What changed in this filing

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Item 1. Business

2024-02-28 compared with 2023-02-28 · 146 added, 159 removed, 226 unchanged (57% of the section changed)

Company Overview and Strategy

Our Mission and our Industry’s Evolution

Gogo is the world’s largest provider of broadband connectivity services for the business aviation market.

Our Mission and our Industry’s Evolution

Gogo is the world’s largest provider of broadband connectivity services for the business aviation market.

We have served this market for more than 25 years.

Our mission is to enrich the lives of passengers and the efficiency of operators with the world’s best business aviation in-flight connectivity and customer support.

We have always sought to provide the best connectivity for the business aviation market regardless of technology, and we have a successful history of doing so.

Until recently, we focused primarily on business aviation aircraft in North America, which comprise approximately 63% of the worldwide business aviation fleet, and we are the leading provider of in-flight connectivity in that market.

Gogo started in analogue air-to-ground (“ATG”) technology in the late 1990s, then, as analogue cellular backhaul disappeared, migrated to narrowband satellite connectivity in the early 2000s, then back to ATG with our digital broadband 3G and 4G networks beginning in 2010.

We expect to commercially launch our fourth ATG network –

Gogo 5G –

in the fourth quarter of 2023.

We expect to commercially launch our fourth ATG network – Gogo 5G – in the fourth quarter of 2024.

Simultaneous with the development of Gogo 5G, we are actively working with a subset of AVANCE customers and customers utilizing our legacy Gogo Biz ATG airborne system operating on our ground 3G and 4G networks to transition to an AVANCE system compatible with a new LTE network.

We anticipate this subset of customers will see improved performance because of this network transition, which is expected to occur in early 2026.

The cost for the transition to the new LTE network is partially offset given our participation in the FCC Secure and Trusted Communications Networks Reimbursement Program (the “FCC Reimbursement Program”).

We also continue to provide narrowband satellite services to customers in North America and internationally through distribution agreements with satellite providers.

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The business aviation in-flight connectivity market is evolving again due to advancements in technology and several change catalysts.

The most significant advancement in technology driving change in our industry today is the introduction of low earth orbit (“LEO”) satellite technology, which provides, among other things, a global service offering and significantly higher capacity and lower latency than alternatives available today.

We believe that demand for in-flight connectivity will continue to increase because of changes in the demographics of our customer base, the proliferation of social applications and lifestyle changes that remain in a post-COVID world such as remote work and use of videoconferencing.

Further, 66% of business aircraft in North America were manufactured before IFC was available as a linefit option.

Further, 69% of business aircraft in North America were manufactured before in-flight connectivity was available as a linefit option.

We expect approximately 21% of these aircraft will be replaced in the next five to seven years, with new aircraft coming pre-installed with in-flight connectivity given customer expectations today.

We view all these significant changes as opportunities to leverage our technological know-how and deep understanding of the business aviation in-flight connectivity market to drive greater penetration of our solutions in our markets over the next five to ten years.

As outlined below, we have refined our strategy to capture these opportunities, including an announcement in May 2022 that we are preparing to launch the first global broadband service designed for business aviation (“Global Broadband”).

The service will use an electronically steered antenna (“ESA”), specifically designed with Hughes Network Systems, LLC (“Hughes”) to address a broad range of business aviation aircraft, operating on a LEO satellite network operated by Network Access Associates, Ltd.

(“OneWeb”).

We believe that Global Broadband, in combination with or as an alternative to our ATG systems, will allow us to increase our penetration of the North American heavy jet market and provide an upgrade path for our existing ATG customer base.

In addition, Global Broadband will allow us to penetrate the business aviation market outside of North America, where fewer than 6% of business aviation aircraft are installed with in-flight connectivity systems.

We expect to commercially launch Gogo Galileo in the fourth quarter of 2024.

(“Eutelsat OneWeb”).

We believe that Gogo Galileo, in combination with or as an alternative to our ATG systems, will allow us to increase our penetration of the North American heavy jet market and provide an upgrade path for our existing ATG customer base.

In addition, we believe that Gogo Galileo will allow us to penetrate the business aviation market outside of North America, where approximately 6% of business aviation aircraft are installed with in-flight connectivity systems.

Now and Next Strategy

Given the industry evolution described above, we have refined our strategy, ultimately creating what we refer to as the “Now and Next Strategy”.

The Now and Next Strategy positions Gogo to penetrate the rest of the world business aviation market while maintaining and strengthening our leadership position in North America.

Given the industry evolution described above, we have refined our strategy, ultimately creating what we refer to as the “Now and Next Strategy.” The Now and Next Strategy positions Gogo to penetrate the business aviation market outside of North America while maintaining and strengthening our leadership position in North America.

The principal elements of our Now and Next Strategy include the following:

• Leveraging our deep understanding of the business aviation in-flight connectivity market to accelerate growth by (i) expanding our total addressable market through the broadening of the Gogo product line to meet the needs of every segment of the business aviation market;

(ii) extending customer use of our services by driving penetration of our AVANCE platform, enhancing ATG networks, and providing easy upgrade paths to Global Broadband and other new technologies;

(ii) extending customer use of our services by driving penetration of our AVANCE platform, enhancing ATG networks, and providing easy upgrade paths to Gogo Galileo and other new technologies;

and (iii) providing equivalent or better service at a lower cost of ownership than competitive products to all segments of the business aviation market;

Preserving and expanding our relationships with Original Equipment Manufacturers (“OEMs”), our aftermarket dealers, and fractional jet operators by providing superior customer support, products and services;

• Preserving and expanding our relationships with Original Equipment Manufacturers (“OEMs”), our aftermarket dealers, and fractional jet operators by providing superior customer support, products and services;

• Maintaining a continuous culture of improvement by, among other things, building knowledge and maintaining flexibility to migrate to new hardware and network technologies as they evolve;

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Our Product Platform .

Our product platform includes three components –

networks, antennas, and airborne equipment and software, each of which is discussed in greater detail below.

The comprehensiveness and flexibility in our product platform allows us to align our value proposition with our customers’

priorities and identify solutions based on geography, mission, size of aircraft and passenger preference.

