On May 30, 2023, the Company completed the acquisition of all outstanding shares of Inmarsat Holdings, a privately held leading provider of global mobile satellite communications services. The Inmarsat Acquisition positions the Company as a leading global communications innovator with enhanced scale and scope to connect the world affordably, securely and reliably. The complementary assets and resources of the combined company position the Company to provide advanced new services in mobile and fixed segments, driving greater customer choice in broadband communications and narrowband services (including the Internet of Things (IoT)). These benefits and additional opportunities were among the factors that contributed to a purchase price resulting in the recognition of preliminary estimated goodwill of $811.8 million and $405.9 million which was recognized in the Company's satellite services and government systems segments, respectively. The goodwill recognized was not deductible for U.S. and foreign income tax purposes.

The consideration transferred of approximately $2.7 billion was comprised of $2.1 billion of the fair value of approximately 46.36 million unregistered shares of the Company’s common stock issued at the closing of the transaction and $550.7 million in cash consideration. In connection with the Inmarsat Acquisition, the Company recorded acquisition-related transaction costs of $2.5 million and $29.9 million during the three and six months ended September 30, 2023, respectively, and $9.5 million and $22.3 million for the three and six months ended September 30, 2022, respectively, included in selling, general and administrative expenses.

The purchase price allocation is preliminary primarily due to the pending finalization of the Company’s valuation analysis and review of various tax attributes. The Company allocated the purchase price to tangible and intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which is subject to adjustment for

up to one year after the closing of the Inmarsat Acquisition as additional information is obtained. The preliminary purchase price allocation of the acquired assets and assumed liabilities in the Inmarsat Acquisition based on the preliminary estimated fair values as of May 30, 2023, adjusted since the closing of the Inmarsat Acquisition, primarily between goodwill and identifiable intangible assets, is as follows:


	(In thousands)
Current assets	$	652,247
Property, equipment and satellites		4,597,898
Identifiable intangible assets		2,680,000
Other assets		388,305
Total assets acquired	$	8,318,450
Current liabilities		(594,829	)
Long-term debt, excluding short-term portion		(3,519,771	)
Other long-term liabilities		(2,742,527	)
Total liabilities assumed	$	(6,857,127	)
Goodwill		1,217,769
Total consideration transferred	$	2,679,092

Current liabilities and other long-term liabilities include approximately $29.6 million and $248.3 million, respectively, of unfavorable contract liabilities amortized into service revenue over a weighted average estimated useful life of approximately nine years. Estimated amounts assigned to identifiable intangible assets are being amortized on a straight-line basis over their estimated useful lives (which approximates the economic pattern of benefit) and are as follows as of May 30, 2023:


			Weighted
	Estimated Fair Value		Average Estimated Useful Life
	(In thousands)		(In years)
Orbital slots and spectrum assets	$	1,010,000		12
Customer relationships		1,155,000		11
Technology		105,000		7
Trade name		90,000		8
Other		320,000		5
Total identifiable intangible assets	$	2,680,000		10

The intangible assets acquired in the Inmarsat Acquisition were determined in accordance with the authoritative guidance for business combinations (ASC 805), based on estimated fair values using valuation techniques consistent with the market approach, income approach and/or cost approach to measure fair value.

The condensed consolidated financial statements include the operating results of Inmarsat from the date of acquisition. Since the acquisition date on May 30, 2023, the Company recorded approximately $426.6 million and $560.8 million in revenue during the three and six months ended September 30, 2023, respectively, and $135.2 million and $135.1 million of net loss during the three and six months ended September 30, 2023, respectively, with respect to the Inmarsat business (primarily in the Company’s satellite services segment, with a portion included in its government systems segment and an insignificant amount included in its commercial networks segment) in the condensed consolidated statements of operations.

The unaudited financial information in the table below summarizes the combined results of operations for the Company and Inmarsat on a pro forma basis, as though the companies had been combined as of the beginning of fiscal year 2023, April 1, 2022. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the related fiscal periods. The pro forma financial information for the three months ended September 30, 2022 and six months ended September 30, 2023 and September 30, 2022 includes the business combination accounting effects primarily related to the amortization and depreciation changes from acquired intangible and tangible assets, interest expense from the debt issued to finance the acquisition, acquisition-related transaction costs and related tax effects.


	Three Months Ended			Six Months Ended
	September 30, 2022			September 30, 2023			September 30, 2022
	(In thousands)
Total revenues	$	1,070,322		$	2,286,941		$	2,014,732
Net income (loss) attributable to Viasat, Inc.	$	(40,986	)	$	(802,594	)	$	(263,675	)