What changed in this filing

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Item 9A. Controls and Procedures

2024-05-29 compared with 2023-05-22 · 812 added, 625 removed, 1068 unchanged (57% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the requirements of the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2024.

Management’s Report on Internal Control Over Financial Reporting

The company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of the company’s management, including our Chief Executive Officer and Chief Financial Officer, the company conducted an evaluation of the effectiveness of its internal control over financial reporting based on criteria established in the framework in Internal Control —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, the company’s management concluded that its internal control over financial reporting was effective as of March 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of March 31, 2024.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The company’s independent registered public accounting firm has audited the effectiveness of the company’s internal control over financial reporting as of March 31, 2023, as stated in their report which appears on page F-1.

We completed the acquisition of Inmarsat on May 30, 2023.

SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessments of internal control over financial reporting and disclosure controls and procedures for a period not to exceed one year from the date of the acquisition.

Accordingly, we have excluded Inmarsat from our assessment of internal control over financial reporting as of March 31, 2024.

We have reported the operating results of Inmarsat in our consolidated statements of operations and cash flows from the acquisition date through March 31, 2024.

Inmarsat is a wholly-owned subsidiary whose total assets and total revenues represent approximately 54% of our total assets and approximately 34% of our total revenues, as of and for the year ended March 31, 2024.

The Company’s independent registered public accounting firm has audited the effectiveness of the company’s internal control over financial reporting as of March 31, 2024, as stated in their report which appears on page F-1.

Changes in Internal Control Over Financial Reporting

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OTHER INFORMATION

During the three months ended March 31, 2024, no director or officer, as defined in Rule 16a-1(f), adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE

The information required by this item is included in our definitive Proxy Statement to be filed with the SEC in connection with our 2023 Annual Meeting of Stockholders (the Proxy Statement) under the headings “Corporate Governance Principles and Board Matters,”

“Election of Directors”

and “Ownership of Securities,”

and is incorporated herein by reference.

The information required by this item relating to our executive officers is included under the caption “Executive Officers”

in Part I of this Form 10-K and is incorporated herein by reference into this section.

The information required by this item is included in our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders (the Proxy Statement) under the headings “Corporate Governance Principles and Board Matters,” “Election of Directors” and “Ownership of Securities,” and is incorporated herein by reference.

The information required by this item relating to our executive officers is included under the caption “Executive Officers” in Part I of this Form 10-K and is incorporated herein by reference into this section.

We have adopted a code of ethics applicable to all of our employees (including our principal executive officer, principal financial officer, principal accounting officer and controller).

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EXECUTI VE COMPENSATION

The information required by this item is included in the Proxy Statement under the heading “Executive Compensation”

and is incorporated herein by reference.

The information required by this item is included in the Proxy Statement under the heading “Executive Compensation” and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is included in the Proxy Statement under the headings “Ownership of Securities”

and “Executive Compensation —

Equity Compensation Plan Information,”

and is incorporated herein by reference.

The information required by this item is included in the Proxy Statement under the headings “Ownership of Securities” and “Executive Compensation — Equity Compensation Plan Information,” and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is included in the Proxy Statement under the headings “Corporate Governance Principles and Board Matters”

and “Certain Relationships and Related Transactions,”

and is incorporated herein by reference.

The information required by this item is included in the Proxy Statement under the headings “Corporate Governance Principles and Board Matters” and “Certain Relationships and Related Transactions,” and is incorporated herein by reference.

PRINCIPAL ACCOUN TING FEES AND SERVICES

The information required by this item is included in the Proxy Statement under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm”

and is incorporated herein by reference.

The information required by this item is included in the Proxy Statement under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

EXHIBITS, FINAN CIAL STATEMENT SCHEDULES

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Notes to the Consolidated Financial Statements

Schedule II —

Valuation and Qualifying Accounts for the three fiscal years ended March 31, 202 3

Schedule II — Valuation and Qualifying Accounts for the three fiscal years ended March 31, 2024

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

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Second Amended and Restated Certificate of Incorporation of ViaSat, Inc.

Second Amended and Restated Bylaws of ViaSat, Inc.

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Viasat, Inc.

Amended and Restated Bylaws of ViaSat, Inc.

Form of Common Stock Certificate (p)

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(attached as Exhibit A to the Indenture filed as Exhibit 4.4 hereto)

Indenture, dated as of September 28, 2023, between Viasat, Inc.

and Wilmington Trust, National Association, as trustee

Form of 7.500% Senior Notes due 2031 of Viasat, Inc.

(attached as Exhibit A to the Indenture filed as Exhibit 4.5 hereto)

Indenture, dated as of October 7, 2019, by and among Connect Finco SARL, Connect U.S.

Finco LLC and Wilmington Trust, National Association, as trustee

Third Supplemental Indenture, dated as of November 15, 2023, among Connect Finco SARL, Connect U.S.

FINCO LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee

Description of Registered Securities

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Form of Stock Option Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.

Form of Performance Stock Option Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.

Form of Restricted Stock Unit Award Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.—Global

Form of Restricted Stock Unit Award Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.—Independent Director

Form of Restricted Stock Unit Award Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.—Executive

Form of Stock Option Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.

— Independent Director

Form of Performance Stock Option Agreement for the Viasat Inc.

1996 Equity Participation Plan (Stock Price)

Form of Restricted Stock Unit Award Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.—Global

Form of Restricted Stock Unit Award Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.—Independent Director

Form of Restricted Stock Unit Award Agreement for the 1996 Equity Participation Plan of ViaSat, Inc.—Executive

Form of Change in Control Severance Agreement between ViaSat, Inc.

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2019 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement, by and between RigNet, Inc.

and Errol Olivier, effective as of January 8, 2020

Credit Agreement dated as of November 26, 2013, by and among ViaSat, Inc., Union Bank, N.A.

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(as administrative agent and collateral agent), and the other lenders party thereto

Credit Agreement dated as of March 12, 2015, by and among ViaSat Technologies Limited, ViaSat, Inc., JPMorgan Chase Bank, National Association (as Ex-Im facility agent) and the Export-Import Bank of the United States

Seventh Amendment to Credit Agreement, dated as of August 24, 2023, by and among Viasat, Inc., MUFG Bank, Ltd.

(as successor-in-interest to MUFG Union Bank, N.A.), as administrative agent and collateral agent, and the other lenders party thereto

Joinder Agreement, dated as of September 6, 2023, by and among Viasat, Inc.

as borrower, MUFG Bank, Ltd.

(as successor in interest to MUFG Union Bank, N.A.), as administrative agent and collateral agent, and the lender party thereto.

Credit Agreement dated as of March 12, 2015, by and among ViaSat Technologies Limited, ViaSat, Inc., JPMorgan Chase Bank, National Association

(as Ex-Im facility agent) and the Export-Import Bank of the United States

First Amendment to Credit Agreement, dated as of June 12, 2015, by and among ViaSat Technologies Limited, ViaSat, Inc., JPMorgan Chase Bank, National Association (as Ex-Im Facility Agent) and the Export-Import Bank of the United States

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Sixth Amendment to Credit Agreement, dated as of August 3, 2022, among Viasat Technologies Limited, Viasat, Inc., JP Morgan Chase Bank, National Association, and the Export-Import Bank of the United States

Seventh Amendment to Credit Agreement, dated as of April 14, 2023, among Viasat Technologies Limited, Viasat, Inc., JP Morgan Chase Bank, National Association, and the Export-Import Bank of the United States

Eighth Amendment to Credit Agreement, dated as of September 27, 2023, among Viasat Technologies Limited, Viasat, Inc., JP Morgan Chase Bank, National Association, and the Export-Import Bank of the United States

Credit Agreement, dated as of March 4, 2022, by and among Viasat, Inc., Bank of America, N.A.