Our product platform includes three components – networks, antennas, and airborne equipment and software, each of which is discussed in greater detail below.

The comprehensiveness and flexibility in our product platform allows us to align our value proposition with our customers’ priorities and identify solutions based on geography, mission, size of aircraft and passenger preference.

Our Distribution Relationships .

We believe that our distribution network is unmatched in our industry.

Our distribution partners include every OEM of business aviation aircraft and an aftermarket network of approximately 120 dealers, many of whom we have worked with for decades.

Our distribution partners include every OEM of business aviation aircraft and a global aftermarket network of approximately 110 dealers with approximately 200 locations, many of whom we have worked with for decades.

We have established trusted relationships with our distribution partners and a proven track record of generating revenues and profits for them, and they have trust and confidence in our ability to continue to do so.

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We pioneered and have led innovation in our industry for nearly 30 years, as evidenced by the three proprietary ATG network technologies that we have deployed for the business aviation market.

We expect to commercially launch our fourth ATG network –

Gogo 5G –

in the fourth quarter of 2023.

We expect to commercially launch our fourth ATG network – Gogo 5G – in the fourth quarter of 2024.

Products, Services, Customers and Customer Support

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Gogo currently deploys omni-directional antennas and dual directional antennas, both of which support customers utilizing our 3G and 4G networks.

In connection with the launch of Gogo 5G, Gogo will introduce the MB-13 antenna, which is capable of accessing Gogo’s 4 MHz of licensed spectrum in the 800 MHz band and unlicensed spectrum in the 2.4 GHz band at the same time, enabling greater throughput than our omni-directional and dual directional antennas.

In connection with the launch of Global Broadband, Gogo is working with Hughes to design an ESA that will fit on a very broad range of business aviation aircraft –

from light jets and turboprops to large-cabin jets.

The ESA is expected to be delivered in the second half of 2024 and will operate on OneWeb’s high speed, low latency LEO satellite network.

In connection with the launch of Gogo 5G, Gogo introduced the MB-13 antenna, which is capable of accessing Gogo’s 4 MHz of licensed spectrum in the 800 MHz band and unlicensed spectrum in the 2.4 GHz band at the same time, enabling greater throughput than our omni-directional and dual directional antennas.

In connection with the launch of Gogo Galileo, Gogo is working with Hughes to design an ESA that will fit on a very broad range of business aviation aircraft – from light jets and turboprops to large-cabin jets.

The ESA is expected to be delivered in the second half of 2024 and will operate on Eutelsat OneWeb’s high speed, low latency LEO satellite network.

Airborne Equipment and Software .

Our networks and systems are designed to provide the best in-flight Internet experience and highest network and system availability across the broadest range of aircraft wherever they fly, and a growing number of our installed aircraft are on the AVANCE platform.

Our networks and systems are designed to provide the best in-flight connectivity experience and highest network and system availability across the broadest range of aircraft wherever they fly, and a growing number of our installed aircraft are on the AVANCE platform.

The AVANCE platform is software-centric and designed to be extensible as it includes hardware built with common components that operate on a single operating system across multiple devices.

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Because of this extensibility, we can add new products, features and options;

we can increase connectivity speeds by augmenting spectrum;

increase connectivity speeds by augmenting spectrum;

and we can add proprietary or third-party ATG or satellite networks, all with minimal or no hardware or aircraft modifications.

For example, existing AVANCE customers who wish to add Global Broadband service will only have to install an ESA on top of their aircraft and run a power cable and ethernet cable to the AVANCE box inside the aircraft.

For customers operating AVANCE-equipped aircraft in North America, AVANCE’s unique multi-bearer capability will allow Gogo to combine capacity from its ATG network and the OneWeb LEO satellite network to provide more capacity than stand-alone LEO satellite networks can provide.

We expect AVANCE’s common componentry to facilitate standardization of hardware and FAA certifications across multiple products, spectrum frequencies and networks, and we expect that such standardization will in turn increase efficiency and improve quality in functions that include supply chain, production operations and customer support.

AVANCE aircraft online at December 31, 2022, approximately 2,100 were equipped with AVANCE L5 and approximately 1,200 with AVANCE L3.

For example, existing AVANCE customers who wish to add Gogo Galileo service will only have to install an ESA on top of their aircraft and run a power cable and ethernet cable to the AVANCE box inside the aircraft.

For customers operating AVANCE-equipped aircraft in North America, AVANCE’s unique multi-bearer capability will allow Gogo to combine capacity from its ATG network and the Eutelsat OneWeb LEO satellite network to provide more capacity than stand-alone LEO satellite networks can provide.

Of the AVANCE aircraft online at December 31, 2023, approximately 2,500 were equipped with AVANCE L5 and approximately 1,500 with AVANCE L3.

In-Flight Services (Service Plans) .

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We offer a variety of connectivity services tailored to our various networks and technologies that are generally priced on a per-aircraft per-month basis.

We offer service plans ranging from unlimited data usage to a pay-as-you-go monthly consumption plan and offer alongside these data plans voice rates, inflight entertainment options such as Gogo Vision, and other service features.

We offer service plans ranging from unlimited data usage to an hourly monthly consumption plan and offer alongside these data plans voice rates, inflight entertainment options such as Gogo Vision, and other service features.

Customers and Distribution Partners .

We provide in-flight connectivity services to a variety of customers needing connectivity, but our end users are primarily aircraft owners/operators.

As of December 31, 2022, our market was comprised of approximately 24,700 business aircraft in North America, of which approximately 30% have broadband connectivity, and approximately 14,400 business aircraft in the rest of the world, of which fewer than 6% have broadband connectivity.

As of December 31, 2023, our market was comprised of approximately 25,000 business aircraft in North America, of which approximately 34% have broadband connectivity, and approximately 14,500 business aircraft in the rest of the world, of which approximately 6% have broadband connectivity.

As of December 31, 2023, we had approximately 4,200 customers.

Out top ten customers accounted for approximately 20% of our 2022 service revenue (excluding Intelsat), and no customer accounted for more than 10% of our revenue in 2022.

Our top ten customers accounted for approximately 21% of our 2023 service revenue (excluding service revenue earned under a network sharing agreement with Intelsat Jackson Holdings S.A.

