full		100		Full
SES Telecomunicaciones de Colombia S.A.S.	Colombia		100		Full		100		Full		100		Full
GSN GoSat Distribution Network Limited ¹	Cyprus		—		—		100		Full		100		Full
ASTRA France S.A.	France		100		Full		100		Full		100		Full
HD Plus GmbH	Germany		100		Full		100		Full		100		Full
ASTRA Deutschland GmbH ⁷	Germany		—		—		—		—		100		Full
SES Germany GmbH	Germany		100		Full		100		Full		100		Full
SES Media Solutions GmbH	Germany		100		Full		100		Full		100		Full
SES Networks GmbH ⁷	Germany		—		—		—		—		100		Full
SES Technologies Verwaltungs GmbH ^7, 12	Germany		—		—		—		—		100		Full
SES HD Plus Ghana Limited Company	Ghana		100		Full		84.7		Full		84.7		Full
West Africa Platform Services Limited ^1, 16	Ghana		—		—		49		Full		49		Full
SES Satellites (Gibraltar) Limited	Gibraltar		100		Full		100		Full		100		Full
Jio Space Technology Limited ⁹	India		49		Equity		49		Equity		49		Equity
Orbitconnect India Private Limited ^10, 12	India		75		Full		75		Full		100		Full
SES Satellites India Private Limited	India		100		Full		100		Full		100		Full
PT MX1 Smartcast Indonesia	Indonesia		100		Full		100		Full		100		Full
SES Satellite Leasing Limited¹	Isle of Man		—		—		100		Full		100		Full
MX1 Limited	Israel		100		Full		100		Full		100		Full
O3b Limited	Jersey		100		Full		100		Full		100		Full
O3b Networks Limited ¹	Jersey		—		—		100		Full		100		Full
Sirius Satellite Services SIA	Latvia		100		Full		100		Full		100		Full
QuetzSat Directo S. de R.L. de C.V.	Mexico		100		Full		100		Full		100		Full
QuetzSat S. de R.L. de C.V.	Mexico		100		Full		100		Full		100		Full
Satelites Globales S. de R.L. de C.V.	Mexico		100		Full		100		Full		100		Full
SES Mexico, S. de R.L. de C.V.¹⁴	Mexico		100		Full		100		Full		100		Full
New Skies Satellites BV	Netherlands		100		Full		100		Full		100		Full
New Skies Satellites Argentina BV	Netherlands		100		Full		100		Full		100		Full

F-97

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


	Country	Economic interest % 2024		Consol- idation method 2024		Economic interest % 2023		Consol- idation method 2023		Economic interest % 2022		Consol- idation method 2022
New Skies Satellites Licensee BV	Netherlands		100		Full		100		Full		100		Full
New Skies Satellites Mar BV	Netherlands		100		Full		100		Full		100		Full
O3b Sales B.V. ⁷	Netherlands		—		—		—		—		100		Full
SES Engineering (Netherlands) BV	Netherlands		100		Full		100		Full		100		Full
SES Holdings (Netherlands) BV	Netherlands		100		Full		100		Full		100		Full
SES New Skies Marketing BV	Netherlands		100		Full		100		Full		100		Full
SES Satellite Nigeria Limited	Nigeria		100		Full		100		Full		100		Full
O3b Teleport Services (Peru) SAC	Peru		100		Full		100		Full		100		Full
O3b Services (Portugal) Ltda	Portugal		100		Full		100		Full		100		Full
SES Services Romania S.R.L.	Romania		100		Full		100		Full		100		Full
SES World Skies Singapore Pte Limited	Singapore		100		Full		100		Full		100		Full
SES ASTRA Africa Proprietary Limited	South Africa		100		Full		100		Full		100		Full
SES Satélites Ibérica, S.L.	Spain		100		Full		100		Full		100		Full
SES Astra AB	Sweden		100		Full		100		Full		100		Full
SES Finance Services AG	Switzerland		100		Full		100		Full		100		Full
SES Sirius Ukraina	Ukraine		100		Full		100		Full		100		Full
Al Maisan Satellite Communications Company LLC	UAE		35		Full		35		Full		35		Full
ASTRA (GB) Limited	UK		100		Full		100		Full		100		Full
SES Defence UK Limited	UK		100		Full		100		Full		100		Full
Americom Asia Pacific LLC	USA		100		Full		100		Full		100		Full
Global Enterprise Solutions Inc. ^12, 16	USA		100		Full		100		Full		100		Full
Global Networks Services LLC ^7, 12	USA		—		—		—		—		100		Full
MX1 LLC ⁷	USA		—		—		—		—		100		Full
O3b Networks USA LLC	USA		100		Full		100		Full		100		Full
SES 5G Customer Services LLC	USA		100		Full		100		Full		100		Full
SES Americom (Asia 1A) LLC	USA		100		Full		100		Full		100		Full
SES Americom Inc.	USA		100		Full		100		Full		100		Full
SES Engineering (US) Inc ⁷.	USA		—		—		—		—		100		Full
SES Global-Americas Inc ¹	USA		—		—		100		Full		100		Full
SES Global Americas Holdings Inc. ^1, 13	USA		—		—		100		Full		100		Full
SES Satellites International, LLC	USA		100		Full		100		Full		100		Full
SES Space and Defense, Inc.^15, 16	USA		100		Full		100		Full		100		Full
SES US Satellite Holdings LLC	USA		100		Full		100		Full		100		Full
TSI International LLC ^{7, 12}	USA		—		—		—		—		100		Full
SES Global technology Services India Private Limited ⁴	India		100		Full		—		—		—		—
SES Astra 1P S.à r.l. ⁶	Luxembourg		100		Full		—		—		—		—

F-98

Consolidated financial statements

as of and for the years ended December 31, 2024, December 31, 2023 and December 31, 2022


	Country	Economic interest % 2024		Consol- idation method 2024		Economic interest % 2023		Consol- idation method 2023		Economic interest % 2022		Consol- idation method 2022
SES Satellites Ventures S.à r.l ⁶	Luxembourg		100		Full		—		—		—		—
SES SD Mission Partners, Inc ⁵	USA		100		Full		—		—		—		—
ASTRA CEE Sp. z o.o ¹¹	Poland		—		—		—		—		—		—
SES ASTRA (Romania) S.r.l ¹¹.	Romania		—		—		—		—		—		—
SES Telecommunicaciones de Mexico S. de R.L. de C.V. ¹¹	Mexico		—		—		—		—		—		—
New Skies Satellites, LLC ¹¹.	USA		—		—		—		—		—		—
O3b Teleport Serviços (Brasil) Ltda.¹¹	Brasil		—		—		—		—		—		—
O3b Networks (Brasil) Ltda ¹¹	Brasil		—		—		—		—		—		—
EMP Media Port Ltd ¹¹	Cyprus		—		—		—		—		—		—
SES Techcom Afrique S.A. S.U¹¹	Burkina Faso		—		—		—		—		—		—
SES Telecomunicaciones de Colombia Zona Franca S.A.S.¹¹	Colombia		—		—		—		—		—		—
MX1 (Thailand) Ltd¹¹	Thailand		—		—		—		—		—		—
O3b Africa Limited ¹¹	Mauritius		—		—		—		—		—		—

1.	Entity sold, merged, or liquidated in 2024

2.	Entity sold, merged or liquidated after the reporting date

3.	SES Techcom S.A. acquired all shares in Redu Space Services S.A. and Redu Operations Services S.A. on May 22, 2024

4.	SES Global Technology Services India Private Limited was incorporated on July 20, 2024

5.	SES SD Mission Partners, Inc. incorporated on March 13, 2024

6.	SES Astra 1P S.à r.l. and SES Satellites Ventures S.à r.l. incorporated on November 8, 2024

7.	Entity sold, merged, or liquidated in 2023

8.	Redu Operations Services S.A. is a service provider in the area of ground operations

9.	Jio Space Technology Limited is a sales entity established in connection with SES’s cooperation with Reliance Jio

10.	Formerly SES Marketing India Private Limited

11.	Entity sold, merged, or liquidated in 2022

12.	Entity acquired in 2022

13.	Change in legal form of entity in 2022 from General Partnership into a US corporation (‘Inc.’)

14.	Formerly Sistemas Satelitales de Mexico S. de R.L. de C.V.

15.	Formerly SES Government Solutions, Inc.

16.	See Note 2, ‘Significant accounting judgments and estimates’

F-99

Independent Auditors’ Report

To the Shareholders and Board of Directors

Intelsat S.A.:

Opinion

We have audited the consolidated financial statements of Intelsat S.A. and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity (deficit), and cash flows for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023 (Successor), the ten-month period ended December 31, 2022 (Successor), and the two-month period ended February 28, 2022 (Predecessor), in accordance with U.S. generally accepted accounting principles.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

F-100

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Required Supplementary Information

U.S. generally accepted accounting principles require that the condensed consolidated information on pages F-168 to F-173 be presented to supplement the basic consolidated financial statements. Such information is the responsibility of management and, although not a part of the basic consolidated financial statements, is required by the Company’s credit agreements which consider it to be an essential part of financial reporting for placing the basic consolidated financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic consolidated financial statements, and other knowledge we obtained during our audit of the basic consolidated financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

/s/ KPMG LLP

McLean, Virginia

February 28, 2025

F-101

INTELSAT S.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	December 31, 2023			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,259,291		$	997,435
Restricted cash		4,665			11,223
Receivables, net of allowances		289,407			312,362
Receivables relating to C-band		268,746			—
Contract assets, net of allowances		35,955			54,330
Inventory		181,543			214,420
Prepaid expenses and other current assets		86,627			126,839