(as administrative agent and collateral agent), and the other lenders party thereto

Amendment and Restatement Agreement, dated as of September 22, 2023, by and among Viasat, Inc., Bank of America, N.A.

(as administrative agent and collateral agent), and the other lenders party thereto

Credit Agreement, dated as of December 12, 2019, by and among Connect Midco Limited, Connect Bidco Limited, Connect Finco SARL, Connect U.S.

Finco LLC, Barclays Bank PLC (as administrative agent and collateral agent), and the other lenders party thereto

Amendment No.1 to Credit Agreement, dated as of January 25, 2021, by and among Connect Midco Limited, Connect Bidco Limited, Connect Finco SARL, Connect U.S.

Finco LLC, Barclays Bank PLC (as administrative agent and collateral agent), and the other lenders party thereto

Amendment No.

2 to Credit Agreement, dated as of December 17, 2021, by and among Connect Midco Limited, Connect Bidco Limited, Connect Finco SARL, Connect U.S.

Finco LLC, Barclays Bank PLC (as administrative agent and collateral agent), and the other lenders party thereto

Amendment No.

3 to Credit Agreement, dated as of December 2, 2022, by and among Connect Midco Limited, Connect Bidco Limited, Connect Finco SARL, Connect U.S.

Finco LLC, Barclays Bank PLC (as administrative agent and collateral agent), and the other lenders party thereto

Amendment No.

4 to Credit Agreement, dated as of March 28, 2024 by and among Connect Finco SARL, Connect U.S.

Finco LLC, the subsidiary loan parties party thereto, Barclays Bank PLC, as existing administrative agent and collateral agent, Bank of America, N.A., as successor administrative agent and collateral agent, and the lenders party thereto

Insider Trading Compliance Policies and Procedures

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Compensation Recovery Policy Adopted Under Section 10Q of the Exchange Act and the NASDAQ Listing Rules

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* Certain schedules to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2) or 601(a)(5) (as applicable).

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/s/ RICHARD BALDRIDGE

Vice Chairman

Richard Baldridge

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Robert Johnson

/s/ VARSHA RAO

/s/ JOHN STENBIT

/s/ ANDREW SUKAWATY

Andrew Sukawaty

/s/ RAJEEV SURI

/s/ THERESA WISE

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We have audited the accompanying consolidated balance sheets of Viasat, Inc.

and its subsidiaries (the “Company”) as of March 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), of equity, and of cash flows for each of the three years in the period ended March 31, 2023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of March 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended March 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting 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.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Connect Topco Limited (“Inmarsat”) from its assessment of internal control over financial reporting as of March 31, 2024, because it was acquired by the Company in a purchase business combination during fiscal year 2024.

We have also excluded Inmarsat from our audit of internal control over financial reporting.

Inmarsat is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 54% and 34%, respectively, of the related consolidated financial statement amounts as of and for the year ended March 31, 2024.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition –

Estimated Costs at Completion

As described in Note 1 to the consolidated financial statements, the vast majority of the Company’s revenues from long-term contracts to develop and deliver complex equipment built to customer specifications are derived from contracts with the U.S.

A portion of the Company’s total revenues of $2.6 billion for the year ended March 31, 2023 are from long-term contracts.

Performance obligations related to developing and delivering complex equipment built to customer specifications under long-term contracts are recognized over time as these performance obligations do not create assets with an alternative use to the Company and the Company has an enforceable right to payment for performance to date.

To measure the transfer of control, revenue is recognized based on the extent of progress towards completion of the performance obligation.

The Company generally uses the cost-to-cost measure of progress for its contracts because that best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts.

Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

Estimating the total costs at completion of a performance obligation requires management to make estimates related to items such as subcontractor performance, material costs and availability, labor costs and productivity, and the costs of overhead.

The principal considerations for our determination that performing procedures relating to revenue recognition –

estimated costs at completion is a critical audit matter are the significant judgment by management when developing the estimated costs at completion on individual fixed-price contracts, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the estimated costs at completion related to the assessment of management’s judgment as it relates to the subcontractor performance, material costs and availability, labor costs and productivity, and the costs of overhead.

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.

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.

Revenue Recognition – Satellite Services Segment

As described in Notes 1 and 16 to the consolidated financial statements, the satellite services segment revenue was $2,141.8 million for the fiscal year ended March 31, 2024, of which a majority relates to revenues from contracts with customers for services.

The Company’s satellite services segment revenues are primarily derived from the Company’s in-flight services, fixed broadband services, maritime services (including narrowband and safety of communication capabilities primarily acquired through the Inmarsat Acquisition), and energy services.

These contracts typically require advance or recurring monthly payments by the customer.

The Company’s obligation to provide connectivity services is satisfied over time as the customer simultaneously receives and consumes the benefits provided.

The measure of progress over time is based upon either a period of time (e.g., over the estimated contractual term) or usage (e.g., bandwidth used/bytes of data processed).

The principal consideration for our determination that performing procedures relating to revenue recognition within the satellite services segment is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

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 testing the effectiveness of controls relating to the revenue recognition process, including controls over the completeness and accuracy of estimated costs at completion.

The procedures also included, among others, (i) evaluating and testing management’s process for developing estimates of total estimated costs at completion for long-term contracts for a sample of contracts;

(ii) testing the completeness and accuracy of costs incurred to date and (iii) evaluating the reasonableness of significant estimates used by management related to subcontractor performance, material costs, labor costs, and overhead costs, and considering factors that could affect the accuracy of those estimates.

Evaluating the reasonableness of the significant assumptions used involved assessing management’s ability to reasonably estimate costs at completion by (i) testing samples of third-party quotes or bids for materials and subcontractor services;

(ii) assessing the reasonableness of estimates of total costs at completion in comparison to actual total costs incurred to date;

(iii) recalculating estimated labor and overhead, and (iv) evaluating the timely identification of circumstances that may warrant a modification to estimated costs to complete, including actual costs in excess of estimates.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of the satellite services revenue at the transaction price based upon either a period of time or usage.

These procedures also included, among others (i) developing an independent expectation of revenue using metrics, such as revenue by period, subscribers over time, active carriers, average revenue per carrier, and average revenue per user, and comparing the result to revenue recognized by management related to revenue from satellite services;

and (ii) testing the completeness and accuracy of the underlying data used by management in estimating the contract term by obtaining and inspecting customer additions, disconnects, and other customer activity and trends, where applicable.

Acquisition of Connect Topco Limited (“Inmarsat”) – Valuation of Customer Relationships, and Orbital Slots

As described in Notes 1 and 4 to the consolidated financial statements, on May 30, 2023, the Company completed the acquisition of Connect Topco Limited (“Inmarsat”) for net consideration of $2.7 billion.

Of the acquired intangible assets, $1.3 billion of customer relationships and $1.1 billion of orbital slots and spectrum assets were recorded, of which orbital slots comprise the majority of the balance.

Management 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.

Fair value is estimated by management using a multi-period excess earnings method for customer relationships and an avoided cost method for orbital slots and spectrum assets.

Management’s cash flow projections for the intangible assets acquired included

significant judgments and assumptions relating to revenue growth rates, customer attrition rates, discount rates, and contributory asset charges for customer relationships and hypothetical lease payments, discount rates, and contributory asset charges for orbital slots and spectrum assets.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships and orbital slots acquired in the acquisition of Inmarsat is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships and orbital slots acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, customer attrition rates, discount rates, and contributory asset charges for customer relationships and hypothetical lease payments, discount rates, and contributory asset charges for orbital slots;

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 testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships and orbital slots acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the customer relationships and orbital slots acquired;

(iii) evaluating the appropriateness of the multi-period excess earnings and avoided cost methods used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and avoided cost methods;

and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, customer attrition rates, discount rates, and contributory asset charges for customer relationships and hypothetical lease payments, discount rates, and contributory asset charges for orbital slots.