(“Intelsat”)), and no customer accounted for more than 10% of our revenue in 2023.

We also sell directly to every OEM of business aviation aircraft including Bombardier, Dassault Falcon, Embraer, Gulfstream, Pilatus and Textron Aviation.

In the aftermarket, we sell through a global distribution network of approximately 120 independent dealers who are certified by the Federal Aviation Administration (“FAA”) as Maintenance and Repair Organizations.

Our independent dealers market, resell and obtain FAA-required supplemental type certificates (“STC”) for our equipment.

Our customers also include fractional jet operators such as Flexjet and NetJets, charter operators such as Wheels Up, corporate flight departments and individuals owning aircraft.

In the aftermarket, we sell through a global distribution network of approximately 110 independent dealers with approximately 200 locations who are certified by the Federal Aviation Administration (“FAA”) as Maintenance and Repair Organizations.

Our independent dealers market, resell and obtain FAA-required supplemental type certificates (“STC”) for our equipment.

Our customers also include fractional jet operators such as NetJets, charter operators, corporate flight departments and individuals owning aircraft.

Infrastructure .

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Networks and Towers .

We have developed, deployed and operated our own networks for more than 25 years, resulting in experience and know-how that we believe is unmatched by any other provider in our industry.

We have developed, deployed and operated networks for more than 15 years, resulting in experience and know-how that we believe is unmatched by any other provider in our industry.

We hold the exclusive license to 4 MHz of U.S.

nationwide spectrum dedicated to ATG use, as well as the exclusive rights to the same spectrum in Canada.

We currently operate a terrestrial network using 3 MHz of licensed spectrum in the 800 MHz band and approximately 260 terrestrial cell sites in the lower 48 states and parts of Alaska and Canada.

We currently operate a terrestrial network using 3 MHz of licensed spectrum in the 800 MHz band (“ATG License”) and approximately 260 terrestrial cell sites in the lower 48 states and parts of Alaska and Canada.

All but one of our cell sites are leased from tower operators.

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As of December 31, 2023, this network supported 3.1 Mbps 3G service and 9.8 Mbps 4G service.

Our proprietary ATG network provides lower latency and requires less powerful antennas than the networks operated by our geosynchronous (“GEO”) satellite competitors and enables us to avoid the interference issues that can accompany use of shared, unlicensed spectrum.

We expect to commercially launch our fourth ATG network –

Gogo 5G –

in the fourth quarter of 2023.

We have announced completion of key Gogo 5G milestones including finishing construction of our initial 150 cell sites that comprise our 5G terrestrial network in the lower 48 states, obtaining a STC and Parts Manufacturing Approval (“PMA”) for the 5G airborne antenna system, qualifying the airborne line replaceable unit (“LRU”) for flight testing and signing an agreement with Jet Edge as our 5G launch partner.

We expect to commercially launch our fourth ATG network – Gogo 5G – in the fourth quarter of 2024.

Customers who elect to not upgrade to Gogo 5G may continue to use our 3G and 4G service over our ATG networks in North America.

The 3G and 4G service will also serve as a redundancy network and performance enhancement mechanism for Gogo 5G.

In addition, in May 2022 we announced that we have partnered with OneWeb to utilize their global LEO satellite network.

They plan to complete launch of their network in April of 2023 and be ready to start offering aero service in 2024.

In addition to the significant performance enhancements provided by the LEO network, Global Broadband expands our total addressable market by approximately 14,400 aircraft in the rest of the world.

We are also transitioning our 3G and 4G networks to a new LTE network.

In addition, we announced that we have partnered with Eutelsat OneWeb to utilize their global LEO satellite network.

They completed the launch of their network in March 2023 and are prepared to offer aero service in 2024.

In addition to the significant performance enhancements provided by the LEO network, Gogo Galileo expands our total addressable market by approximately 14,500 aircraft in the rest of the world.

Ground Network and Data Centers .

We lease an extensive, predominantly fiber-optic network to connect our approximately 260 cell sites to our two data centers, the Internet and cloud-based services, and our network operations center (“NOC”).

Our data centers and cloud-based services provide redundant telecommunications connections to the Internet and contain numerous servers that enable the expansive set of features that we offer.

The NOC monitors daily network operations, conducts network diagnostics and coordinates responses to any performance issues.

The NOC monitors daily network operations, conducts network diagnostics and coordinates

responses to any performance issues.

We augment our ability to monitor, maintain and update our in-flight systems while aircraft are on the ground with a terrestrial modem utilizing 3G, 4G and Wi-Fi wireless service.

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These teams assist with, among other things, installations, troubleshooting and system activations, and data analysis to evaluate our system and operational performance.

We have specialized support for our OEM distribution partners and dealers who are responsible for obtaining the FAA certifications required for installation of our equipment on aircraft, and we support them in obtaining such certifications and installing the equipment through our aircraft

application engineers.

We also deploy our field service engineering teams in key locations across the United States and Europe to support our customers’

flight departments following installation of our equipment.

We have specialized support for our OEM distribution partners and dealers, who are responsible for obtaining the FAA certifications required for installation of our equipment on aircraft, and we support them in obtaining such certifications and installing the equipment through our aircraft application engineers.

We also deploy our field service engineering teams in key locations across the United States and Europe to support our customers’ flight departments following installation of our equipment.

Both the dealer network and customer flight departments have access to our technical and logistical support 24 hours a day, seven days a week.

Engineering, Design and Development (“ED&D”) .

Our large in-house ED&D operation is responsible for translating business requirements into products that comply with rigorous avionics certification requirements.

Engineering, Design and Development (“ED&D”) .

Our in-house ED&D operation is responsible for translating business requirements into products that comply with rigorous avionics certification requirements.

Its capabilities include:

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Our manufacturing objective is to produce superior quality products that conform to avionics specifications while providing the best value to our customers.

Given our highly specialized technology and required production levels, we design, assemble and test our airborne LRUs in-house, while relying on third parties to manufacture specific components based on our design specifications to maximize production efficiencies.

Given our highly specialized technology and required production levels, we design, assemble and test our airborne line replaceable units (“LRUs”) in-house, while relying on third parties to manufacture specific components based on our design specifications to maximize production efficiencies.