Total current assets		2,126,234			1,716,609

Satellites and other property and equipment, net		4,776,162			4,464,357
Goodwill		1,074,620			783,928
Non-amortizable intangible assets		1,050,000			1,050,000
Amortizable intangible assets, net		128,713			132,311
Contract assets, net of current portion and allowances		48,282			49,720
Other assets		665,105			670,744

Total assets	$	9,869,116		$	8,867,669

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	352,408		$	233,298
Taxes payable		17,972			10,377
Employee-related liabilities		103,606			71,307
Accrued interest payable		64,887			63,172
Contract liabilities		187,701			188,644
Finance lease liabilities		28,675			35,652
Deferred satellite performance incentives		16,379			15,701
Other current liabilities		81,845			82,723

Total current liabilities		853,473			700,874

Long-term debt, net of current portion		3,000,000			3,000,000
Contract liabilities, net of current portion		713,681			563,019
Finance lease liabilities, net of current portion		508,068			478,115
Deferred satellite performance incentives, net of current portion		90,727			75,672
Deferred income tax liabilities		29,660			38,416
Accrued retirement benefits, net of current portion		58,483			45,509
Other long-term liabilities		306,742			309,129

Total liabilities		5,560,834			5,210,734

Commitments and contingencies
Shareholders’ equity:
Common shares ($0.01 par value; 92,599,545 shares authorized; 68,096,468 shares issued and 67,876,468 shares outstanding at December 31, 2023 and 68,442,264 shares issued and 68,222,264 shares outstanding at December 31, 2024)		681			684
Paid-in capital		3,615,296			3,149,922
Retained earnings		666,932			485,030
Accumulated other comprehensive loss		(86	)		(2,606	)
Treasury shares, at cost (220,000 shares at both December 31, 2023 and 2024)		(6,545	)		(6,545	)

Total Intelsat S.A. shareholders’ equity		4,276,278			3,626,485

Noncontrolling interest		32,004			30,450

Total liabilities and shareholders’ equity	$	9,869,116		$	8,867,669

See accompanying notes to the consolidated financial statements.

F-102

INTELSAT S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)


	Predecessor			Successor
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2024
Revenue	$	345,668		$	1,738,541		$	2,104,467		$	1,985,732
Operating expenses:
Direct costs of revenue (excluding depreciation and amortization)		128,952			675,654			833,756			827,093
Selling, general and administrative		74,772			359,375			467,322			459,283
Depreciation and amortization		104,897			461,425			536,408			589,677
Satellite impairment		—			5,177			—			100,909
Impairment of goodwill and other intangible assets		—			321,322			6,383			290,692
Other operating expense (income), net—C-band		37,359			(105,322	)		(643,946	)		(286,999	)

Total operating expenses, net		345,980			1,717,631			1,199,923			1,980,655

Income (loss) from operations		(312	)		20,910			904,544			5,077
Interest expense		(57,869	)		(322,259	)		(437,384	)		(267,244	)
Interest income		1,326			308,623			239,762			67,115
Other income (expense), net		2,780			(125,818	)		(1,020	)		5,414
Gain on disposition of ARP rights		—			—			139,001			—
Reorganization items		4,679,517			(33,755	)		—			—

Income (loss) before income taxes		4,625,442			(152,299	)		844,903			(189,638	)
Income tax benefit (expense)		3,905			591			(23,432	)		5,832

Net income (loss)		4,629,347			(151,708	)		821,471			(183,806	)
Net loss (income) attributable to noncontrolling interest		(397	)		(1,908	)		(923	)		1,904

Net income (loss) attributable to Intelsat S.A.	$	4,628,950		$	(153,616	)	$	820,548		$	(181,902	)

See accompanying notes to the consolidated financial statements.

F-103

INTELSAT S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	Predecessor			Successor
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2024
Net income (loss)	$	4,629,347		$	(151,708	)	$	821,471		$	(183,806	)
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		(417	)		—			—			—
Reclassification adjustment for amortization of unrecognized actuarial loss, net of tax included in other income (expense), net		869			—			(1,187	)		(293	)
Unrealized gains (losses) arising during the period, net of tax		(1,111	)		12,884			(11,783	)		(2,227	)

Other comprehensive income (loss)		(659	)		12,884			(12,970	)		(2,520	)
Comprehensive income (loss)		4,628,688			(138,824	)		808,501			(186,326	)
Comprehensive loss (income) attributable to noncontrolling interest		(397	)		(1,908	)		(923	)		1,904

Comprehensive income (loss) attributable to Intelsat S.A.	$	4,628,291		$	(140,732	)	$	807,578		$	(184,422	)

See accompanying notes to the consolidated financial statements.

F-104

INTELSAT S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands, except where otherwise noted)


	Common Shares						Treasury Shares
	Number of Shares (in millions)			Amount			Number of Shares (in millions)			Amount			Paid-in Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Total Intelsat S.A. Shareholders’ Equity (Deficit)			Noncontrolling Interest
Balance at December 31, 2021 (Predecessor)		500.0		$	5,000			—		$	—		$	2,571,055		$	(7,298,315	)	$	(50,624	)	$	(4,772,884	)	$	3,841

Net income		—			—			—			—			—			4,628,950			—			4,628,950			397
Contribution from parent, net		—			—			—			—			175,706			—			—			175,706			—
Share-based compensation		—			—			—			—			615			—			—			615			—
Repurchase and cancellation of formation shares of Intelsat S.A.		—			—			—			—			34			—			—			34			—
Postretirement/pension liability adjustment, net of tax		—			—			—			—			—			—			(659	)		(659	)		—

Balance at February 28, 2022 (Predecessor)		500.0		$	5,000			—		$	—		$	2,747,410		$	(2,669,365	)	$	(51,283	)	$	31,762		$	4,238

Fresh start adjustments:
Elimination of Predecessor common shares, paid-in capital and accumulated deficit		(500.0	)		(5,000	)		—			—			(2,664,365	)		2,669,365			—			—			—
Elimination of accumulated other comprehensive loss		—			—			—			—			(51,283	)		—			51,283			—			—
Change in value of noncontrolling interest		—			—			—			—			(31,762	)		—			—			(31,762	)		31,762
Issuance of new Intelsat S.A. common shares		67.7			677			—			—			3,710,323			—			—			3,711,000			—

Balance at February 28, 2022 (Successor)		67.7		$	677			—		$	—		$	3,710,323		$	—		$	—		$	3,711,000		$	36,000

Net income (loss)		—			—			—			—			—			(153,616	)		—			(153,616	)		1,908
Dividends paid to noncontrolling interests		—			—			—			—			—			—			—			—			(5,979	)
Share-based compensation		—			—			—			—			19,347			—			—			19,347			—
Postretirement/pension liability adjustment, net of tax		—			—			—			—			—			—			12,884			12,884		$	—

Balance at December 31, 2022 (Successor)		67.7		$	677			—		$	—		$	3,729,670		$	(153,616	)	$	12,884		$	3,589,615		$	31,929

Net income (loss)		—			—			—			—			—			820,548			—			820,548			923
Dividends paid to noncontrolling interests		—			—			—			—			—			—			—			—			(848	)
Repurchases of common shares		—			—			(0.2	)		(6,545	)		—			—			—			(6,545	)		—
Share premium distribution, authorized ($1.873 per common share or RSU)		—			—			—			—			(130,000	)		—			—			(130,000	)
Share-based compensation		0.3			3			—			—			15,626			—			—			15,629			—
Issuance of Intelsat S.A. common shares held in escrow		0.1			1			—			—			—			—			—			1			—
Postretirement/pension liability adjustment, net of tax		—			—			—			—			—			—			(12,970	)		(12,970	)		—

Balance at December 31, 2023 (Successor)		68.1		$	681			(0.2	)	$	(6,545	)	$	3,615,296		$	666,932		$	(86	)	$	4,276,278		$	32,004

Net income (loss)		—			—			—			—			—			(181,902	)		—			(181,902	)		(1,904	)
Contributions from noncontrolling interests		—			—			—			—			—			—			—			—			350
Share premium distribution, authorized ($7.07 per common share or RSU)		—			—			—			—			(500,133	)		—			—			(500,133	)
Share-based compensation, net of tax		0.3			3			—			—			34,759			—			—			34,762			—
Postretirement/pension liability adjustment, net of tax		—			—			—			—			—			—			(2,520	)		(2,520	)		—

Balance at December 31, 2024 (Successor)		68.4		$	684			(0.2	)	$	(6,545	)	$	3,149,922		$	485,030		$	(2,606	)	$	3,626,485		$	30,450

See accompanying notes to the consolidated financial statements.