Evaluating management’s assumptions related to revenue growth rates for customer relationships involved considering (i) the current and past performance of the Inmarsat business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Evaluating management’s assumptions related to hypothetical lease payments for orbital slots involved considering (i) the consistency with external market and industry data;

and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and avoided cost methods and (ii) the reasonableness of the discount rate, customer attrition rates and contributory asset charges assumptions for customer relationships and the hypothetical lease payments, discount rates, and contributory asset charges assumptions for orbital slots.

/s/ PricewaterhouseCoopers LLP

San Diego, California

We have served as the Company’s auditor since 1992.

CONSOLIDATED BA LANCE SHEETS

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Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

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Other acquired intangible assets, net

Non-current assets of discontinued operations

LIABILITIES AND EQUITY

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Current portion of long-term debt

Current liabilities of discontinued operations

Total current liabilities

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Other liabilities

Non-current liabilities of discontinued operations

Total liabilities

Commitments and contingencies (Notes 14 and 15)

stockholders’

stockholders’ equity

Preferred stock, $ 0.0001 par value;

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Total Viasat, Inc.

stockholders’

stockholders’ equity

Noncontrolling interest in subsidiary

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Cost of service revenues

Selling, general and administrative

Selling, general and administrative (including satellite impairment and related charges, net — see Note 1 — The Company and a Summary of Its Significant Accounting Policies — Property, equipment and satellites)

Independent research and development

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Foreign currency translation adjustments, net of tax

Unrealized gain (loss) on hedging, net of tax

Other comprehensive income (loss), net of tax

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Stock-based compensation expense

Loss on disposition of fixed assets

Satellite impairment and disposition of fixed assets losses, net

Gain on disposition of business prior to costs to sell

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Cash flows from investing activities:

Purchase of property, equipment and satellites

Cash paid for patents, licenses and other assets

Proceeds from sale of business

Purchase of property, equipment and satellites, and other assets

Payments related to acquisition of businesses, net of cash acquired

Proceeds from insurance claims on satellites

Proceeds from sale of short-term investments

Payments to acquire short-term investments

Proceeds from sale of business

Net cash provided by (used in) investing activities

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Payments of debt issuance costs

Repurchase of shares by majority-owned subsidiary

Proceeds from issuance of common stock under equity plans

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related to tax withholdings for stock-based compensation

Proceeds from common stock issued in private placement, net

of issuance costs

Repurchase of shares by majority-owned subsidiary

Other financing activities

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Non-cash investing and financing activities:

Capital expenditures not paid for during the period

Issuance of common stock in connection with acquisition

Issuance of common stock in satisfaction of certain accrued

employee compensation liabilities

Issuance of common stock in connection with acquisition

Capital expenditures not paid for during the period

See accompanying notes to the consolidated financial statements.

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Balance at March 31, 2021

Exercise of stock options

Issuance of stock under

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Purchase Plan

Common stock issued in

private placement, net

of issuance costs

Stock-based compensation

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which have been retired

Shares issued in connection

with acquisition of business

Net income (loss)

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Balance at March 31, 2022

Exercise of stock options

Issuance of stock under

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which have been retired

Shares issued in connection

with acquisition of business

Other noncontrolling interest activity

Net income (loss)

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Balance at March 31, 2023

Issuance of stock under

Employee Stock

Purchase Plan

Exercise of stock options

Issuance of stock under Employee Stock Purchase

Stock-based compensation

Shares issued in settlement

of certain accrued

employee compensation

RSU awards vesting, net of

shares withheld for taxes

Shares issued in settlement of certain accrued

employee compensation liabilities

RSU awards vesting, net of shares withheld for taxes

which have been retired

Shares issued in connection with acquisition of business, net of issuance costs

Other noncontrolling interest activity

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NOTES TO THE CONSOLIDATE D FINANCIAL STATEMENTS

Note 1 —

The Company and a Summary of Its Significant Accounting Policies

(also referred to hereafter as the “Company”

or “Viasat”) is an innovator in communications technologies and services, including high-speed and cost-effective broadband and advanced communications products and services.

Note 1 — The Company and a Summary of Its Significant Accounting Policies

(also referred to hereafter as the “Company” or “Viasat”) is an innovative, global provider of communications technologies and services focused on making connectivity accessible, available and secure for current and future customers worldwide.

Principles of consolidation

The Company’s consolidated financial statements include the assets, liabilities and results of operations of Viasat, its wholly owned subsidiaries and its majority-owned subsidiary, TrellisWare Technologies, Inc.

(TrellisWare).

During the first quarter of fiscal year 2022, the Company completed the acquisitions of the remaining 51 % interest in Euro Broadband Infrastructure Sàrl (EBI) and RigNet, Inc.

(RigNet) (see Note 5 —

Acquisitions for more information).

The acquisitions were accounted for as purchases and accordingly, the consolidated financial statements include the operating results of EBI and RigNet from the dates of acquisition.

During the first quarter of fiscal year 2024, the Company completed the acquisition of Connect Topco Limited, a private company limited by shares and incorporated in Guernsey (Inmarsat Holdings and, together with its subsidiaries, Inmarsat), while during the first quarter of fiscal year 2022, the Company completed the acquisitions of the remaining 51 % interest in Euro Broadband Infrastructure Sàrl (EBI) and RigNet, Inc.

(RigNet) (see Note 4 — Acquisitions for more information).

The acquisitions were accounted for as purchases and accordingly, the consolidated financial statements include the operating results of Inmarsat, EBI and RigNet from the dates of acquisition.

All significant intercompany amounts have been eliminated.

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Discontinued Operations

On October 1, 2022, the Company entered into an Asset Purchase Agreement to sell certain assets and assign certain liabilities comprising the Company’s Link-16 Tactical Data Links business (the Link-16 TDL Business), part of the Company’s government systems segment, to L3Harris Technologies, Inc.

(L3Harris) in exchange for approximately $ 1.96 billion in cash, subject to adjustments (the Link-16 TDL Sale) .

(L3Harris) in exchange for approximately $ 1.96 billion in cash, subject to certain adjustments (the Link-16 TDL Sale) .

In accordance with the authoritative guidance for discontinued operations (Accounting Standards Codification (ASC) 205-20), the Company determined that the Link-16 TDL Business met held-for sale and discontinued operations accounting criteria at the end of the second quarter of fiscal year 2023.

Accordingly, the Company classified the results of the Link-16 TDL Business as discontinued operations in its consolidated statements of operations for all periods presented.

Additionally, the related assets and liabilities associated with the Link-16 TDL Business were classified as held for sale and discontinued operations in the consolidated balance sheet as of March 31, 2022.

Accordingly, the Company classified the results of the Link-16 TDL Business as discontinued operations in its consolidated statements of operations for the fiscal years ended March 31, 2023 and 2022.

On January 3, 2023, the Company completed the Link-16 TDL Sale.

See Note 4 —

Discontinued Operations for additional information.

See Note 5 — Discontinued Operations for additional information.

Management estimates and assumptions

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Estimates have been prepared on the basis of the most current and best available information and actual results could differ from those estimates.

Significant estimates made by management include revenue recognition, stock-based compensation, allowance for doubtful accounts, valuation of goodwill and other intangible assets, patents, orbital slots and other licenses, software development, property, equipment and satellites, long-lived assets, contingencies and income taxes including the valuation allowance on deferred tax assets.

Significant estimates made by management include revenue recognition, stock-based compensation, allowance for doubtful accounts, valuation of goodwill and other intangible assets, patents, orbital slots and other licenses, software development, property, equipment and satellites, long-lived assets, derivatives, contingencies and income taxes including the valuation allowance on deferred tax assets.