We retain the intellectual property associated with the airborne LRUs.

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Our manufacturing processes include internally designed test fixtures and software that we and our third-party manufacturers employ at all levels of manufacturing.

Our manufacturing-related business processes –

from sales forecasts to supply chain activities to shipping –

are integrated and automated within our enterprise resource planning tools.

Our manufacturing-related business processes – from sales forecasts to supply chain activities to shipping – are integrated and automated within our enterprise resource planning tools.

Our manufacturing and repair facilities are FAA-certified.

We compete against both equipment-providers and GEO- and LEO- satellite based telecommunications service providers, as well as resellers of the above, to the business aviation market, including Honeywell Aerospace, Collins Aerospace, Satcom Direct, Inmarsat, ViaSat and Starlink.

In addition, SmartSky Networks, which in 2014 announced that it planned to launch an ATG network in the continental United States in 2016, announced in late 2022 that the network is “live nationwide.”

We compete against both equipment-providers and GEO- and LEO-satellite based telecommunications service providers, as well as resellers of the above, to the business aviation market, including Honeywell Aerospace, Collins Aerospace, Satcom Direct, ViaSat, SmartSky Networks and Starlink.

A number of our competitors are focused on servicing the heavy jet market through GEO satellite services.

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Separate STCs typically are required for different configurations of the same aircraft type, such as when they are configured differently for different owners and operators.

After an STC is obtained, a manufacturer desiring to manufacture components to be used in the modification covered by the STC must apply to the FAA for a PMA, which permits the holder to manufacture and sell components manufactured in conformity with the PMA and its approved design and data package.

In general, each initial PMA is an approval of a manufacturing or modification facility’s production quality control system.

After an STC is obtained, a manufacturer desiring to manufacture components to be used in the modification covered by the STC must apply to the FAA for a Parts Manufacturing Approval (“PMA”), which permits the holder to manufacture and sell components manufactured in conformity with the PMA and its approved design and data package.

In general, each initial PMA is an

approval of a manufacturing or modification facility’s production quality control system.

PMA supplements are obtained to authorize the manufacture of a particular part in accordance with the requirements of the pertinent PMA, including its production quality control system.

We routinely apply for and receive such PMAs and supplements.

Certain of our FCC licenses are conditioned upon our ability to obtain from the FAA a “No Hazard Determination”

for our cell sites, which indicates that a proposed structure will not, if built as specified, create a hazard to air navigation.

Certain of our FCC licenses are conditioned upon our ability to obtain from the FAA a “No Hazard Determination” for our cell sites, which indicates that a proposed structure will not, if built as specified, create a hazard to air navigation.

When building or altering certain cell sites, we may first be required to obtain such a determination.

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Foreign Aviation Regulation

According to the Convention on International Civil Aviation, the airworthiness of U.S.-registered and FAA type-certificated aircraft on which FAA-certified Gogo equipment is installed is recognized by civil aviation authorities (“CAAs”) worldwide that are signatories to that Convention.

As a result, Gogo does not expect to require further airworthiness certification formalities in countries outside of the United States for U.S.-registered aircraft that already have an STC issued by the FAA covering Gogo equipment.

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Bilateral agreements facilitate the reciprocal airworthiness certification of civil aeronautical products that are imported/exported between two signatory countries.

A Bilateral Airworthiness Agreement (“BAA”) or Bilateral Aviation Safety Agreement (“BASA”) with Implementation Procedures for Airworthiness provides for airworthiness technical cooperation between the FAA and its counterpart CAA.

Under a BAA or BASA, the CAA of the aircraft’s country of registration generally validates STCs issued by the FAA and then issues a Validation Supplemental Type Certificate.

For countries with which the FAA does not have a BAA or BASA, Gogo must apply for certification approval with the CAA of the country in which the aircraft is registered.

In order to obtain the necessary certification, Gogo will be required to comply with the airworthiness regulations of the country in which the aircraft is registered.

Failure to address all foreign airworthiness and aviation regulatory requirements at the commencement of each aircraft operator’s service in any country in which it registers aircraft when there are no applicable bilateral agreements may lead to significant additional costs related to certification and could impact the timing of our ability to provide our service on such aircraft.

Department of Transportation

Department of Transportation (“DOT”) established an Advisory Committee on Accessible Air Transportation to negotiate and develop a proposed rule concerning accommodations for passengers with disabilities in three basic areas, including in-flight entertainment (“IFE”) and closed captioning of IFE.

The Committee issued a resolution in late 2016 that included its recommendations to the DOT for a rule on IFE.

However, since a final rule on IFE has not yet been issued, it is unclear how, if at all, it may impact Gogo.

According to the Agency Rule List –

Spring 2022 posted by the Office of Information and Regulatory Affairs, Office of Management and Budget, the rulemaking about accessible IFE is a long-term action.

According to the Agency Rule List – Fall 2023 posted by the Office of Information and Regulatory Affairs, Office of Management and Budget, the rulemaking about accessible IFE is a long-term action.

Federal Communications Commission

Under the Communications Act of 1934, as amended (the “Communications Act”), the FCC licenses the spectrum that we use and regulates the construction, operation, acquisition and sale of our wireless services.

The Communications Act and FCC rules also require the FCC’s prior approval of the assignment or transfer of control of an FCC license, or the acquisition, directly or indirectly, of more than 25% of the equity or voting control of Gogo by non-U.S.

individuals or entities.

Our various services are regulated differently by the FCC.

For example, we provide some of our voice and data services (not including Gogo Biz or AVANCE) by reselling the telecommunications services of two satellite operators.

Because we provide these services on a common carrier basis, we are subject to the provisions of Title II of the Communications Act, which require, among other things, that the charges and practices of common carriers be just, reasonable and non-discriminatory.

In addition, we provide an interconnected voice over Internet protocol (“VoIP”) service.

The FCC applies many, but not all, of the same regulatory requirements to interconnected VoIP services as it does to common carrier telecommunications services.

We offer connectivity service in the United States to business aviation aircraft and, pursuant to the ATG Network Sharing Agreement, to certain commercial aircraft operated by Intelsat’s airline customers, through our own facilities, using our ATG License, a nationwide commercial air-ground radiotelephone license in the 800 MHz band.