F-105

INTELSAT S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Predecessor			Successor
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2024
Cash flows from operating activities:
Net income (loss)	$	4,629,347		$	(151,708	)	$	821,471		$	(183,806	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Non-cash reorganization items, net		(4,993,537	)		—			—			—
Depreciation and amortization		104,897			461,425			536,408			589,677
Provision for expected credit losses		1,439			24,171			11,345			2,800
Foreign currency transaction losses (gains)		(814	)		2,926			(825	)		3,649
Loss on disposal of assets		28			125			599			9
Impairment of goodwill and other intangible assets		—			321,322			6,383			290,692
Satellite impairment loss		—			5,177			—			100,909
Accelerated relocation payment rights		—			(268,694	)		(347,861	)		—
Share-based compensation		1,279			19,347			25,429			46,598
Deferred income taxes		(11,777	)		(19,635	)		(16,361	)		9,296
Amortization of discount, premium, issuance costs and related costs		1,026			154			163			163
Amortization of actuarial loss (gain) and prior service credits for retirement benefits		(669	)		13,094			(13,183	)		(2,561	)
Gains on investments and loans held-for-investment		(630	)		(2,062	)		(1,715	)		(3,313	)
Amortization of supplemental type certificate costs		1,184			—			—			—
Changes in operating assets and liabilities:
Receivables		608,959			612,769			3,743,344			242,315
Prepaid expenses, contract and other assets		53,466			92,831			65,741			(63,913	)
Accounts payable and accrued liabilities		56,836			42,295			(42,841	)		(20,862	)
Accrued interest payable		26,289			58,526			(35,036	)		(931	)
Contract liabilities		75,434			123,821			(708,565	)		(149,882	)
Accrued retirement benefits		(1,496	)		(26,211	)		3,356			(12,974	)
Other long-term liabilities		6,240			44,453			(201,111	)		(22,289	)

Net cash provided by operating activities		557,501			1,354,126			3,846,741			825,577

Cash flows from investing activities:
Capital expenditures (including capitalized interest)		(107,537	)		(510,448	)		(584,253	)		(376,122	)
Purchases of available-for-sale investments		—			—			—			(15,000	)

F-106


	Predecessor			Successor
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2024
Acquisition of loans held-for-investment		—			(272	)		(1,602	)		—
Sales (purchases) of investments, net		(53	)		3,128			(12,149	)		—
Capital contribution to unconsolidated affiliate		—			—			(5,000	)		(2,900	)
Contribution received from joint venture partner		—			—			25,763			350
Proceeds from principal repayments on loans held-for-investment		109			13,467			—			125
Acquisition of intangible assets		(432	)		(8,815	)		(17,687	)		(21,487	)

Net cash used in investing activities		(107,913	)		(502,940	)		(594,928	)		(415,034	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		6,190,000			—			—			—
Repayments of long-term debt		(5,666,521	)		(386,209	)		(2,803,791	)		—
Repayments of debtor-in-possession financing		(1,250,000	)		—			—			—
Proceeds from revolving credit facilities		—			65,000			—			—
Repayments of revolving credit facilities		—			(65,000	)		—			—
Debt issuance costs		(223,657	)		—			—			—
Principal payments on deferred satellite performance incentives		(7,332	)		(15,592	)		(13,135	)		(14,125	)
Principal payments on finance lease obligations		—			—			(10,725	)		(30,108	)
Dividends paid to noncontrolling interest		—			(5,979	)		(848	)		—
Repurchases of common shares		—			—			(6,545	)		—
Share premium distribution to shareholders		—			—			—			(611,315	)
Dividend equivalents paid to equity award holders		—			—			—			(1,762	)
Payments for employee taxes withheld upon vesting of restricted stock units		—			—			—			(11,839	)

Net cash used in financing activities		(957,510	)		(407,780	)		(2,835,044	)		(669,149	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(70	)		(2,942	)		953			(4,764	)

Net change in cash, cash equivalents and restricted cash		(507,992	)		440,464			417,722			(263,370	)
Cash, cash equivalents and restricted cash, beginning of period		929,737			421,745			862,209			1,279,931

Cash, cash equivalents and restricted cash, end of period	$	421,745		$	862,209		$	1,279,931		$	1,016,561

Supplemental cash flow information:											—
Interest paid, net of amounts capitalized	$	26,139		$	187,367		$	391,807		$	200,195
Income taxes paid (refunds received), net		1,916			12,068			64,284			(4,051	)
Cash paid for reorganization items included in cash flows from operating activities		144,519			50,872			1,195			—

F-107


	Predecessor		Successor
	Two Months Ended February 28, 2022		Ten Months Ended December 31, 2022			Year Ended December 31, 2023		Year Ended December 31, 2024
Supplemental disclosure of non-cash investing and financing activities:
Change in accrued capital expenditures		54,912		(29,314	)		25,419		15,275
Change in deferred satellite performance incentives		—		—			22,255		(2,392	)
Conversion of payment-in-kind interest on loans held-for-investment		—		2,196			5,423		6,166
Accrued share premium distribution		—		—			130,000		17,166
Reclassification of inventory to satellites and other property and equipment		—		—			—		10,482
Reclassification of satellites and other property and equipment to amortizable intangible assets		—		—			—		12,625
Reclassification of satellites and other property and equipment to other assets		—		—			—		4,582
Contribution to investment		—		—			46,526		—
Conversion of loans held-for-investment to equity securities		—		11,764			—		—
Contribution from parent		175,706		—			—		—

See accompanying notes to the consolidated financial statements.

F-108

INTELSAT S.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Note 1—Background and Summary of Significant Accounting Policies

In this Annual Report, unless otherwise indicated or the context otherwise requires, (1) the terms “we,” “us,” “our,” “the Company” and “Intelsat” refer to Intelsat S.A. (formerly Intelsat Emergence S.A.) and its subsidiaries on a consolidated basis, (2) the term “Intelsat Holdings” refers to Intelsat Holdings S.á r.l., our direct wholly-owned subsidiary, (3) the term “Intelsat Investments” refers to Intelsat Investments S.á r.l., which was dissolved on December 31, 2023 and had been Intelsat Holdings’ direct wholly-owned subsidiary, (4) the term “Intelsat Luxembourg” refers to Intelsat (Luxembourg) S.á r.l., which was dissolved on December 31, 2023 and had been Intelsat Investments’ direct wholly-owned subsidiary, (5) the term “Intelsat Envision” refers to Intelsat Envision Holdings LLC, which was dissolved on September 30, 2023 and had been Intelsat Luxembourg’s direct wholly-owned subsidiary, (6) the term “Intelsat Connect” refers to Intelsat Connect Finance S.á r.l., which was dissolved on December 31, 2023 and had been Intelsat Envision’s direct wholly-owned subsidiary until Intelsat Envision’s dissolution on September 30, 2023, and after which was a wholly-owned subsidiary of Intelsat Luxembourg, (7) the term “Intelsat Jackson” refers to Intelsat Jackson Holdings S.A., which had been Intelsat Connect’s direct wholly-owned subsidiary until Intelsat Connect’s dissolution on December 31, 2023, and after which is a direct wholly-owned subsidiary of Intelsat Holdings, and (8) the term “Intelsat CA” refers to our commercial aviation business. In this Annual Report, unless the context otherwise requires, (a) all references to Intelsat S.A. refer to Intelsat S.A. (formerly Intelsat Emergence S.A.), and (b) all references to transponder capacity or demand refer to transponder capacity or demand in the C-band and Ku-band frequencies only.

Intelsat provides satellite communications services worldwide through a global communications network of 54 satellites and ground facilities related to the satellite operations and control, and teleport services. Further, through Intelsat CA, we are one of the largest direct providers of in-flight connectivity services to commercial airlines.

Intelsat operates one of the largest, most advanced satellite fleets and connectivity infrastructures in the world. We apply our expertise and global scale to reliably and seamlessly connect people, devices and networks in even the most challenging and remote locations. 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. We are also one of the leading providers of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. Our network solutions are a critical component of our customers’ infrastructures and business models. In recent years, mobility services providers have contracted for services on our fleet that support broadband connections for passengers on commercial flights, cruise ships and commercial shipping, connectivity that in some cases is only available through our satellite 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 wireless and enterprise customers access to geographies that they would otherwise be unable to serve.

SES S.A. to Acquire Intelsat

On April 30, 2024, SES S.A. and Intelsat announced an agreement for SES S.A. to acquire Intelsat through the purchase of 100% of the equity of Intelsat Holdings for a cash consideration of $3.1 billion and certain contingent value rights (the “SES Transaction”). The contingent value rights entitle the holders thereof to 42.5% of the net proceeds received by the combined company in respect of any monetization of the combined

F-109

company’s usage rights for up to 100 MHz of the C-band spectrum within the 7.5 year period post-closing. On September 27, 2024, Intelsat distributed $500.1 million out of Intelsat’s share premium to Intelsat shareholders (refer to Note 9—Shareholders’ Equity). As a result of such distribution, the cash consideration payable by SES S.A. in connection with the SES Transaction has been reduced to $2.6 billion (subject to other adjustments). The SES Transaction has been unanimously approved by the board of directors of both companies, and Intelsat shareholders holding approximately 73% of the common shares have entered into customary support agreements requiring them to vote in favor of the transaction. The SES Transaction is subject to receiving relevant regulatory clearances and approval of Intelsat’s shareholders. Closing of the SES Transaction is expected to occur mid-year 2025.

Emergence from Voluntary Reorganization under Chapter 11 of the Bankruptcy Code; Fresh Start and Bankruptcy Accounting

On May 13, 2020, Intelsat S.A. (now Reorganized ISA S.A. upon the occurrence of certain restructuring transactions, which occurred substantially contemporaneously with the Effective Date (as defined herein)) 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”). On December 17, 2021, the Debtors filed an amended version of the Chapter 11 plan of reorganization—the Fourth Amended Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (the “Final Plan”)—which was then confirmed by the Bankruptcy Court. On February 23, 2022 (the “Effective Date”), the Debtors emerged from the Chapter 11 Cases, upon which we adopted fresh start accounting (“Fresh Start Accounting”) in accordance with ASC 852, Reorganizations (“ASC 852”).

We evaluated the events between the Effective Date and February 28, 2022 and concluded that the use of an accounting convenience date of February 28, 2022 (the “Fresh Start Reporting Date”) would not have a material impact on our consolidated statements of operations or consolidated balance sheets. The consolidated financial statements after the Fresh Start Reporting Date are not comparable with the consolidated financial statements on or before that date as indicated by the “black line” division in the financial statements and footnote tables, which emphasizes the lack of comparability between amounts presented. References to “Predecessor” relate to the financial position of Intelsat S.A. (now Reorganized ISA S.A. upon the occurrence of certain restructuring transactions, which occurred substantially contemporaneously with the Effective Date (as defined herein)) and its subsidiaries on a consolidated basis prior to, and results of operations through and including, February 28, 2022. References to “Successor” relate to the financial position and results of operations of Intelsat S.A. and its subsidiaries on a consolidated basis as of and subsequent to February 28, 2022.