Cash equivalents

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Restricted cash relates to deposits required by certain counterparties as collateral pursuant to outstanding letters of credit.

Restricted cash as of March 31, 2023 was $ 30.5 million.

Restricted cash as of March 31, 2024 and March 31, 2023 was zero and $ 30.5 million, respectively.

In accordance with the authoritative guidance for the statement of cash flows (ASU 230), the following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that total to the amounts shown in the consolidated statements of cash flows.

March 31, 2024

March 31, 2023

(In thousands)

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The Company records any unconditional rights to consideration as receivables at net realizable value including an allowance for estimated uncollectible accounts.

The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts.

The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts.

Amounts determined to be uncollectible are charged or written off against the reserve.

Historically, the Company’s allowance for doubtful accounts has been minimal primarily because a significant portion of its sales has been to the U.S.

Government or with respect to its satellite services commercial business, the Company bills and collects in advance.

Concentration of risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents and accounts receivable which are generally not collateralized.

The Company limits its exposure to credit loss by placing its cash equivalents with high credit quality financial institutions and investing in high quality short-term debt instruments.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, derivative financial instruments and accounts receivable which are generally not collateralized.

The Company limits its exposure to credit loss by placing its cash equivalents and derivative financial instruments with high credit quality financial institutions and investing in high quality short-term debt instruments.

The Company establishes customer credit policies related to its accounts receivable based on historical collection experiences within the various markets in which the Company operates, historical past due amounts and any specific information that the Company becomes aware of such as bankruptcy or liquidity issues of customers.

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Government as of March 31, 2024 and 2023 were approximately 13 % and 21 %, respectively, of total billed receivables.

In addition, none of the Company’s commercial customers comprised 10% or more of total revenues for fiscal years 2023, 2022 and 2021.

The Company's five largest contracts generated approximately 17 % , 17 % and 13 % of the Company’s total revenues for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.

In addition, none of the Company’s commercial customers comprised 10% or more of total revenues for fiscal years 2024, 2023 and 2022.

The Company's five largest contracts generated approximately 16 % , 17 % and 17 % of the Company’s total revenues for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

The Company relies on a limited number of contract manufacturers to produce its products.

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The Company also constructs earth stations, network operations systems and other assets to support its satellites, and those construction costs, including interest, are capitalized as incurred.

At the time satellites are placed in commercial service, the Company estimates the useful life of its satellites for depreciation purposes based upon an analysis of each satellite’s performance against the original manufacturer’s orbital design life, estimated fuel levels and related consumption rates, as well as historical satellite operating trends.

The Company periodically reviews the remaining estimated useful life of its satellites to determine if revisions to estimated useful lives are necessary.

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Costs related to internally developed software for internal uses are capitalized after the preliminary project stage is complete and are amortized over the estimated useful lives of the assets, which are approximately three to seven years .

Capitalized costs for internal-use software are included in property, equipment and satellites, net in the Company’s consolidated balance sheets.

Interest expense is capitalized on the carrying value of assets under construction, in accordance with the authoritative guidance for the capitalization of interest (ASC 835-20).

With respect to the construction of satellites, gateway and networking equipment and other assets under construction, the Company capitalized $ 227.5 million, $ 159.7 million and $ 102.1 million of interest expense for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

The Company owns four satellites in commercial service —

three over North America (ViaSat-2, ViaSat-1 and WildBlue-1) and the KA-SAT satellite over Europe, Middle East, and Africa (EMEA).

In addition, the Company has lifetime leases of Ka-band capacity on two satellites.

The Company successfully launched the first of its third-generation ViaSat-3 class satellites, ViaSat-3 Americas, into orbit on April 30, 2023 (which satellite is currently being prepared for commercial service) and is planning to launch two additional third-generation ViaSat-3 class satellites currently under construction to complete its global constellation.

The Company's complementary fleet of 20 in service or operational satellites spans the Ka-, L- and S- bands, with ten high-bandwidth Ka-band satellites, eight high-availability L-band satellites (three of which are contingency L-band satellites that are operational but not currently in service), an S-band satellite that supports the European Aviation Network (EAN) to provide IFC services to commercial airlines in Europe, and an I-6 class hybrid Ka-/L-band satellite (the I-6 F1 satellite).

In addition, the ViaSat-3 F1 satellite has nearly completed in-orbit testing, and is expected to be integrated into the Company's existing satellite fleet initially covering the Americas.

Furthermore, the Company has ten additional geostationary (GEO) and highly-elliptical earth orbit (HEO) satellites under development:

two additional high-capacity Ka-band GEO satellites (ViaSat-3 F2 and ViaSat-3 F3), three additional adaptive Ka-band GEO satellites:

(Inmarsat GX 7, GX 8 and GX 9), two Ka-band HEO satellite payloads intended to provide polar coverage (Inmarsat GX 10a and GX 10b) and three Inmarsat-8 L-band GEO safety service satellites.

In addition to the Company's satellite fleet, the Company has purchased capacity on and has access to additional regional partner satellites.

In addition, the Company owns related earth stations and networking equipment for all of its satellites.

The Company procures indoor and outdoor CPE units leased to subscribers under a retail leasing program as part of the Company’s satellite services segment, which are reflected in investing activities and property, equipment and satellites, net in the accompanying consolidated financial statements.

The Company procures CPE units leased to customers in order to connect to the Company's satellite network as part of the Company’s satellite services segment, which are reflected in investing activities and property, equipment and satellites, net in the accompanying consolidated financial statements.

The Company depreciates the satellites, earth stations and networking equipment, CPE units and related installation costs over their estimated useful lives.

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The total cost and accumulated depreciation of CPE units included in property, equipment and satellites, net, as of March 31, 2023 were $ 395.4 million and $ 213.6 million, respectively.

The Company launched the first of its third-generation ViaSat-3 class satellites, ViaSat-3 F1, into orbit on April 30, 2023.

On July 12, 2023, the Company reported a reflector deployment issue that materially impacted the performance of the ViaSat-3 F1 satellite.

The Company and the reflector provider conducted a rigorous review of the development and deployment of the affected reflector to determine its impact and potential remedial measures.

In connection with the root cause analysis, the Company determined that while the satellite payload is functional, the Company will recover less than 10 % of the planned throughput on the ViaSat-3 F1 satellite.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

On August 24, 2023, the Company reported that the I-6 F2 satellite, which was launched on February 18, 2023, suffered a power subsystem anomaly during its orbit raising phase.

The Company and Airbus, the satellite's manufacturer, performed a root cause analysis of the anomaly and concluded the satellite would not operate as intended.

The Company determined that the full carrying value of the I-6 F2 satellite is not recoverable.

The I-6 F2 anomaly does not impact ongoing customer services.

The I-6 F1 satellite, which was launched in December 2021, is operational and continues to perform as expected.

As a result of the anomalies that occurred with respect to the ViaSat-3 F1 and I-6 F2 satellites, as well as the impact of integration efforts related to the Inmarsat Acquisition, the Company undertook extensive analysis of its existing integrated satellite fleet and ongoing satellites under construction projects, taking into account its anticipated future capacity needs, projected capital investment profile and access to third party satellites under existing bandwidth arrangements.

Based on the impairment analysis performed during the second quarter of fiscal year 2024, as a result of the anomalies experienced in the two satellites and integration impact related to the Inmarsat Acquisition, the Company recorded a reduction to the carrying value of satellites under construction (including capitalized interest) and certain related assets of approximately $ 1.67 billion during the fiscal year ended March 31, 2024 (based on the Company's originally estimated ViaSat-3 F1 satellite output capabilities compared to the anticipated potential and configured capacity of the ViaSat-3 F1 satellite, the full value of the I-6 F2 satellite and the ViaSat-4 satellite program, each a separate asset group), which was partially offset by insurance claim receivables of approximately $ 770.0 million recorded in the third quarter of fiscal year 2024.