For example, we provide some of our voice and data services (not including Gogo Biz or AVANCE) by reselling the services of two satellite operators.

Where we offer telecommunications services on a common carrier basis, we are subject to the provisions of Title II of the Communications Act, which require, among other things, that the charges and practices of common carriers be just, reasonable and non-discriminatory.

In addition, where we provide an interconnected voice over Internet protocol (“VoIP”) service, the FCC applies many, but not all, of the same regulatory requirements to interconnected VoIP services as it does to common carrier telecommunications services.

We offer connectivity service in the United States to business aviation aircraft and, pursuant to an ATG network sharing agreement with Intelsat, to certain commercial aircraft operated by Intelsat’s airline customers, through our own facilities, using our

ATG License, a nationwide commercial air-ground radiotelephone license in the 800 MHz band.

We obtained and paid for this spectrum through an auction conducted by the FCC.

See “ATG License Terms and Conditions.”

The FCC’s current rules classify broadband Internet access service as a lightly regulated, non-common carrier “information service,”

and remove virtually all of the previously imposed network neutrality restrictions on blocking access to lawful content, applications, services or non-harmful devices;

See “ATG License Terms and Conditions.”

The FCC’s current rules classify broadband Internet access service as a lightly regulated, non-common carrier “information service,” and remove virtually all of the previously imposed network neutrality restrictions on blocking access to lawful content, applications, services or non-harmful devices;

impairing or degrading lawful Internet traffic on the basis of content, applications, services or non-harmful devices;

favoring some lawful Internet traffic over other lawful traffic in exchange for consideration of any kind;

or prioritizing the content and services of broadband providers’

We remain subject to certain modified transparency obligations that require disclosure of network management practices, performance, and commercial terms.

To the extent the FCC

further restricts reasonable network management, or to the extent network neutrality proponents prevail on the adoption of further network neutrality restrictions, our business may be affected.

Our Internet access service is also subject to the FCC’s data roaming rules, which require commercial mobile data service (“CMDS”) providers like Gogo to negotiate roaming arrangements with any requesting facilities-based, technologically compatible providers of CMDS.

The rules allow us to take reasonable measures to safeguard the quality of our service against network congestion that may result from roaming traffic.

or prioritizing the content and services of broadband providers’ affiliates.

In 2023, the FCC adopted new regulations, including broadband labeling and digital discrimination rules, that will apply to broadband Internet service once these rules become effective.

In October 2023, the FCC also proposed classifying broadband Internet access service as a “telecommunications service” and reimposing network neutrality restrictions on providers of broadband Internet access service.

This proceeding remains pending.

To the extent the FCC further restricts reasonable network management, adopts its proposed network neutrality rules, or determines that any of our services qualify as broadband Internet access service, our business may be affected.

Our Internet connectivity service is also subject to the FCC’s data roaming rules, which require commercial mobile data service (“CMDS”) providers like Gogo to negotiate roaming arrangements with any requesting facilities-based, technologically compatible providers of CMDS.

The rules do not give other providers the right to install equipment on Gogo-equipped aircraft and do not require the Gogo service to be provided on a discounted basis, although the arrangement must be “commercially reasonable.” The rules allow us to take reasonable measures to safeguard the quality of our service against network congestion that may result from roaming traffic.

In addition, most of our services are subject to various rules that seek to ensure that the services are accessible to persons with disabilities, including requirements related to the pass-through of closed captioning for certain IP-delivered video content offered through our Gogo Vision.

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The FCC issued our ATG License on October 31, 2006, for a renewable 10-year term.

We have satisfied our obligation under the license to provide “substantial service”

to aircraft, and on January 25, 2017, we received confirmation from the FCC that the license has been renewed until October 31, 2026.

Our 1 MHz ATG license obtained in 2013 from LiveTV Airfone, LLC was also originally issued on October 31, 2006, for a renewable 10-year term, although there is no “substantial service”

obligation that attaches to this license.

Our application to renew our license was subsequently granted for an additional 10-year term.

We have satisfied our obligation under the license to provide “substantial service” to aircraft, and on January 25, 2017, we received confirmation from the FCC that the license has been renewed until October 31, 2026.

Our 1 MHz ATG license obtained in 2013 from LiveTV Airfone, LLC was also originally issued on October 31, 2006, for a renewable 10-year term, although there was no specific “substantial service” obligation attached to this license.

Our application to renew this license was subsequently granted for an additional 10-year term.

On August 3, 2017, the FCC released an order that, among other things, revised the wireless license renewal rules.

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Our two ATG licenses contain certain conditions that require us to comply with all applicable FCC and FAA rules as well as all bilateral agreements between the United States and Canada and the United States and Mexico regarding the frequencies that are allocated for ATG services.

These agreements apply to our use of the spectrum in areas adjacent to the United States’

northern and southern borders and in and out of Canadian and Mexican airspace.

These agreements apply to our use of the spectrum in areas adjacent to the United States’ northern and southern borders and in and out of Canadian and Mexican airspace.

A bilateral ATG spectrum coordination agreement between the U.S.

and Canada has been negotiated and approved and a bilateral agreement between the United States and Mexico is pending.

In 2012, Industry Canada issued to our Canadian subsidiary a subordinate license that allows us to use Canadian ATG spectrum of which SkySurf Communications Inc.

In 2012, Industry Canada issued to our Canadian subsidiary a subordinate license that allows us to use Canadian ATG spectrum for which SkySurf Communications Inc.

is the primary licensee, and in 2019 the primary license was renewed for an eight-year term expiring June 29, 2027.

In 2012, we entered into a license agreement with SkySurf (the “License Agreement”), which commenced on August 14, 2012 and was recently renewed for a second ten-year term expiring July 24, 2032.

Provided that the primary spectrum license agreement issued by Industry Canada (now Innovation, Science and Economic Development Canada or “ISED”) to SkySurf remains in effect on July 24, 2032, the License Agreement is renewable at our option for a further five-year term.

In 2012, we entered into a license agreement with SkySurf (the “License Agreement”), which commenced on August 14, 2012, and was recently renewed for a second ten-year term expiring July 24, 2032.