During the Predecessor period, the Company applied ASC 852, which requires the financial statements for periods subsequent to the commencement of our bankruptcy proceedings to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, we classified all expenses, gains or losses that were incurred or realized as a result of the Chapter 11 proceedings as reorganization items in our consolidated statements of operations.

C-band Spectrum Clearing

On March 3, 2020, the U.S. Federal Communications Commission (“FCC”) issued its final order in the C-band proceeding (the “FCC Final Order”). On August 14, 2020, Intelsat License LLC (“Intelsat License”) filed its C-band spectrum transition plan with the FCC, with ongoing updates as requested by the FCC. The most recent amended and final transition plan was filed on July 11, 2023. Under the FCC Final Order, we are entitled to receive reimbursement payments for certain C-band spectrum clearing expenses incurred, subject to the satisfaction of certain conditions set forth in the FCC Final Order.

F-110

C-band clearing related expenditures are either (i) capitalized under ASC 360, Property Plant, and Equipment (“ASC 360”) or other applicable accounting principles, or (ii) expensed as fulfillment costs as incurred. Fulfillment costs include costs to pay personnel or third parties to assist with customer reconfiguration and relocation, installation of filters, and program management costs.

As of both December 31, 2023 and 2024, we incurred reimbursable costs associated with the FCC Final Order of $1.8 billion, all of which has been received as of December 31, 2024. During the ten months ended December 31, 2022, year ended December 31, 2023 and year ended December 31, 2024, we received $940.8 million, $209.0 million and $602.9 million, respectively, of reimbursement for C-band clearing costs, a portion of which was used to repay certain outstanding debt (see Note 8—Debt). No similar proceeds were received during the two months ended February 28, 2022. As of December 31, 2024, we have received all C-band related payments and reimbursements, and have completed all applicable obligations under the FCC Final Order.

For the ten months ended December 31, 2022, year ended December 31, 2023 and year ended December 31, 2024, we recognized reimbursement income of $169.8 million, $720.9 million and $304.3 million, respectively, which are included within “Other operating expense (income), net—C-band” on our consolidated statements of operations, with no similar amount for the two months ended February 28, 2022.

For the two months ended February 28, 2022, ten months ended December 31, 2022, year ended December 31, 2023 and year ended December 31, 2024, we expensed $37.4 million, $64.4 million, $76.9 million and $17.3 million, respectively, of C-band clearing related expenditures, which are included within “Other operating expense (income), net—C-band” on our consolidated statements of operations.

(a) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Intelsat, its wholly-owned subsidiaries, and variable interest entities (“VIE”) of which we are the primary beneficiary, and are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). We use the equity method to account for our investments in entities where we exercise significant influence over operating and financial policies but do not retain control under either the voting interest model (generally 20% to 50% ownership interest) or the variable interest model. We have eliminated all intercompany accounts and transactions.

(b) Use of Estimates

The preparation of these 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 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.

(c) Revenue Recognition

We earn revenue primarily by providing services over satellite transponder capacity to our customers. Our customers generally obtain satellite services from us by placing an order pursuant to one of several master customer service agreements and related service orders. Our Intelsat CA revenue is primarily earned from providing connectivity and entertainment services and through sales of equipment. See Note 4—Revenue for further discussion regarding revenue recognition policies.

F-111

(d) Fair Value Measurements

We estimate the fair value of our financial instruments using available market information and valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these financial instruments.

ASC 820, Fair Value Measurement (“ASC 820”) defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires disclosure of the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings or changes in net assets as of the measurement date. ASC 820 establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or liabilities as of the measurement date. We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis.

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.

(e) Cash, 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 primarily held as a compensating balance for certain outstanding letters of credit.

The following table presents a reconciliation of cash, cash equivalents and restricted cash reported within our consolidated balance sheets to the total sum of these amounts reported in our consolidated statements of cash flows (in thousands):


	As of December 31, 2023		As of December 31, 2024
Cash and cash equivalents	$	1,259,291	$	997,435
Restricted cash		4,665		11,223
Restricted cash included in other assets		15,975		7,903

Cash, cash equivalents and restricted cash	$	1,279,931	$	1,016,561

(f) 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 economic and market conditions, and reasonable and supportable forecasts of future economic conditions. We believe we have adequate customer collateral and reserves to cover our exposure.

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The following table presents a roll-forward of the allowance for credit losses related to accounts receivable and contract assets reported within our consolidated balance sheets (in thousands):


	Accounts Receivable									Contract Assets
	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions⁽¹⁾			Balance at End of Period		Balance at Beginning of Period		Charged to Costs and Expenses			Recoveries (Deductions)⁽¹⁾			Balance at End of Period
Two Months Ended February 28, 2022 (Predecessor)⁽²⁾	$	33,881		2,213		(33,836	)	$	2,258	$	8,764		(774	)		(2,022	)	$	5,968
Ten Months Ended December 31, 2022 (Successor)⁽³⁾	$	2,258		25,461		(5,976	)	$	21,743	$	5,968		(1,290	)		(1,557	)	$	3,121
Year Ended December 31, 2023 (Successor)	$	21,743		13,736		(5,804	)	$	29,675	$	3,121		(2,391	)		806		$	1,536
Year Ended December 31, 2024 (Successor)	$	29,675		3,287		(6,738	)	$	26,224	$	1,536		(487	)		—		$	1,049

(1)	Reflects uncollectible accounts written off, net of recoveries.

(2)	As of February 28, 2022, the fair value of our net accounts receivable and contract assets balances approximated their carrying values; therefore, no fair value adjustment for Fresh Start Accounting was required.

(3)

Upon application of Fresh Start Accounting, the Company identified certain receivables and contract assets that met the definition of purchased financial assets with credit deterioration in accordance with ASC 326, Financial Instruments—Credit Losses. Therefore, the Company recognized allowances with corresponding increases to the amortized cost bases of receivables and contract assets as of the Fresh Start Reporting Date.

(g) Satellites and Other Property and Equipment

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 recorded based on their fair value at the date of acquisition. Capitalized costs consist primarily of the costs of satellite construction and launch, including launch insurance and insurance during the period of in-orbit testing, the net present value of performance incentives that are expected to be payable to the satellite manufacturers (dependent on the continued satisfactory performance of the satellites), costs directly associated with the monitoring and support of satellite construction, and interest costs incurred during the period of satellite construction. See Note 10—Leases and “(u) Leases” below for a discussion regarding our finance lease accounting policies.

We depreciate satellites and other property and equipment on a straight-line basis over the following estimated useful lives:


Asset Description	Years
Buildings and improvements		10 -40
Satellites and related costs		10 - 18
Ground segment equipment and software		4 - 15
Furniture and fixtures and computer hardware		3 - 12
Leasehold improvements⁽¹⁾		2 - 13
Network equipment		5 - 25
Finance leases		< 1 -12

(1)	Leasehold improvements are depreciated over the shorter of the useful life of the improvement or the remaining lease term.

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(h) Other Assets

Other assets primarily consist of investments in certain equity securities, equity method investments, loan receivables, right-of-use (“ROU”) assets, long-term restricted cash, long-term deposits and other miscellaneous deferred charges and long-term assets. See Note 6 - Investments for additional discussion regarding equity securities, equity method investments and loan receivable accounting policies. See Note 10 - Leases and “(u) Leases” below for additional discussion regarding ROU asset accounting policies.

(i) Goodwill and Other Intangible Assets

We account for goodwill and other intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”). Goodwill represents the excess of the consideration transferred plus the fair value of any noncontrolling interest in the acquiree at the acquisition date over the fair values of identifiable net assets of businesses acquired. Goodwill and certain other intangible assets deemed to have indefinite lives 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. The current guidance requires us to measure impairment using the difference between the carrying amount and the fair value of the reporting unit, if required. See Note 7 - Goodwill and Other Intangible Assets.

Intangible assets arising from business combinations are initially recorded at fair value. We record other intangible assets at cost. We amortize intangible assets with determinable lives based on the expected pattern of consumption. We review these intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be recoverable. See Note 7 - Goodwill and Other Intangible Assets.

(j) Impairment of Long-Lived Assets

We review long-lived assets, including property and equipment and acquired intangible assets with estimable useful lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of such an asset may not be recoverable. These indicators of impairment can include, but are not limited to, the following:

•

satellite anomalies, such as a partial or full loss of power;

•

under-performance of an asset compared to expectations; and

•

shortened useful lives due to changes in the way an asset is used or expected to be used.

The recoverability of an asset to be held and used is determined by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, we record an impairment charge in the amount by which the carrying amount of the asset exceeds its fair value, which we determine by either a quoted market price, if any, or a value determined by utilizing discounted cash flow techniques.

(k) Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). We are subject to income taxes in Luxembourg, as well as the United States and a number of other foreign jurisdictions. Significant judgment is required in the calculation of our tax provision and the resulting tax liabilities, and in the recoverability of our deferred tax assets that arise from temporary differences between the tax and financial statement recognition of revenue and expense and net operating loss and credit carryforwards.

We regularly assess the likelihood that our deferred tax assets can be recovered. A valuation allowance is required when it is more likely than not that all or a portion of the deferred tax asset will not be realized. We evaluate the recoverability of our deferred tax assets based on all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income,

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tax-planning strategies, and results of recent operations. If we determine that we are able to realize our deferred tax assets in the future in excess of their net recorded amount, we will make an adjustment to the deferred tax asset valuation allowance, which reduces the provision for income taxes.

During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. We evaluate our tax positions to determine if it is more likely than not that a tax position is sustainable, based solely on its technical merits and presuming the taxing authorities have full knowledge of the position and access to all relevant facts and information. When a tax position does not meet the more likely than not standard, we record a liability or contra asset for the entire amount of the unrecognized tax impact. Additionally, for tax positions that are determined more likely than not to be sustainable, we measure the tax position at the largest amount of benefit more likely than not (determined by cumulative probability) to be realized upon settlement with the taxing authority.