As a result, the Company recorded a net loss of approximately $ 905.5 million during the fiscal year ended March 31, 2024, including liabilities associated with the termination of certain subcontractor agreements, in selling, general and administrative expenses in its satellite services segment in the consolidated statements of operations and comprehensive income (loss).

During the fourth quarter of fiscal year 2024, the Company received approximately $ 508.6 million in insurance recovery proceeds related to such claims, and subsequent to the fiscal year ended March 31, 2024 , nearly $ 75 million in additional insurance recovery proceeds were received.

Occasionally, the Company may enter into finance lease arrangements for various machinery, equipment, computer-related equipment, software, furniture, fixtures, or satellites.

The Company records amortization of assets leased under finance lease arrangements within depreciation expense (see Note 1 —

The Company and a Summary of Its Significant Accounting Policies –

Leases and Note 7 —

Leases for more information).

The Company records amortization of assets leased under finance lease arrangements within depreciation expense (see Note 1 — The Company and a Summary of Its Significant Accounting Policies — Leases and Note 7 — Leases for more information).

Cloud computing arrangements

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The capitalized costs are included in other current assets within the prepaid expenses and other current assets caption, and other assets (long-term) on the Company's consolidated balance sheets.

The Company has entered into several cloud computing arrangements that are hosted services contracts mainly as part of projects related to the continuous transformation of technology, integration and implementation of an ERP system.

As of March 31, 2024 and 2023 , gross capitalized implementation costs incurred in cloud computing arrangements was $ 63.6 million and $ 38.0 million, respectively.

As of March 31, 2024 and 2023 , the related accumulated amortization was $ 9.5 million and $ 5.3 million, respectively.

During the fiscal year ended March 31, 2024 the Company recognized amortization of capitalized implementation costs of $ 4.2 million, and an insignificant amount during the fiscal years ending March 31, 2023 and 2022 .

Lessee accounting

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A lease is classified as a finance lease when one or more of the following criteria are met:

(1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset, (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset or (5) the asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

alternative use to the lessor at the end of the lease term.

A lease is classified as an operating lease if it does not meet any of these criteria.

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All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets.

The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying leases.

Lease payments included in the measurement of lease liabilities consist of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement.

Certain of the Company’s real estate lease agreements require variable lease payments that do not depend on an underlying index or rate established at lease commencement.

Such payments and changes in payments based on a rate or index are recognized in operating expenses when incurred.

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Lessor accounting

For broadband equipment leased to fixed broadband customers in conjunction with the delivery of connectivity services, the Company has made an accounting policy election not to separate the broadband equipment from the related connectivity services.

For broadband equipment leased to customers in conjunction with the delivery of connectivity services, the Company has made an accounting policy election not to separate the broadband equipment from the related connectivity services.

The connectivity services are the predominant component of these arrangements.

3 unchanged sentences

Lease income associated with these leases is not material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Business combinations

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The purchase price for business combinations is allocated to the estimated fair values of acquired tangible and intangible assets, and assumed liabilities, where applicable.

The Company recognizes technology, contracts and customer relationships, satellite co-location rights, trade names and other as identifiable intangible assets, which are recorded at fair value as of the transaction date.

The Company recognizes technology, contracts and customer relationships, orbital slots and spectrum assets, trade names and other as identifiable intangible assets, which are recorded at fair value as of the transaction date.

Goodwill is recorded when consideration transferred exceeds the fair value of identifiable assets and liabilities.

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In addition, all goodwill must be assigned to reporting units for purposes of impairment testing.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Patents, orbital slots and other licenses

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Amortization of intangible assets that have finite lives is provided for by the straight-line method over the shorter of the legal or estimated economic life.

Total capitalized costs of $ 3.7 million and $ 3.5 million related to patents were included in other assets as of March 31, 2023 and 2022, respectively.

The Company capitalized costs of $ 77.0 million and $ 64.1 million related to acquiring and obtaining orbital slots and other licenses included in other assets as of March 31, 2023 and 2022 , respectively.

Total capitalized costs related to patents of $ 3.9 million and $ 3.7 million were included in other assets as of March 31, 2024 and 2023 , respectively.

The Company capitalized costs of $ 117.0 million (including amounts acquired through the Inmarsat Acquisition) and $ 77.0 million related to acquiring and obtaining orbital slots and other licenses included in other assets as of March 31, 2024 and 2023 , respectively.

Accumulated amortization related to these assets was $ 8.4 million and $ 6.8 million as of March 31, 2024 and 2023, respectively.

Amortization expense related to these assets was $ 1.5 million and $ 1.1 million for the fiscal years ended March 31, 2023 and 2022, respectively, and an insignificant amount for the fiscal year ended March 31, 2021.

Amortization expense related to these assets was an insignificant amount for each of the fiscal years ended March 31, 2024, 2023, and 2022.

If a patent, orbital slot or other license is rejected, abandoned or otherwise invalidated, the unamortized cost is expensed in that period.

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Debt issuance costs are amortized and recognized as interest expense using the effective interest rate method, or, when the results are not materially different, on a straight-line basis over the expected term of the related debt.

No , $ 7.8 million and $ 5.1 million of debt issuance costs were capitalized during fiscal years 2023, 2022 and 2021 , respectively.

The Company capitalized $ 53.9 million, zero and $ 7.8 million of debt issuance costs during fiscal years 2024, 2023 and 2022 , respectively.

Unamortized debt issuance costs related to extinguished debt are expensed at the time the debt is extinguished and recorded in loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss).

Debt issuance costs related to the Company's revolving credit facility (the Revolving Credit Facility) are recorded in other long-term assets in the consolidated balance sheets in accordance with the authoritative guidance for imputation of interest (ASC 835-30).

Debt issuance costs related to the Company’s $ 700.0 million senior secured term loan facility (the Term Loan Facility), 5.625% Senior Notes due 2025 (the 2025 Notes), the Company’s 5.625% Senior Secured Notes due 2027 (the 2027 Notes), the Company’s 6.500% Senior Notes due 2028 (the 2028 Notes and, together with the 2025 Notes and the 2027 Notes, the Notes) and the Ex-Im Credit Facility are recorded as a direct deduction from the carrying amount of the related debt, consistent with debt discounts, in accordance with the authoritative guidance for imputation of interest (ASC 835-30).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

If the terms of a financing obligation are amended and accounted for as a debt modification by the Company, fees incurred directly with the lending institution are capitalized and amortized over the remaining contractual term using the effective interest method.

Fees incurred with other parties are expensed as incurred.

Debt issuance costs related to the Company's revolving credit facilities (collectively, the Revolving Credit Facilities) are recorded in other long-term assets in the consolidated balance sheets in accordance with the authoritative guidance for imputation of interest (ASC 835-30).

Debt issuance costs related to the Company’s senior secured and senior unsecured notes (collectively, the Notes) and senior secured term loan credit facilities (together with the Revolving Credit Facilities, the Credit Facilities) are recorded as a direct deduction from the carrying amount of the related debt, consistent with debt discounts, in accordance with the authoritative guidance for imputation of interest (ASC 835-30).

Software development

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Once the product is available for general release, the software development costs are amortized based on the ratio of current to future revenue for each product with an annual minimum equal to straight-line amortization over the remaining estimated economic life of the product, generally within five years .

Capitalized costs, net, of $ 222.2 million and $ 217.2 million related to software developed for resale were included in other assets as of March 31, 2023 and 2022 , respectively.