Provided that the primary spectrum license issued by Industry Canada (now Innovation, Science and Economic Development Canada or “ISED”) to SkySurf remains in effect as of July 24, 2032, the License Agreement is renewable at our option for a further five-year term.

The term of the License Agreement, including the second 10-year term and any renewals, is contingent on the effectiveness of the primary spectrum license.

Any future coordination agreement with Mexico and/or a Mexican ATG licensee could affect our ability to provide our broadband Internet service in the border areas using our current cell sites at current operating power levels and could affect our ability to establish or maintain ATG service in the border areas as aircraft fly into and out of Mexican airspace.

Any future coordination agreement with Mexico and/or a future Mexican ATG licensee could affect our ability to provide our broadband Internet service in the border areas using our current cell sites at current operating power levels and could affect our ability to establish or maintain ATG service in the border areas as aircraft fly into and out of Mexican airspace.

Equipment Certification

We may not lease, sell, market or distribute any radio transmission equipment used in the provision of our services unless such equipment is certified by the FCC as compliant with the FCC’s technical rules.

We may not operate, lease, sell, market or distribute any radio transmission equipment used in the provision of our services unless such equipment is compliant with the FCC’s equipment authorization and relevant technical rules.

All certifications required for equipment currently used in the provision of our services have been obtained.

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Our collection, protection, disclosure and use of such information are required in some circumstances to comply with our privacy policies, applicable law, and our contractual obligations to aviation partners and other third parties, as well as industry standards such as the Payment Card Industry Data Security Standard.

Notwithstanding that broadband Internet access is currently classified as a Title I information service, we must continue to comply with certain Communications Act and FCC privacy and data security rules for our services, including certain provisions applicable to customer proprietary network information (“CPNI”).

The FCC is currently considering additional CPNI and cybersecurity requirements, which may subject the Company to additional compliance obligations.

We must comply with certain Communications Act and FCC privacy and data security rules for our services, including certain provisions applicable to customer proprietary network information (“CPNI”).

In December 2023, the FCC adopted additional CPNI and cybersecurity rules requiring disclosures of applicable data breaches to the FCC, federal law enforcement, and customers, which may affect our business.

We are also subject to other federal and state consumer privacy and data security requirements.

For example, Section 5 of the Federal Trade Commission (“FTC”) Act prohibits “unfair or deceptive acts or practices in or affecting commerce.”

Although the FTC’s authority to regulate the non-common carrier services offered by communications common carriers has not been fully delineated, the FTC may have jurisdiction over some or all of our services.

For example, Section 5 of the Federal Trade Commission (“FTC”) Act prohibits “unfair or deceptive acts or practices in or affecting commerce.” The FTC has been found to have authority to regulate the non-common carrier services offered by communications common carriers, meaning that the FTC may have jurisdiction over some of our services.

The FTC has brought enforcement actions under the FTC Act against companies that among other things:

(1) collect, use, share or retain personal information in a way that is inconsistent with the representations, commitments, and promises that they make in their privacy policies and other public statements;

(2) have privacy policies that do not adequately inform consumers about the company’s actual practices;

and (3) fail to reasonably protect the security, privacy and confidentiality of nonpublic consumer information.

We may also be subject to state laws pertaining to privacy and data security, such as the “mini-FTC Acts,”

which prohibit unfair or deceptive acts or practices, along with data security breach notification laws requiring entities holding certain personal data to provide notices in the event of a breach of the security of that data.

We may also be subject to state laws pertaining to privacy and data security, such as the “mini-FTC Acts,” which prohibit unfair or deceptive acts or practices, along with data security breach notification laws requiring entities holding certain personal data to provide notices in the event of a breach of the security of that data.

A few states have also imposed specific data security obligations.

These state mini-FTC Acts, data security breach notification laws, and data security obligations may not extend to all of our services and their applicability may be limited by various factors, such as whether an affected party is a resident of a particular state.

Certain states have also enacted specific privacy laws to which we may be subject.

For example, the California Consumer Privacy Act (“CCPA”) took effect January 1, 2020 and provides broad new privacy rights for California consumers, including, among others, the right to obtain copies of their personal information collected in the past 12 months, the ability to opt out from the sale of personal information and the right to demand deletion of personal information.

Certain states have also enacted specific comprehensive privacy laws to which we may be subject.

For example, the California Consumer Privacy Act (“CCPA”) took effect January 1, 2020, and provides broad privacy rights for California consumers, including, among others, the right to obtain copies of their personal information collected in the past 12 months, the ability to opt out from the sale of personal information and the right to demand the deletion of personal information.

The CCPA also imposes compliance requirements on companies that do business in California and collect personal information from consumers, including, among others, notice, consent and service provider requirements.

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The California Office of the Attorney General has published final regulations to implement portions of the CCPA.

In addition, in November 2020 California voters passed the California Privacy Rights Act (“CPRA”) ballot initiative, which introduced significant amendments to the CCPA.

The CPRA went into effect on January 1, 2023, and new regulations are expected to take effect in 2023.

In addition, in November 2020 California voters passed the California Privacy Rights Act (“CPRA”) ballot initiative, which introduced significant amendments to the CCPA.

The CPRA went into effect on January 1, 2023, and new regulations are expected to take effect over the course of 2024.

Other states have enacted privacy laws:

the Virginia Consumer Data Protection Act (“VCDPA”) went into effect on January 1, 2023, the Colorado Privacy Act and the Connecticut Data Privacy Act will take effect on July 1, 2023 and the Utah Consumer Privacy Act will take effect on December 31, 2023.

the Virginia Consumer Data Protection Act (“VCDPA”) went into effect on January 1, 2023;

the Colorado Privacy Act and the Connecticut Data Privacy Act took effect on July 1, 2023;

the Utah Consumer Privacy Act took effect on December 31, 2023;

the Oregon Consumer Privacy Act and the Texas Data Privacy and Security Act will take effect July 1, 2024;

the Montana Consumer Data Privacy Act will take effect October 1, 2024;

the Delaware Personal Data Privacy Act and the Iowa Consumer Data Protection Act will take effect on January 1, 2025;

the Tennessee Information Protection Act and the New Jersey Data Privacy Law will take effect July 1, 2025;

and the Indiana Consumer Data Protection Act will take effect January 1, 2026.