(l) Foreign Currency Translation

Our functional currency is primarily the U.S. dollar, since substantially all customer contracts, capital expenditure contracts and operating expense obligations are denominated in U.S. dollars. Assets and liabilities for entities with functional currencies other than the U.S. dollar are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average monthly rates of exchange prevailing during the period. We recognize differences on exchange arising on the settlement of the transactions denominated in currencies other than the U.S. dollar within “Other income (expense), net” in our consolidated statements of operations.

(m) Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting shareholders’ equity (deficit) that, under U.S. GAAP, are excluded from net income (loss). Such items consist primarily of pension related activity.

(n) Share-Based Compensation

We account for share-based compensation expense in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires us to measure and recognize compensation expense in our financial statements based on the fair value at the date of grant for our share-based awards, which include restricted stock units (“RSUs”) and stock options granted to certain employees and RSUs granted to certain eligible directors. We recognize compensation expense for these equity-classified awards over their requisite service period and adjust for forfeitures as they occur. See Note 12—Share-Based and Other Compensation Plans for further details.

(o) Deferred Satellite Performance Incentives

The cost of satellite construction may include an element of deferred consideration that we are obligated to pay to satellite manufacturers over the lives of the satellites, provided the satellites continue to operate in accordance with contractual specifications. Historically, the satellite manufacturers have earned substantially all of these payments. Therefore, we account for these payments as deferred financing. We capitalize the present value of these payments as part of the cost of the satellites and record a corresponding liability due to the satellite manufacturers. Interest expense is recognized on the deferred financing and the liability is reduced as the payments are made.

(p) Derivative Instruments

We enter into derivative transactions primarily to manage our exposure to fluctuations in foreign exchange and interest rates. We employ risk management strategies, which may include the use of foreign currency swaps,

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interest rate swaps and interest rate caps. We measure all derivatives at fair value and recognize them as either assets or liabilities on our consolidated balance sheets. Changes in the fair value of derivative instruments not qualifying as hedges are recognized in earnings in the current period. We do not have any derivative instruments that have been designated as accounting hedges.

(q) Inventory

Inventories consist primarily of telecommunications systems and parts associated with our Intelsat CA business and are recorded at the lower of cost or market. We evaluate the need for write-downs associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable inventory values on a periodic basis.

(r) Warranty

We provide warranties on parts and labor related to our products for Intelsat CA. Our warranty terms range from one to five years. Warranty reserves are established for costs that are estimated to be incurred after the sale, delivery and installation of the products under warranty. The warranty reserves are determined based on known product failures, historical experience and other available evidence, and are included in “Other current liabilities” in our consolidated balance sheets.

The following table provides a roll-forward of the warranty reserve reported within our consolidated balance sheets (in thousands):


	Balance at Beginning of Period		Accruals for Warranties Issued		Settlements of Warranties			Fresh Start Adjustments⁽¹⁾		Balance at End of Period
Two Months Ended February 28, 2022 (Predecessor)		18,469		961		(1,116	)		6,480	$	24,794
Ten Months Ended December 31, 2022 (Successor)	$	24,794		9,858		(7,883	)		—	$	26,769
Year Ended December 31, 2023 (Successor)	$	26,769		12,040		(10,484	)		—	$	28,325
Year Ended December 31, 2024 (Successor)	$	28,325		11,673		(12,259	)		—	$	27,739

(1)	Reflects fair value adjustments due to the adoption of Fresh Start Accounting.

(s) Software Development Costs

For software sold as part of our equipment sales in connection with our Intelsat CA business, we capitalize software development costs once technological feasibility has been established. Capitalized software development costs are included within “Amortizable intangible assets, net” in our consolidated balance sheets. Such capitalized software costs are amortized on a product-by-product basis over the remaining estimated economic life of the product, based on the greater of the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or the straight-line method. These amortization costs are presented within “Depreciation and amortization” in our consolidated statements of operations.

(t) Research and Development

Research and development costs are charged to expense in the period in which they are incurred and totaled $1.4 million, $9.7 million, $14.5 million and $14.4 million for the two months ended February 28, 2022, ten months ended December 31, 2022, year ended December 31, 2023, and year ended December 31, 2024, respectively.

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(u) Leases

We determine if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the expected lease term, at the commencement date. For leases in which the implicit rate is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise such option. ROU assets include unpaid lease payments and exclude lease incentives and initial direct costs incurred. For our operating leases, we recognize lease expense for minimum lease payments on a straight-line basis over the lease term, and for our finance leases, we recognize interest expense on the lease liability using the effective interest method and depreciation of the ROU assets on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally combined, consistent with our election of the practical expedient. For lease agreements in which the Company is the lessee, the Company accounts for the lease components (e.g. fixed payments including rent, real estate taxes and insurance costs) and non-lease components (e.g. common-area maintenance costs and managed service contracts) as a single lease component for all classes of underlying assets. Leases in which the Company is the lessor are also evaluated for lease and non-lease components. In the event a sales-type lease is identified, this component is accounted for separately from lease and non-lease components that meet the practical expedient to be combined. Judgment is required in determining the allocation between lease components and also between the lease and non-lease components, as the non-lease components are the predominant components of the combined components of our sales-type leases. ASC 606, Revenue from Contracts with Customers (“ASC 606”) is applied to the combined lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term. See Note 10—Leases for further details.

(v) Recently Adopted and Recently Issued Accounting Pronouncements

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”). The standard requires entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group. We adopted ASU 2023-01 in the first quarter of 2024, on a prospective basis for all new arrangements. The adoption did not have a material impact on our consolidated financial statements and associated disclosures.

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). The standard requires a joint venture to initially measure all contributions received upon its formation at fair value. We adopted ASU 2023-05 in the first quarter of 2024, on a prospective basis for all new arrangements. The adoption did not have a material impact on our consolidated financial statements and associated disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for the Company for annual periods beginning after December 15, 2024, though early adoption is permitted. We are in the process of evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and associated disclosures.

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Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through February 28, 2025, the date at which the consolidated financial statements were available to be issued.

Note 2—Emergence from Chapter 11 Proceedings and Other Related Matters

Emergence from Voluntary Reorganization under Chapter 11

On May 13, 2020, the Debtors commenced the Chapter 11 Cases under the Bankruptcy Code in the Bankruptcy Court.

On February 11, 2021, the Debtors entered into a plan support agreement with certain of the Debtors’ prepetition secured and unsecured creditors. After entry into such plan support agreement, the Debtors continued to engage with their stakeholders, and on August 24, 2021, the Debtors entered into an amended 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 Amended Joint Chapter 11 Plan of Reorganization of Intelsat S.A. and Its Debtor Affiliates (as amended, the “Plan”), and provides that the Debtors shall achieve certain milestones (unless extended or waived in writing).

On December 17, 2021, the Debtors filed the Final Plan and the Bankruptcy Court entered a confirmation order (the “Confirmation Order”), which approved and confirmed the Final Plan. The Final Plan was supported by all major constituencies across the Debtors’ capital structure and contemplated distributions of new debt and equity in the reorganized enterprise, resulting in a reduction of the Debtors’ debt by more than half—from approximately $15.7 billion to $6.7 billion, including entering a new $500.0 million revolving credit facility (refer to Note 8—Debt for further information on these debt transactions). The Final Plan was implemented upon the Debtors’ emergence from the Chapter 11 Cases on the Effective Date (the “Emergence”).

Summary Treatment of Claims upon Emergence

The material terms of the Final Plan and PSA are summarized below, and are qualified in their entirety by reference to the Final Plan and PSA.

•

payment in full in cash to certain holders of allowed claims with respect to Intelsat Jackson’s pre-Emergence senior secured credit facilities;

•

distribution to certain holders of allowed claims with respect to Intelsat Jackson’s pre-Emergence 8.0% Senior Secured Notes due 2024 and pre-Emergence 9.5% Senior Secured Notes due 2022 of their pro rata shares of cash;

•

distribution to certain holders of allowed unsecured claims against Intelsat Jackson or certain of its subsidiaries of those holders’ pro rata shares of (i) 96% of the Company’s post-Emergence common shares, (ii) 100% of Intelsat Jackson’s Series A Contingent Value Rights (“Series A CVRs”), (iii) 67.5% of Intelsat Jackson’s Series B CVRs (“Series B CVRs”, and together with the Series A CVRs, the “CVRs”), and (iv) cash;

•

distribution to certain holders of allowed unsecured claims against Intelsat Connect of their pro rata shares of (i) cash, (ii) 32.5% of Series B CVRs, (iii) 4.0% of the Company’s post-Emergence common shares, (iv) 100% of New Series A Warrants (as defined herein), and (v) 46.447% of New Series B Warrants (as defined herein);

•

distribution to certain holders of allowed unsecured claims against Intelsat Envision of their pro rata shares of (i) cash, and (ii) 47.301% of New Series B Warrants;

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•

distribution to certain holders of allowed unsecured claims against Intelsat Luxembourg of their pro rata shares of cash; and

•

distribution to certain holders of allowed unsecured claims against pre-Emergence Intelsat S.A. (now Reorganized ISA S.A.) of (i) cash, and (ii) 6.252% of New Series B Warrants, and (iii) certain securities of Reorganized ISA S.A. (please see—Reorganized ISA S.A. Securities below for additional information).

Intelsat S.A. also adopted a management incentive plan upon Emergence, which provides for, among other things, the reservation of certain restricted and performance securities, as well as long-term cash incentive awards.