The Company capitalized $ 59.4 million and $ 42.7 million of costs related to software developed for resale for the fiscal years ended March 31, 2023 and 2022 , respectively.

As of March 31, 2024 and 2023 , the Company has $ 723.9 million and $ 646.2 million, respectively, of capitalized costs related to software developed for resale.

Accumulated amortization related to these assets was $ 483.3 million and $ 424.0 million as of March 31, 2024 and 2023 , respectively.

The Company capitalized $ 77.5 million and $ 59.4 million of costs related to software developed for resale during the fiscal years ended March 31, 2024 and 2023 , respectively.

Amortization expense for capitalized software development costs was $ 59.1 million, $ 54.4 million and $ 56.5 million during fiscal years 2024, 2023 and 2022 , respectively.

Amortization expense related to these assets is expected to be in the range of approximately $ 60 million to $ 30 million over each of the next five fiscal years (with the higher end of the range in the earlier fiscal years), estimated based on annual minimum straight-line amortization.

Impairment of long-lived and other long-term assets (property, equipment and satellites, and other assets, including goodwill)

In accordance with the authoritative guidance for impairment or disposal of long-lived assets (ASC 360), the Company assesses potential impairments to long-lived assets, including property, equipment and satellites, and other assets, when there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable.

An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) are less than the asset’s carrying value.

Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and charged to results of operations.

No material impairments were recorded by the Company for fiscal years 2023, 2022 and 2021 other than the impairment of certain right-of-use assets in the fourth quarter of fiscal year 2023.

See Note 7 —

Leases for additional information.

An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) are less than the asset’s carrying value.

Except for the impairment related to certain of the Company's satellites under construction and satellite programs (as discussed in Note 1 — The Company and a Summary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company accounts for its goodwill under the authoritative guidance for goodwill and other intangible assets (ASC 350) and the provisions of ASU 2017-04, Simplifying the Test for Goodwill Impairment.

In accordance with the current authoritative guidance, the Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.

of Its Significant Accounting Policies — Property, equipment and satellites above) in the second and third quarters of fiscal year 2024 and the impairments of certain right-of-use assets in the fourth quarter of fiscal year 2023, no other material impairments were recorded by the Company for fiscal years 2024, 2023 and 2022.

See Note 7 — Leases for additional information.

The Company accounts for its goodwill under the authoritative guidance for goodwill and other intangible assets (ASC 350).

Current authoritative guidance, allows the Company to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.

If, after completing the qualitative assessment, the Company determines that it is more likely than not that the estimated fair value is greater than the carrying value, the Company concludes that no impairment exists.

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(1) changes in forecasted operating results and comparing actual results to projections, (2) changes in the industry or its competitive environment since the acquisition date, (3) changes in the overall economy, its market share and market interest rates since the acquisition date, (4) trends in the stock price and related market capitalization and enterprise values, (5) trends in peer companies' total enterprise value metrics, and (6) additional factors such as management turnover, changes in regulation and changes in litigation matters.

Furthermore, in addition to qualitative analysis, the Company believes it is appropriate to conduct a quantitative analysis periodically as a prudent review of its reporting unit goodwill fair values.

The Company's quantitative analysis estimates the fair values of the reporting units using discounted cash flows and other indicators of fair value.

The forecast of future cash flow is based on the Company's best estimate of each reporting unit’s future revenue and operating costs, based primarily on existing firm orders, expected future orders, contracts with suppliers, labor resources, general market conditions, and other relevant factors.

Based on a quantitative analysis for fiscal year 2023, the Company concluded that estimated fair values of its reporting units significantly exceed their respective carrying values.

Based on the Company’s qualitative and quantitative assessment performed during the fourth quarter of fiscal year 2023, the Company concluded that it was more likely than not that the estimated fair value of the Company’s reporting units exceeded their carrying values as of March 31, 2023 .

Based on the Company’s qualitative assessment performed during the fourth quarter of fiscal year 2024, the Company concluded that it was more likely than not that the estimated fair value of each of the Company’s reporting units exceeded their related carrying value as of March 31, 2024 , and therefore, determined it was not necessary to perform a quantitative impairment analysis.

No impairments were recorded by the Company related to goodwill and other intangible assets for fiscal years 2024, 2023 and 2022 .

Warranty reserves

The Company provides limited warranties on its products for periods of up to five years .

The Company records a liability for its warranty obligations when the Company ships the products or they are included in long-term construction contracts based upon an estimate of expected warranty costs.

Amounts expected to be incurred within 12 months are classified as accrued liabilities and amounts expected to be incurred beyond 12 months are classified as other liabilities in the consolidated financial statements.

For mature products, the Company estimates the warranty costs based on historical experience with the particular product.

For newer products that do not have a history of warranty costs, the Company bases its estimates on its experience with the technology involved and the types of failures that may occur.

It is possible that the Company’s underlying assumptions will not reflect the actual experience, and in that case, the Company will make future adjustments to the recorded warranty obligation (see Note 15 —

Product Warranty).

Fair value of financial instruments

The carrying amounts of the Company’s financial instruments, including cash equivalents, receivables, accounts payable and accrued liabilities, approximate their fair values due to their short-term maturities.

The estimated fair value of the Company’s long-term borrowings and other long-term interest bearing liabilities is determined by using available market information for those securities or similar financial instruments (see Note 3 –

Fair Value Measurements).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Self-insurance liabilities

The Company has self-insurance plans to retain a portion of the exposure for losses related to employee medical benefits and workers’

compensation.

The estimated fair value of the Company’s long-term borrowings, other long-term interest bearing liabilities and interest rate cap contracts is determined by using available market information for those securities or similar financial instruments (see Note 3 — Fair Value Measurements).

Self-insurance and post-retirement medical benefit liabilities

The Company has self-insurance plans to retain a portion of the exposure for losses related to employee medical benefits and workers’ compensation.

The self-insurance plans include policies which provide for both specific and aggregate stop-loss limits.

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Based on these actuarial methods, along with currently available information and insurance industry statistics, the Company has recorded self-insurance liability for its plans of $ 6.5 million and $ 7.9 million as of March 31, 2024 and 2023 , respectively.

The Company’s estimate, which is subject to inherent variability, is based on average claims experience in the Company’s industry and its own experience in terms of frequency and severity of claims, including asserted and unasserted claims incurred but not reported, with no explicit provision for adverse fluctuation from year to year.

This variability may lead to ultimate payments being either greater or less than the amounts presented above.

Self-insurance liabilities have been classified as a current liability in accrued and other liabilities in accordance with the estimated timing of the projected payments.

As a part of the Inmarsat Acquisition, the Company assumed a post-retirement medical benefit plan for retired employees (and their dependents) who were employed by Inmarsat before January 1, 1998.

The plan is funded by the Company and there are no plan assets from which the costs are paid.

The cost of providing these benefits is actuarially determined and accrued over the service period of the active employee groups.

The annual increase in Inmarsat's contribution to post-retirement medical liability is capped at the United Kingdom Consumer Price Index +1%.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Indemnification provisions

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To date, there have not been any material costs incurred in connection with such indemnification clauses.

The Company’s insurance policies do not necessarily cover the cost of defending indemnification claims or providing indemnification, so if a claim was filed against the Company by any party that the Company has agreed to indemnify, the Company could incur substantial legal costs and damages.

A claim would be accrued when a loss is considered probable and the amount can be reasonably estimated.

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Noncontrolling interests

A noncontrolling interest represents the equity interest in a subsidiary that is not attributable, either directly or indirectly, to the Company and is reported as equity of the Company, separate from the Company’s controlling interest.

Revenues, expenses, gains, losses, net income (loss) and other comprehensive income (loss) are reported in the consolidated financial statements at the consolidated amounts, which include the amounts attributable to both the controlling and noncontrolling interest.