These laws provide broad new privacy rights for consumers in these states, including the right to opt out of targeted advertising and certain profiling activities.

Regulations relating to the Colorado Privacy Act are expected to be finalized in the course of 2023.

Depending on these developments, the measures we are required to take to comply with these laws may be significant.

Congress and other state legislatures have also been considering additional legislation relating to privacy and data breaches.

Congress and other state legislatures have also been considering additional legislation relating to privacy, artificial intelligence and data breaches.

Should any additional laws be enacted, they could affect our business.

To the extent we collect personal information of residents of other countries, we may be subject to the data protection regulations of the relevant countries.

On May 25, 2018, the General Data Protection Regulation (“GDPR”) of the European Union (“EU”) took effect, and it has imposed more restrictive privacy-related requirements for entities outside the EU that process personal information about European data subjects.

EU member states also have some flexibility to supplement the GDPR with their own laws and regulations and may apply stricter requirements for certain data processing activities.

Additionally, in Canada, the Personal Information Protection and Electronic Documents Act of 2000 (“PIPEDA”) and substantially similar provincial laws may impose data privacy and security obligations on the processing of personal data.

The regulation of data privacy and security in other jurisdictions continues to evolve.

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Certain mechanisms apply under Swiss, United Kingdom and EU member state laws that permit the cross-border transfer of personal information to countries that are not deemed adequate, such as the United States.

Additionally, on July 16, 2020, the European Court of Justice (the highest EU court) ruled the EU-US privacy shield to be an invalid data transfer mechanism, confirmed that the Model Standard Contractual Clauses (“SCCs”) remain valid, and left unaddressed some issues regarding supplementary measures that may need to be taken to support transfers.

On September 27, 2021, new versions of the SCC went into effect.

On September 27, 2021, new versions of the SCCs went into effect.

EU data protection authorities are developing their perspectives on the supplementary measures that may be needed when relying on the SCCs.

Depending on the supplementary measures that may need to be taken to support transfers and implement the SCC, our ability to lawfully transfer personally identifiable information out of relevant jurisdictions to the United States or other jurisdictions may be impacted.

Other countries, such as Australia, Brazil, China, India and Russia have also implemented, amended or been considering legislation regarding data protection, data security, breach notification and data transfers/localization.

China, in particular, has adopted new requirements for data transfers outside of China.

Such laws may affect our business and, should any additional laws be enacted in countries in which we do business, those laws may also affect our business.

Truth in Billing and Consumer Protection

The FCC’s Truth in Billing rules require full and fair disclosure of all charges on customer bills for telecommunications services, except for broadband Internet access services.

Thus, these rules apply to our satellite-based services.

This disclosure must include brief, clear and non-misleading plain language descriptions of the services provided.

States also have the right to regulate wireless carriers’

States also have the right to regulate wireless carriers’ billing;

however, we are not currently aware of any states that impose billing requirements on ATG services.

The FCC has determined that facilities-based broadband Internet access providers, which include Gogo, are subject to the Communications Assistance for Law Enforcement Act, or CALEA, which requires covered service providers to build certain law enforcement surveillance assistance capabilities into their communications networks and to maintain CALEA-related system security policies and procedures.

We have implemented such policies and procedures and, based upon our periodic self-assessments, we believe that our network is compliant with CALEA.

FCC Secure and Trusted Communications Networks Reimbursement Program (the “FCC Reimbursement Program”) 

On July 15, 2022, the Company was notified that it was approved for participation in the FCC Reimbursement Program, designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of covered communications equipment or services, that have been deemed to pose a national security risk, from their networks.

Pursuant to the FCC Reimbursement Program, the FCC approved up to approximately $333 million in reimbursements to the Company to cover documented and approved costs to (i) remove and securely destroy all ZTE communications equipment and services in the Company’s terrestrial U.S.

networks and replace such equipment and (ii) remove and replace certain equipment installed on aircraft operated by the Company’s ATG customers that is not compatible with the terrestrial equipment that will replace ZTE equipment.

The Communications Assistance for Law Enforcement Act, (“CALEA”), requires covered service providers to build certain law enforcement surveillance assistance capabilities into their communications networks or equipment and to maintain CALEA-related system security policies and procedures.

Where applicable, we have implemented such policies and procedures and, based upon our periodic self-assessments, we believe that our network is compliant with CALEA.

FCC Reimbursement Program

In July 2022, the Company was notified that it was approved for participation in the FCC Reimbursement Program, designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of covered communications equipment or services, that have been deemed to pose a national security risk, from their networks.

Pursuant to the FCC Reimbursement Program, the FCC approved up to approximately $334 million in reimbursements to the Company to cover documented and approved costs to (i) remove and securely destroy all ZTE communications equipment and services in the Company’s terrestrial U.S.

Due to a shortfall in the amount appropriated by Congress to fund the FCC Reimbursement Program, approximately $132 million of the approved amount is currently allocated to the Company under the program.

If Congress appropriates additional funds for this purpose, the allocations of the Company and other approved applicants will be increased pro rata .

Program participants are subject to a number of conditions and requirements under the FCC’s rules including a requirement that they submit their first reimbursement request by July 14, 2023 and certify that they have developed a plan to permanently remove, replace and dispose of covered equipment or services within one year following the first reimbursement request.

Program participants are subject to a number of conditions and requirements under the FCC’s rules.

The Company complied with the requirement to submit a reimbursement request prior to July 15, 2023 and received its first disbursement of funds on July 21, 2023, starting a one-year deadline to complete the removal, replacement and disposal of covered equipment, by July 21, 2024.

The rules permit participants to petition the FCC for one or more six-month extensions of the completion deadline.

The Company has not yet determined whether it will participate in the FCC Reimbursement Program.

Due to a number of factors, including supply chain disruptions, the current insufficiency of FCC funding and the operational and logistical complexity of replacing airborne equipment, the Company does not expect to complete the project by the July 21, 2024 deadline, and intends to seek multiple extensions.