Reorganized ISA S.A. Securities

In addition to the terms summarized above, upon Emergence, a distribution was made to certain holders of allowed unsecured claims against pre-Emergence Intelsat S.A. (now Reorganized ISA S.A.) of 100% of Reorganized ISA S.A. common shares (subject to dilution by the exercise of certain new warrants issued by Reorganized ISA S.A., if any). All common shares of pre-Emergence Intelsat S.A. (now Reorganized ISA S.A.) outstanding immediately prior to the Effective Date were extinguished. Certain holders of pre-Emergence Intelsat S.A. (now Reorganized ISA S.A.) common shares who successfully opted into an equity group settlement obtained their pro rata shares of warrants issued by Reorganized ISA S.A. for up to 10% of Reorganized ISA S.A. common shares.

The Reorganized ISA S.A. common shares and Reorganized ISA S.A. warrants are not reflected in these financial statements.

Issuance of New Common Shares

On the Effective Date, Intelsat S.A. issued 67,689,250 new common shares pro rata to certain holders of allowed unsecured claims against (i) Intelsat Jackson and certain of its subsidiaries, and (ii) Intelsat Connect. As of Emergence, 146,314 new common shares of Intelsat S.A. were placed in escrow pending resolution of certain claims in connection with the bankruptcy proceedings, and on July 3, 2023, such shares held in escrow were distributed to certain holders.

Issuance of New Series A Warrants and New Series B Warrants

On the Effective Date, Intelsat S.A. issued 6,709,012 new series A warrants (“New Series A Warrants”) and 1,911,401 new series B warrants (“New Series B Warrants” and together with the New Series A Warrants, the “New Warrants”) pro rata to certain holders of pre-Emergence Intelsat S.A. (now Reorganized ISA S.A.) common shares. The New Warrants are exercisable to purchase one share of Intelsat S.A. new common shares per warrant, with New Series A Warrants having an initial exercise price of $60.15, subject to further adjustments, and New Series B Warrants having an initial exercise price of $77.22, subject to further adjustments. Each of the New Series A Warrants and New Series B Warrants expires on February 23, 2027. The Global Certificate (as defined in the Series B Warrant Agreement) mistakenly stated that 1,911,399 New Series B Warrants would be issued to subscribe to and purchase common shares, limited in aggregate number to and equal to 1,911,399 common shares. On February 21, 2023, the warranty agent and Intelsat S.A. entered into an amendment of the Series B Warrant Agreement to amend and correct these clerical errors to each time read 1,911,401.

Issuance of Series A and Series B CVRs

On the Effective Date, Intelsat Jackson issued 6,820,000 Series A CVRs (as defined in Item 2, Note 2—Emergence from Chapter 11 Proceedings and Other Related Matters of the 2022 Annual Report) to certain

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holders of allowed unsecured claims against Intelsat Jackson, and 10,103,703 Series B CVRs (as defined in Item 2, Note 2—Emergence from Chapter 11 Proceedings and Other Related Matters of the 2022 Annual Report, and together with the Series A CVRs, the “CVRs”) to certain holders of allowed unsecured claims against Intelsat Jackson and Intelsat Connect. The CVRs may entitle holders to (i) an aggregate maximum of $65 million (for Series A CVRs) and (ii) an aggregate maximum of $355 million (for Series B CVRs) in connection with certain consideration being actually received by Intelsat S.A. or its affiliates from a private, third-party entity in connection with certain C-band clearing contracts and upon meeting the Minimum Payment Condition (as defined in the agreements governing the CVRs). As of Emergence, 15,323 of Series A CVRs and 15,323 of Series B CVRs were held in escrow pending the resolution of certain disputed claims in connection with the bankruptcy proceedings. On July 3, 2023, all of the CVRs held in escrow were distributed to certain holders.

The CVRs were determined to have nominal value as of the Fresh Start Reporting Date. As of December 31, 2022, we determined the fair value of the CVRs to be approximately $152.5 million, which was included within “Other long-term liabilities” in our consolidated balance sheets. During the year ended December 31, 2023, payments of $157.9 million were made related to the CVRs. As of December 31, 2024, liabilities of $0.6 million and $1.8 million were included within “Accounts payable and accrued liabilities” and Other long-term liabilities,” respectively, in our consolidated balance sheets related to dividend equivalents to be paid to holders of restricted stock awards. The change in fair value of the CVRs of $9.6 million for the year ended December 31, 2023 was included within “Other income (expense), net” in our consolidated statements of operations.

Final Plan Releases and Exculpations

The Final Plan provided releases and exculpations for the benefit of the Debtors, certain of the Debtors’ creditors, backstop parties, arrangers, book-running managers, lead placement agents, or similar parties with respect to the procurement of the Successor’s new capital structure, other parties in interest and various parties related thereto, each in their official capacities, from various claims and causes of action, as further set forth in the Final Plan.

Final Plan Settlement of Claims

The Final Plan effectuated the general settlement, release, compromise, discharge, and other resolution of all outstanding claims, interests and causes of action. Additionally, the Final Plan incorporated the settlement, release, compromise, discharge, and other resolution of all known and unknown claims, interests, causes of action, and disputes, by and among the Company and the Debtors arising prior to the Effective Date, on the terms under a settlement agreement filed with the Bankruptcy Court as set forth at docket number 3156 (the “Settlement”). The Settlement was approved by the Bankruptcy Court and became effective upon entry of the Confirmation Order. The Settlement resolved numerous potential claims and issues, regarding, among other things, the Debtors’ post-Emergence organizational structure, various considerations regarding the Debtors’ Luxembourg tax profile (including, without limitation, preservation of the Luxembourg tax unity and the use of certain tax attributes), the receipt and allocation of any accelerated relocation payments (“ARPs”) and related reimbursements, intercompany transactions that arose in the course of the Debtors’ business prior to May 13, 2020 (including certain transactions and/or balances that, absent the Settlement, could potentially be the subject of fact-intensive and time-consuming litigation), and the allocation of certain administrative expenses and post-petition intercompany balances. Refer to Note 15—Contingencies for more information on any outstanding claims related to the Chapter 11 Cases, including the SES Claim described therein.

Reorganization Items

The expenses, gains and losses directly and incrementally resulting from the Chapter 11 Cases are separately reported as reorganization items in our consolidated statements of operations. Amounts reflected as Successor in the tables below primarily relate to professional fees incurred for Fresh Start Accounting, restructuring, and claims management activities, as well as trustee fee payments and legal expenses.

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Reorganization items consisted of the following (in thousands):


	Predecessor			Successor
	Two Months Ended February 28, 2022			Ten Months Ended December 31, 2022
Gain on settlement of liabilities subject to compromise	$	5,708,937		$	—
Fresh start valuation adjustments		(702,511	)		—
Adjustment of debt discount, premium and issuance costs, and debtor-in-possession financing fees		(235,402	)		—
Professional fees		(88,711	)		(33,747	)
Make-whole premium		—			—
Other reorganization costs		(2,796	)		(8	)

Total reorganization items	$	4,679,517		$	(33,755	)

Note 3—Fresh Start Accounting

Upon Emergence, we qualified for and adopted Fresh Start Accounting in accordance with ASC 852, which resulted in a newly created entity, Intelsat S.A. becoming our ultimate parent company for financial reporting purposes because (1) the holders of the then-existing common shares of the Predecessor received less than 50 percent of the new common shares of the Successor outstanding upon Emergence, and (2) the reorganization value of the Company’s assets immediately prior to confirmation of the Final Plan was less than the total of all post-petition liabilities and allowed claims.

Upon adoption of Fresh Start Accounting, the reorganization value derived from the range of enterprise value associated with the Final Plan was allocated to the Company’s individual assets and liabilities, except for deferred income taxes, based on their estimated fair values as of the Fresh Start Reporting Date with the remaining excess value allocated to goodwill in conformity with ASC 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC 740.

As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Final Plan, the consolidated financial statements of the Successor are not comparable to the consolidated financial statements of the Predecessor.

(a) Reorganization Value

Under ASC 852, the Successor determined a value to be assigned to the equity of the emerging entity as of the date of adoption of Fresh Start Accounting. The Final Plan confirmed by the Bankruptcy Court estimated a range of enterprise value between $10.25 billion and $11.75 billion, with a midpoint of $11.0 billion. The Company deemed it appropriate to use the midpoint of the range to determine the final enterprise value of $11.0 billion. The range of enterprise value was determined using various financial analyses, including the comparable companies analysis, discounted cash flow analysis and precedent transaction analysis.

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The following table reconciles the enterprise value to the estimated fair value of our Successor common shares as of the Fresh Start Reporting Date (in thousands):


Adjusted enterprise value ($11.0 billion mid-point, net of net present value of ARP of $1.16 billion received prior to the Effective Date)	$	9,840,000
Plus: Excess cash		132,000
Less: Fair value of debt		(6,190,000	)
Less: Other liabilities and adjustments including noncontrolling interest		(71,000	)

Fair value of Successor equity	$	3,711,000

Fair value of Successor common shares	$	3,583,000
Fair value of Successor warrants		128,000

Fair value of Successor equity	$	3,711,000

The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to the Company’s individual assets as of the Fresh Start Reporting Date (in thousands):


Adjusted enterprise value	$	9,840,000
Plus: Excess cash		132,000
Less: Other liabilities and adjustments including noncontrolling interest		(71,000	)
Plus: Fair value of non-debt current liabilities		674,015
Plus: Fair value of non-debt, non-current liabilities		1,972,761
Plus: Noncontrolling interest		36,000

Reorganization value of Successor’s assets to be allocated	$	12,583,776

With the assistance of third-party valuation advisors, we determined the enterprise and corresponding equity value of the Successor using various valuation methods, including: (i) a calculation of the present value of future cash flows based on our financial projections, and (ii) a peer group trading analysis. The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in our valuations and certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, enterprise value projections and equity value projections are inherently subject to significant uncertainties beyond our control.