On August 15, 2022, TrellisWare, a majority-owned subsidiary of the Company, completed the repurchase of its common stock from participating stockholders for a total purchase price of approximately $ 30.0 million.

On August 15, 2022, TrellisWare, a majority-owned subsidiary of the Company, completed the repurchase of shares of its common stock from participating stockholders for a total purchase price of approximately $ 30.0 million.

The Company did not elect to participate in the share repurchase, and accordingly, the Company's ownership percentage of TrellisWare increased to slightly over 60 % as a result of the share repurchase.

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and transfers from (to) noncontrolling interest

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Investments in unconsolidated affiliate —

equity method

Investments in unconsolidated affiliate — equity method

Investments in entities in which the Company can exercise significant influence, but does not own a majority equity interest or otherwise control, are accounted for using the equity method and are included as investment in unconsolidated affiliate in other assets (long-term) on the consolidated balance sheets.

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In order for employees to satisfy minimum statutory employee tax withholding requirements related to the issuance of common stock underlying these restricted stock unit agreements, the Company repurchased 531,091 , 487,111 and 445,257 shares of common stock at cost and with a total value of $ 11.7 million, $ 16.5 million and $ 23.0 million during fiscal years 2024, 2023 and 2022, respectively.

Although shares withheld for employee withholding taxes are technically not issued, they are treated as common stock repurchases for accounting purposes (with such shares deemed to be repurchased and then immediately retired), as they reduce the number of shares that otherwise would have been issued upon vesting of the restricted stock units.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

immediately retired), as they reduce the number of shares that otherwise would have been issued upon vesting of the restricted stock units.

These retired shares remain as authorized stock and are considered to be unissued.

The retirement of treasury stock had no impact on the Company’s total consolidated stockholders’

The retirement of treasury stock had no impact on the Company’s total consolidated stockholders’ equity.

As a result of the Inmarsat Acquisition on May 30, 2023 (see Note 4 — Acquisitions for more information), the Company assumed interest rate cap contracts to hedge the variable interest rate under Inmarsat's senior secured term loan facilities (the Inmarsat Term Loan Facilities) (see Note 8 — Senior Notes and Other Long-Term Debt for more information).

The interest rate cap contracts provide protection from Compound SOFR rates over 2 % and covered the total nominal amount of the Inmarsat Term Loan Facilities of $ 1.6 billion and will mature in February 2025.

At the time of the acquisition, the Company continued to account for the interest rate cap contracts as cash-flow hedges.

Upon amendment of the Inmarsat Term Loan Facilities on March 28, 2024 (see Note 8 — Senior Notes and Other Long-Term Debt for more information), the portion of the interest rate cap contracts related to Inmarsat's new $1.3 billion term loan facility (the New Term Loan Facility) continued to be accounted for as cash-flow hedges, as the interest rate cap contracts remain in place with their original maturity date.

The Company does not use this instrument, or these types of instruments in general, for speculative or trading purposes.

The Company’s objective is to reduce the risk to earnings and cash flows associated with changes in debt with variable interest rates.

Derivative instruments are recognized as either assets or liabilities in the consolidated balance sheets and are measured at fair value.

The value of a hedging derivative is classified as a non-current asset or liability if the cash flows are due to be received in greater than 12 months, and as a current asset or liability if the cash flows are due to be received in less than 12 months.

Gains and losses arising from changes in the fair value of derivative instruments which are designated as cash-flow hedging instruments are recorded in accumulated other comprehensive income (loss) as unrealized gains (losses) on derivative instruments until the underlying transaction affects the Company’s earnings, at which time they are then recorded in the same income statement line as the underlying transaction.

The Company may designate a derivative with periodic cash settlements and a non-zero fair value at hedge inception as the hedging instrument in a qualifying cash flow hedging relationship.

The non-zero fair value of cash flow hedges on the designation date is recognized into income under a systematic and rational method over the life of the hedging instrument and in the same line item on the consolidated statements of operations as the earnings of the hedge item, with the offset recorded to other comprehensive income (loss).

During the fiscal year ended March 31, 2024 , the Company recognized a gain of $ 20.2 million (and related tax expense of $ 5.1 million), in other comprehensive income arising from changes in the fair value of the interest rate cap contracts (designated as cash-flow hedging instruments) related to the Inmarsat Term Loan Facilities.

During the fiscal year ended March 31, 2024 , the Company recorded a decrease of $ 5.5 million (and related tax benefit of $ 1.4 million), to other comprehensive income and interest expense, net of the recognition into income of the non-zero hedge inception fair value (based on the nature of the underlying transaction).

During the fiscal year ended March 31, 2024 , the Company received $ 45.6 million in cash, as a result of periodic cash settlements, which are included in operating cash flows in the consolidated statements of cash flows.

As of March 31, 2024 , the fair value of the Company's interest rate cap contracts was $ 44.5 million recorded in other current assets.

At March 31, 2024 the estimated net amount of unrealized gains or losses related to the interest rate cap contracts that was expected to be reclassified to earnings net of the recognition into income of non-zero hedge inception fair value within the next 12 months was $ 18.6 million.

Foreign currency

In general, the functional currency of a foreign operation is deemed to be the local country’s currency.

Consequently, assets and liabilities of operations outside the United States are generally translated into U.S.

dollars, and the effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) within Viasat, Inc.

stockholders’

Other comprehensive loss related to the effects of foreign currency translation adjustments attributable to Viasat, Inc.

stockholders’ equity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Other comprehensive income related to the effects of foreign currency translation adjustments attributable to Viasat, Inc.

during fiscal year 2024 was $ 3.0 million, net of an insignificant amount of tax.

Other comprehensive loss related to the effects of foreign currency translation adjustments attributable to Viasat, Inc.

during fiscal year 2022 was $ 37.3 million, or $ 31.4 million net of tax.

Other comprehensive income related to the effects of foreign currency translation adjustments attributed to Viasat, Inc.

during fiscal year 2023 was $ 13.1 million, net of an insignificant amount of tax.

Other comprehensive loss related to the effects of foreign currency translation adjustments attributed to Viasat, Inc.

during fiscal year 2022 was $ 37.3 million, or $ 31.4 million net of tax.

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These performance obligations generally include the purchase of services (including broadband capacity and the leasing of broadband equipment), the purchase of products, and the development and delivery of complex equipment built to customer specifications under long-term contracts.

Taxes imposed by governmental authorities on the Company’s revenues, such as sales taxes and value added taxes, are excluded from net sales.

Furthermore, from time to time, the Company participates in U.S.

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Recognition occurs on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grant is intended to compensate.

During the year ended March 31, 2023, the amounts recorded in the Company’s consolidated financial statements related to these types of arrangements were not material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During the fiscal years ended March 31, 2024 and March 31, 2023, the amounts recorded in the Company’s consolidated financial statements related to these types of arrangements were not material.

Performance obligations

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These contracts typically require advance or recurring monthly payments by the customer.

The Company’s obligation to provide connectivity services is satisfied over time as the customer simultaneously receives and consumes the benefits provided.

The measure of progress over time is based upon either a period of time (e.g., over the estimated contractual term) or usage (e.g., bandwidth used/bytes of data processed).

The Company evaluates whether broadband equipment provided to its customers as part of the delivery of connectivity services represents a lease in accordance with ASC 842.

As discussed further above under “Leases - Lessor accounting”, for broadband equipment leased to consumer broadband customers in conjunction with the delivery of connectivity services, the Company accounts for the lease and non-lease components of connectivity service arrangements as a single performance obligation as the connectivity services represent the predominant component.