As of December 31, 2023, the Company has filed a total of $1.7 million in claims and received $1.7 million in reimbursements.

Intellectual Property

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As of February 23, 2024, we held U.S.

patents expiring on dates ranging from June 2023 to January 2041 and foreign patents expiring on dates ranging from November 2024 to August 2039.

patents expiring on dates ranging from June 2025 to February 2043 and foreign patents expiring on dates ranging from November 2024 to October 2040.

We do not believe that our business is dependent to any material extent on any single patent or group of patents that we own.

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We rely on both trademark registrations and common law protection for trademarks.

Our registered trademarks in the United States and certain other countries include, among others, “Gogo,”

“Gogo Biz”

and “Gogo Vision,”

although we have not yet obtained registrations for our most important marks in all markets in which we currently do business or intend to do business in the future.

Our registered trademarks in the United States and certain other countries include, among others, “Gogo,” “Gogo 5G,” “Gogo Galileo,” “Gogo Biz” and “Gogo Vision,” although we have not yet obtained registrations for our most important marks in all markets in which we currently do business or intend to do business in the future.

Generally, the protection afforded for trademarks is perpetual, if they are renewed on a timely basis, if registered, and continue to be used properly as trademarks.

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Among the most material of our technology-related agreements are those for modems, base stations and antennas.

Our agreements for modems, base stations and antennas do not renew automatically

and thus require periodic renegotiation.

Our agreements for modems, base stations and antennas do not renew automatically and thus require periodic renegotiation.

Such agreements, as well as certain licenses to commercially available software, are material to our business.

Under the terms of the Transaction, we retained ownership of the entire patent portfolio held by Gogo Inc.

and its affiliates, including patents developed and obtained in connection with our former commercial aviation business.

Under the terms of the sale of our commercial aviation (“CA”) business to Intelsat, we retained ownership of the entire patent portfolio held by Gogo Inc.

and its affiliates, including patents developed and obtained in connection with our former CA business.

We have granted Intelsat a worldwide, perpetual, non-exclusive license to our patent portfolio for use in the commercial aviation and satellite mobility businesses (each as defined in the license agreement).

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In addition to carefully calibrated salaries and bonuses, which are reviewed annually, our employees benefit from a generous benefit package, including employee stock purchase and 401(k) programs.

Additionally, in 2022 and 2021 all of our employees were eligible for equity awards through our annual equity program as a part of their compensation.

Additionally, in 2023 and 2022, all of our employees were eligible for equity awards through our annual equity program as part of their compensation.

We also grant additional equity awards on an annual basis to employees identified as high performers.

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New hires participate in an onboarding and orientation program, which is intended to build knowledge and understanding of our business.

We also invest in various professional development and leadership training initiatives and conduct quarterly forums relevant to our business that provide unique learning and networking opportunities across all business functions.

Our employees’

success is celebrated.

We also invest in various professional development and leadership training initiatives and conduct periodic forums relevant to our business that provide unique learning and networking opportunities across all business functions.

• Recognition:

Our employees’ success is celebrated.

Our recognition programs include service awards, peer-to-peer recognition awards (called Gogo Props), spot bonuses for significant contributions above and beyond daily work efforts and special equity awards for high performers nominated by their managers.

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• Diversity, Equity & Inclusion (DEI):

Gogo seeks to create an environment where each individual’s uniqueness is respected and which allows for a sense of inclusion and belonging.

We have formed a Diversity Council consisting of a diverse, cross-functional group of employees who provide input to our DEI initiatives.

Most recently, Gogo named an individual as Vice President, Diversity, Equity and Inclusion who dedicates time and effort toward evolving and driving our DEI strategy and associated initiatives.

We have established employee resource groups led by employees with diverse backgrounds, experiences or characteristics who share a common interest in professional development and improving corporate culture.

In addition to the Diversity Council, we have a Vice President, Diversity, Equity and Inclusion, who dedicates time and effort toward evolving and driving our DEI strategy and associated initiatives.

We have also established employee resource groups led by employees with diverse backgrounds, experiences or characteristics who share a common interest in professional development and improving corporate culture.

Other key initiatives include building awareness of unconscious bias and investing in and seeking to expand our engagement with diverse students at targeted colleges and universities.

We also publish an annual Diversity and Inclusion Report that includes a summary of our various DEI initiatives, together with data highlighting certain DEI metrics relative to our employee population.

A copy of the annual Diversity and Inclusion Report can be found on our website under the heading “Diversity”.

As of December 31, 2022, women and employees identifying with minority races comprised approximately 28.2% and 30.8%, respectively, of our workforce.

We have nine members on our Board of Directors of which one is Black and a

Of the five members on our Executive Leadership Team, two are women and another is Hispanic/Latinx.

While Gogo promotes inclusiveness for all, we are focusing our recruiting efforts on expanding the diversity in our candidate pipeline overall, specifically including a greater focus on hiring more women and individuals who are Black.

A copy of the annual Diversity and Inclusion Report can be found on our website under the heading “Diversity.” The contents of our Diversity and Inclusion Report are not intended to be incorporated by reference into this Annual Report on Form 10-K.

As of December 31, 2023, women and employees identifying with minority races made up approximately 28.2% and 31.7%, respectively, of our workforce.

Of the five members on our Executive Leadership Team, three are women and two are minorities.

Gogo promotes inclusiveness for all, and we value diversity in our recruiting efforts.

The efforts outlined above are supported by our dedicated human resources team and led by our Executive Vice President, Chief People Experience Officer, who is responsible for developing and executing our human capital strategy and regularly updates our Board of Directors and senior management on the operation and status of our human capital activities.

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Our websites are located at www.gogoair.com and www.business.gogoair.com, and our investor relations website is located at http://ir.gogoair.com.

Our Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on the investor relations website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We also provide a link to the section of the SEC's website at www.sec.gov that has all of our public filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, our Proxy Statements, and other ownership related filings.

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Investors and others can receive notifications of new information posted on our investor relations website in real-time by signing up for email alerts and RSS feeds.

The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Further corporate governance information, including our certificate of incorporation, bylaws, corporate governance guidelines, board committee charters, and code of business conduct, is also available on our investor relations website under the heading “Corporate Governance.” The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business