Accordingly, there can be no assurances that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially.

(b) Valuation Process

The fair values of the Company’s principal assets, as presented below, and the fair value of the Company’s lease liabilities, DIP-to-Exit Financing (as defined in the 2022 Annual Report), Series A and B Warrants, and Series A and B CVRs issued were estimated with the assistance of third-party valuation advisors.

Satellites and Other Property and Equipment

The satellite fleet comprises over 80% of the Company’s property, plant and equipment under ASC 360 and has been valued using the replacement cost method, a variation of the cost approach to valuation. Current

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replacement costs, which include consideration for the spacecraft cost, launch cost, insurance, capital interest and capital labor, were assigned to each satellite based on size and configuration then adjusted based on the age of each satellite. An assumed earnings test was also applied to the satellites, comparing the present value of future income streams to the adjusted replacement cost. In instances where the cost approach value exceeded the income approach value, an economic obsolescence penalty was applied.

All non-satellite personal property has been valued using either an indirect cost approach or, in instances where a robust secondary market exists, a market approach.

Real property assets are composed of building improvements and land. Building improvements were valued using the indirect cost approach primarily due to their specialized use nature. We analyzed transactions of similar properties in the respective markets to corroborate results. Land underlying building improvements was valued using the sales comparison approach.

Accelerated Relocation Payment Rights

On March 3, 2020, the FCC issued the FCC Final Order, which, among other things, provides for ARPs. The rights to the ARPs (“ARP Rights”) represent the Company’s entitlement to receive ARPs subject to the satisfaction of certain deadlines and other conditions. The ARP Rights were valued using the discounted cash flow method, a variation of the income approach to valuation. Under this method, we estimated the present value of the after-tax cash flows related to the ARPs that were expected to be received in the first quarter of 2024. The discount rate employed to estimate the present value was consistent with the risk inherent in the overall business of Intelsat, as the receipt of the ARPs is dependent on the Company’s ability to clear a portion of the C-band spectrum on an accelerated basis, and hence aligned with the Company’s operational risks. The key assumptions used to estimate the fair value of the ARP Rights included the expected amount and timing of the ARPs, tax rate and the discount rate.

Non-amortizable Intangible Assets – Orbital Slots and Trade Name

Intelsat is authorized by governments to operate satellites at certain orbital locations or longitudinal coordinates (collectively, the “Orbital Slots”). Intelsat has the right to operate satellites through these Orbital Slots and such rights can be used individually; however, since satellites and customers can be and are moved from one Orbital Slot to another, Intelsat’s rights are used in conjunction with each other as a network that can be adapted to meet the changing needs of customers and market demands. Due to the interchangeable nature of Orbital Slots, the aggregate value of all of the Orbital Slots is used to measure its fair value.

We determined the estimated fair value of our rights to operate at Orbital Slots by using the Greenfield 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 Greenfield method, the amount a reasonable investor would be willing to pay for the right to operate a satellite business using the Orbital Slots 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. The key assumptions used in estimating the fair values of our Orbital Slots 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.

Trade name represents a registered name for use in connection with the Company’s products and services offered to its customer base. 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 composed of two major steps: (i) a determination of an appropriate royalty rate, and (ii) the subsequent application of the royalty rate to projected revenue. In determining an appropriate royalty rate, we considered comparable license agreements, an excess earnings analysis to determine aggregate intangible asset earnings, and other qualitative factors. The key

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assumptions used to estimate the fair value of the Intelsat trade name included forecasted revenues, the royalty rate, the tax rate and the discount rate.

Amortizable Intangible Assets – Customer Relationships and Backlog

Intelsat focuses on business-to-business services that indirectly enable enterprise, government and consumer applications through their customers. Intelsat customer contracts offer different types of services: transponder services, managed services, channel services and mobile satellite services (“MSS”) and other. In addition to customer relationships and contracts, Intelsat’s contracted backlog represents its expected future revenue under existing customer contracts and includes both cancelable and non-cancelable contracts. These customer relationships and backlog intangible assets were valued using the multi-period excess earnings method, a variation of the income approach to valuation. For the customer relationships asset, revenues attributable to customer assets were determined and an attrition rate based on historical customer trends was applied to estimate the expected decline anticipated from the existing customer population. The cash flows attributable to the customer relationships and backlog assets were also determined by applying appropriate costs and contributory asset charges then adjusted using a discount rate that is commensurate with the risk inherent in the customer-related intangible assets. The key assumptions used to estimate the fair value of the customer-related assets included forecasted revenues, attrition rates, profit margins, contributory asset charges, the tax rate and the discount rate.

Amortizable Intangible Assets – Software, Supplemental Type Certificates and Line Fit Certifications

Intelsat CA recognizes an asset for the costs to obtain Supplemental Type Certificates and Line Fit Certificates, which is a regulatory requirement that must be satisfied prior to installation of equipment on the aircraft and remains an operational requirement throughout the duration of the contract. For the valuation of these intangible assets, we employed the replacement cost method, a variation of the cost approach to valuation. This method refers to estimating value equaling an amount that an entity would have to pay to replace an asset at the present time, according to its current worth. In the application of this method, we also considered developer’s profit and entrepreneurial incentive. The key assumptions used to estimate the fair value of these assets included historical costs, estimated replacement costs, remaining useful life, estimates of functional and economic obsolescence, reasonable profit mark-up and the required rate of return.

Equity and Debt Investments

Intelsat holds investments in certain privately held companies, including investments in debt, preferred equity, common stock and common stock warrants. Such investments do not have readily determinable fair values. In our valuation of these investments, we employed variations of the market approach and the income approach. The key assumptions used to estimate the fair value of the debt investments included the expected amount and timing of interest and principal payments and market yields. The key assumptions used to estimate the fair value of the equity-linked investments included the historical financial metrics, capitalization tables, and market multiples based on (i) comparable publicly traded companies and (ii) benchmark transactions, volatility and time to exit.

Lease Liabilities and Right of Use Assets

Lease liabilities were estimated as the present value of the remaining lease payments. The Company estimated an incremental borrowing rate and used it as the discount rate in the analysis. Right of use asset values were estimated by adjusting the lease liability estimates with estimates of off-market value of leases. Off-market (or above/below market) value was estimated as the present value of the differential between contract rates and market rates over the remaining term of a lease.

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Noncontrolling Interests

Intelsat holds a noncontrolling ownership interest in Horizons Satellite Holdings LLC, which is a joint venture with JSAT International, Inc. (“JSAT”) that consists of two investments: Horizons-1 Satellite LLC and Horizons-2 Satellite LLC. For the valuation of this minority, non-marketable interest, we employed the discounted cash flow analysis under the income approach to valuation. The key assumptions used to estimate the fair value of the noncontrolling interest included forecasted revenues, profit margins, the tax rate and the discount rate.

DIP-to-Exit Financing

To estimate the value of the DIP-to-Exit Financing, we employed a discounted cash flow method, a variation of the income approach to valuation. The fair value of the DIP-to-Exit Financing was estimated by calculating the present value of the projected cash flows associated with the DIP-to-Exit Financing based on a concluded yield range. The yield range was developed by applying a benchmarking analysis. The key assumptions used to estimate the fair value of the DIP-to-Exit Financing included the expected amount and timing of interest and principal payments and market yields.

Series A and Series B Warrants

The Company issued Series A and Series B Warrants as part of the Final Plan. To estimate the fair value of the Series A and Series B Warrants, we utilized the Black-Scholes-Merton (“BSM”) option pricing method. In the application of the BSM method, we determined the share price by solving via an iterative process for the common shares, where the aggregate value of the Series A Warrants, Series B Warrants and remaining common shares equates to the estimated total equity value. The key valuation inputs used in the BSM method include the current equity value, time to exit, volatility, risk-free rate and the exercise price.

Series A and Series B CVRs

The Series A and Series B CVRs were determined to have nominal value as of the Fresh Start Reporting Date.

(c) Consolidated Balance Sheet

The adjustments included in the Fresh Start Accounting consolidated balance sheet set forth below reflect the effects of the transactions contemplated by the Final Plan and enacted on the Effective Date (reflected in the column “Reorganization Adjustments”), and fair value and other required accounting adjustments resulting from the adoption of Fresh Start Accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes provide additional information and significant assumptions with regard to the adjustments recorded and the methods used to determine the fair values.


	Predecessor											Successor
	February 28, 2022		Reorganization Adjustments			⁽¹⁾		Fresh Start Adjustments				February 28, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	393,406	$	(73,679	)		⁽²⁾	$	—			$	319,727
Restricted cash		102,018		—					—				102,018
Depository Trust Company (“DTC”) asset		732,121		(732,121	)		⁽³⁾		—				—
Receivables, net of allowances		198,850		(100	)		⁽⁴⁾		—				198,750
Receivables relating to C-band		1,283,081		—					—				1,283,081
Contract assets, net of allowances		48,384		—					—				48,384
Inventory		117,786		—					—				117,786
Prepaid expenses and other current assets		110,218		(665	)		⁽⁵⁾		(2,169	)	⁽¹⁶⁾		107,384

Total current assets		2,985,864		(806,565	)				(2,169	)			2,177,130

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	Predecessor												Successor
	February 28, 2022			Reorganization Adjustments			⁽¹⁾		Fresh Start Adjustments				February 28, 2022
Satellites and other property and equipment, net		5,055,890			—					(931,534	)	⁽¹⁷⁾		4,124,356
ARP Rights		—			—					2,855,000		⁽¹⁸⁾		2,855,000
Goodwill		2,689,192			—					(1,293,250	)	⁽¹⁹⁾		1,395,942
Non-amortizable intangible assets		2,295,000			—					(1,245,000	)	⁽²⁰⁾		1,050,000
Amortizable intangible assets, net		246,315			—					(67,710	)	⁽²¹⁾		178,605
Contract assets, net of current portion and allowances		52,231			—					—				52,231
Other assets		744,716			(13,458	)		⁽⁶⁾		19,254		⁽²²⁾		750,512

Total assets	$	14,069,208		$	(820,023	)			$	(665,409	)		$	12,583,776

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	339,843		$	(10,896	)		⁽⁷⁾	$	—			$	328,947
Taxes payable		9,246			—					—				9,246
Employee-related liabilities		45,326			—					—				45,326
Accrued interest payable		41,324			—					—				41,324
Current maturities of long-term debt		6,183,652			(6,183,652	)		⁽⁸⁾		—				—
Contract liabilities		152,604			—					—				152,604
Deferred satellite performance incentives		18,902			—					—				18,902
Other current liabilities		68,128			—					9,538		⁽²³⁾		77,666

Total current liabilities		6,859,025			(6,194,548	)				9,538				674,015

Long-term debt		—			6,183,652			⁽⁸⁾		6,348		⁽²⁴⁾		6,190,000
Contract liabilities, net of current portion		1,333,205			—					—				1,333,205
Deferred satellite performance incentives, net of current portion		94,748			—					—				94,748
Deferred income taxes		67,685			—					(2,725	)	⁽²⁵⁾		64,960
Accrued retirement benefits, net of current portion		81,338			—					—				81,338
Other long-term liabilities		385,304			—					13,206		⁽²⁶⁾		398,510
Due to related parties, net		16,378			(16,378	)		⁽⁹⁾		—				—
Liabilities subject to compromise		10,329,798			(10,329,798	)		⁽¹⁰⁾		—				—

Total liabilities		19,167,481			(10,357,072	)				26,367				8,836,776

Shareholders’ deficit:
Common shares, nominal value $0.01 per share		5,000			(5,000	)		⁽¹¹⁾		—				—
Common shares; Successor		—			677			⁽¹²⁾		—				677
Paid-in capital		2,569,958			182,452			⁽¹³⁾		(2,752,410	)	⁽²⁷⁾		—
Paid-in capital; Successor		—			3,710,323			⁽¹⁴⁾		—				3,710,323
Accumulated deficit		(7,626,186	)		5,648,597			⁽¹⁵⁾		1,977,589		⁽²⁷⁾		—
Accumulated other comprehensive loss		(51,283	)		—					51,283		⁽²⁷⁾		—

Total Intelsat S.A. shareholders’ equity (deficit)		(5,102,511	)		9,537,049					(723,538	)			3,711,000

Noncontrolling interest		4,238			—					31,762		⁽²⁷⁾		36,000

Total liabilities and shareholders’ equity (deficit)	$	14,069,208		$	(820,023	)			$	(665,409	)		$	12,583,776

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(d) Reorganization Adjustments

In accordance with the Final Plan, the following adjustments were made:

(1)

Represents amounts recorded as of the Fresh Start Reporting Date for the implementation of the Final Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, distributions of cash, conversion of the debtor-in-possession financing to the DIP-to-Exit Financing facilities, issuances of the Successor’s common shares, Series A and Series B Warrants and Series A and Series B CVRs.

(2)

Changes in cash and cash equivalents includes the following (in thousands):


Cash at Intelsat S.A.	$	99
Payment of professional fees including success fees		(72,374	)
Funding of reserve to make future distributions to creditors		(1,404	)

Net change in cash and cash equivalents	$	(73,679	)

(3)

Reflects the disbursement of funds deposited with DTC to fund payments to creditors and distributions to Intelsat S.A. (now Reorganized ISA S.A.) creditors, pursuant to the Final Plan.

(4)

Changes in receivables, net includes the following (in thousands):


Elimination of amount due from Intelsat S.A., in consolidation	$	(65	)
Cancellation of amounts due from a third party		(35	)

Net change in receivables, net	$	(100	)

(5)

Changes in prepaid expenses and other current assets includes the following (in thousands):


Funding of reserve to make future distributions to creditors	$	1,404
Elimination of prepaid directors and officers insurance policies related to the Predecessor		(2,069	)

Net change in prepaid expenses and other current assets	$	(665	)

(6)

Changes in other assets includes the following (in thousands):


Elimination of prepaid directors and officers insurance policies related to the Predecessor	$	(11,173	)
Reduction of a deferred income tax asset related to the implementation of the Final Plan		(2,285	)

Net change in other assets	$	(13,458	)

(7)

Changes in accounts payable and accrued liabilities includes the following (in thousands):


Reinstatement of liabilities	$	18,593
Funding of reserve to make future distributions to creditors		1,404
Payment of professional fees		(30,893	)

Net change in accounts payable and accrued liabilities	$	(10,896	)

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(8)

Reflects the DIP-to-Exit Financing and the reclassification of the net carrying value of debt from current liabilities to non-current liabilities, based on the maturity of the debt.

(9)

Reflects the settlement of amounts due to related parties, net as follows (in thousands):


Contribution of portion of related party, net amount from Intelsat S.A. (now Reorganized ISA S.A.)	$	(18,782	)
Loss on forgiveness of portion of related party receivables		2,682
Application of funds deposited with DTC to pay Intelsat S.A. (now Reorganized ISA S.A.) creditors		(278	)

Net change in amounts due to related parties, net	$	(16,378	)

(10)

Liabilities subject to compromise were settled in accordance with the Final Plan and the resulting gains were determined as follows (in thousands):


Accounts payable	$	10,693
Debt subject to compromise		9,379,661
Accrued interest on debt subject to compromise		334,179
Other long-term liabilities subject to compromise		37,247
Guarantee liability		409,997
Related party note payable		150,000
Accrued interest on related party note payable		8,021

Total liabilities subject to compromise		10,329,798

Less: Distribution of common shares to creditors		(3,583,000	)
Less: Distribution of Series A and Series B Warrants to creditors		(128,000	)
Less: Application of funds deposited with DTC to pay creditors		(731,843	)
Less: Elimination of related party note through contributions from Intelsat S.A (now Reorganized ISA S.A.)		(158,021	)
Less: Reinstatement of liabilities		(18,593	)
Less: Reserve to make future distributions to creditors		(1,404	)
Less: Distributions of Series A and Series B CVRs		—

Gain on settlement of liabilities subject to compromise	$	5,708,937

(11)

Reflects the elimination of common shares due to the consolidation of Intelsat S.A., the new ultimate parent company.

(12)

Reflects the issuance of Successor common shares, at par, to creditors.

(13)

Change in paid-in-capital reflects the following (in thousands):


Elimination of related party note through contributions from Intelsat S.A. (now Reorganized ISA S.A.)	$	158,021
Contribution of portion of related party, net amount from Intelsat S.A. (now Reorganized ISA S.A.)		18,782
Elimination of common shares due to the consolidation of Intelsat S.A., the new ultimate parent company		5,000
Reflects the acceleration of the vesting of equity awards upon the Effective Date		615
Paid-in-capital related to repurchase and cancellation of formation shares issued by Intelsat S.A.		34

Change in paid-in-capital	$	182,452

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(14)

Change in paid-in-capital; Successor reflects the issuance of common stock and Series A and Series B Warrants to creditors pursuant to the Final Plan (in thousands):


Distribution of common shares (paid-in-capital) to creditors	$	3,582,323
Distribution of Series A and Series B Warrants to creditors		128,000

Change in paid-in-capital; Successor	$	3,710,323

(15)

Net change in accumulated deficit includes the following (in thousands):


Gain on settlement of liabilities subject to compromise	$	5,708,937
Payment of professional fees (success fees)		(41,481	)
Elimination of prepaid director and officer insurance policies related to the Predecessor		(13,242	)
Loss on forgiveness of portion of related party receivables		(2,682	)
Recognition of net deferred tax expense related to the implementation of the Final Plan		(2,285	)
Incremental compensation expense for the acceleration of the vesting of Predecessor equity awards upon the Effective Date		(615	)
Cancellation of amounts due from a third party		(35	)

Net change in accumulated deficit	$	5,648,597

(e) Fresh Start Adjustments

In accordance with the application of Fresh Start Accounting, the following adjustments were made:

(16)

Reflects the fair value adjustment due to the adoption of Fresh Start Accounting. The following table summarizes the components of prepaid expenses (in thousands):


	Predecessor Historical Value		Successor Fair Value
Prepaid expenses and other current assets	$	69,601	$	67,589
Deferred cost of sales excluding C-band - current portion		23,965		23,808
Deferred cost of sales C-band - current portion		15,987		15,987

Total prepaid expenses and other current assets	$	109,553	$	107,384

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(17)

Changes in satellites and other property and equipment reflect the fair value adjustment due to the adoption of Fresh Start Accounting. The following table summarizes the components of satellites and other property and equipment (in thousands):


	Predecessor Historical Value			Successor Fair Value
Satellites and launch vehicles	$	11,225,338		$	3,433,243
Information systems and ground segment		1,208,463			421,424
Buildings and other		334,824			269,689

Total cost		12,768,625			4,124,356
Less: accumulated depreciation		(7,712,735	)		—

Total satellites and other property and equipment	$	5,055,890		$	4,124,356

(18)

Reflects the fair value adjustment related to the ARPs the Company expected to receive in the first half of 2024.

(19)

Reflects the adjustment to goodwill for the excess of the reorganization value of the assets over the fair value of identifiable tangible and intangible assets.

(20)

Changes in non-amortizable intangible assets reflect the fair value adjustment due to the adoption of Fresh Start Accounting. The following table summarizes the components of non-amortizable intangible assets (in thousands):


	Predecessor Historical Value		Successor Fair Value
Orbital Slots	$	2,250,000	$	1,000,000
Trade name		45,000		50,000