As discussed above under “Leases - Lessor accounting”, for broadband equipment leased to customers in conjunction with the delivery of connectivity services, the Company accounts for the lease and non-lease components of connectivity service arrangements as a single performance obligation as the connectivity services represent the predominant component.

The Company also derives a portion of its revenues from contracts with customers to provide products.

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For product revenues, control generally passes to the customer upon delivery of goods to the customer.

The vast majority of the Company’s revenues from long-term contracts to develop and deliver complex equipment built to customer specifications are derived from contracts with the U.S.

Government (including foreign military sales contracted through the U.S.

The Company’s contracts with the U.S.

Government typically are subject to the Federal Acquisition Regulation (FAR) and are priced based on estimated or actual costs of producing goods or providing services.

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Government contracts is based on the specific negotiations with each customer.

Under the typical payment terms of the Company’s U.S.

Government fixed-price contracts, the customer pays the Company either performance-based payments (PBPs) or progress payments.

PBPs are interim payments based on quantifiable measures of performance or on the achievement of specified events or milestones.

PBPs are interim payments based on

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

quantifiable measures of performance or on the achievement of specified events or milestones.

Progress payments are interim payments based on a percentage of the costs incurred as the work progresses.

Because the customer can often retain a portion of the contract price until completion of the contract, the Company’s U.S.

Government fixed-price contracts generally result in revenue recognized in excess of billings which the Company presents as unbilled accounts receivable on the balance sheet.

Amounts billed and due from the Company’s customers are classified as receivables on the balance sheet.

The portion of the payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer.

For the Company’s U.S.

Government cost-type contracts, the customer generally pays the Company for its actual costs incurred within a short period of time.

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An advance payment is not typically considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a contract and to protect the Company from the other party failing to adequately complete some or all of its obligations under the contract.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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Contract costs on U.S.

Government contracts are subject to audit and review by the Defense Contracting Management Agency (DCMA), the Defense Contract Audit Agency (DCAA), and other U.S.

Government contracts are subject to audit and review by the Defense Contract Management Agency (DCMA), the Defense Contract Audit Agency (DCAA), and other U.S.

Government agencies, as well as negotiations with U.S.

Government representatives.

As of March 31, 2023 , the DCAA had completed its incurred cost audit for fiscal years 2004, 2016, 2019, 2020 and 2021.

The DCMA approved the Company’s incurred costs for those fiscal years, with the exception of 2021, which is pending.

The DCMA also approved the Company’s incurred costs for fiscal years 2005 through 2015, 2017, 2018 and 2022 without further audit based on the determination of low risk.

Although the Company has recorded contract revenues subsequent to fiscal year 2020 based upon an estimate of costs that the Company believes will be approved upon final audit or review, the Company does not know the outcome of any ongoing or future audits or reviews and adjustments, and if future adjustments exceed the Company’s estimates, its profitability would be adversely affected.

As of March 31, 2024 , the DCMA had approved the Company’s incurred costs through fiscal year 2022 with the exception of 2021, which is pending.

The DCMA is currently auditing the Company's 2023 incurred cost submission.

Although the Company has recorded contract revenues subsequent to fiscal year 2020 based upon an estimate of costs that the Company believes will be approved upon final audit or review, the Company does not know the outcome of any ongoing or future audits or reviews and adjustments and if future adjustments exceed the Company's estimates its profitability would be adversely affected.

The Company had $ 16.6 million and $ 12.9 million as of March 31, 2024 and March 31, 2023, respectively, in contract-related reserves for its estimate of potential refunds to customers for potential cost adjustments on several multi-year U.S.

Government cost reimbursable contracts (see Note 14 —

Contingencies for more information).

Government cost reimbursable contracts (see Note 15 — Contingencies for more information).

Evaluation of transaction price

The evaluation of transaction price, including the amounts allocated to performance obligations, may require significant judgments.

Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimation of total revenue, and, where applicable, the cost at completion, is complex, subject to many variables and requires significant judgment.

The Company’s contracts may contain award fees, incentive fees, or other provisions, including the potential for significant financing components, that can either increase or decrease the transaction price.

These amounts, which are sometimes variable, can be dictated by performance metrics, program milestones or cost targets, the timing of payments, and customer discretion.

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The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company.

In the event an agreement includes embedded financing components, the Company recognizes interest expense or interest income on the embedded financing components using the effective interest method.

This methodology uses an implied interest rate which reflects the incremental borrowing rate which would be expected to be obtained in a separate financing transaction.

This methodology uses an implied interest rate which reflects the incremental borrowing rate which would

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

be expected to be obtained in a separate financing transaction.

The Company has elected the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

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If a standalone selling price is not directly observable, the Company estimates the standalone selling price by considering all information (including market conditions, specific factors, and information about the customer or class of customer) that is reasonably available.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Transaction price allocated to remaining performance obligations

The Company’s remaining performance obligations represent the transaction price of firm contracts and orders for which work has not been performed.

The Company includes in its remaining performance obligations only those contracts and orders for which it has accepted purchase orders.

Remaining performance obligations associated with the Company’s subscribers for fixed consumer and business broadband services in its satellite services segment exclude month-to-month service contracts in accordance with a practical expedient and are estimated using a portfolio approach in which the Company reviews all relevant promotional activities and calculates the remaining performance obligation using the average service component for the portfolio and the average time remaining under the contract.

The Company’s future recurring in-flight connectivity service contracts in its satellite services segment do not have minimum service purchase requirements and therefore are not included in the Company’s remaining performance obligations.

As of March 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 1.7 billion, of which the Company expects to recognize a little over half over the next 12 months, with the balance recognized thereafter .

As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 3.7 billion, of which the Company expects to recognize a little less than half over the next 12 months, with the balance recognized thereafter .

Disaggregation of revenue

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Revenue is disaggregated by products and services, customer type, contract type, and geographic area, respectively, as the Company believes this approach best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

The following sets forth disaggregated reported revenue by segment and product and services for the fiscal years ended March 31, 2023, 2022 and 2021 (as noted above, revenue information excludes revenues from the Link-16 TDL Business, which have been classified as discontinued operations):

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following sets forth disaggregated reported revenue by segment and product and services for the fiscal years ended March 31, 2024, 2023 and 2022:

Fiscal Year Ended March 31, 2024

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Total revenues

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Revenues from the U.S.

Government as an individual customer comprised approximately 17 % , 17 % and 18 % of total revenues for the fiscal years ended March 31, 2024, 2023 and 2022, respectively, mainly reported within the government systems segment.

Revenues from the Company’s other customers, mainly reported within the commercial networks and satellite services segments, comprised approximately 83 % , 82 % and 79 % of total revenues for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.

The Company’s satellite services segment revenues are primarily derived from the Company’s fixed broadband services, in-flight services and energy services (acquired through the RigNet acquisition).

Revenues in the Company’s commercial networks and government systems segments are primarily derived from three types of contracts:

Revenues from the Company’s other customers, mainly reported within the commercial networks and satellite services segments, comprised approximately 83 % , 83 % and 82 % of total revenues for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

Revenues in the Company’s commercial networks and government systems segments are primarily derived from three types of contracts:

fixed-price, cost-reimbursement and time-and-materials contracts.

Fixed-price contracts (which require the Company to provide products and services under a contract at a specified price) comprised approximately 88 % , 91 % and 88 % of the Company’s total revenues for these segments for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.

The remainder of the Company’s revenues in these segments for such periods was derived primarily from cost-reimbursement contracts (under which the Company is reimbursed for all actual costs incurred in performing the contract to the extent such costs are within the contract ceiling and allowable under the terms of the contract, plus a fee or profit) and from time-and-materials contracts (under which the Company is reimbursed for the number of labor hours expended at an established hourly rate negotiated in the contract, plus the cost of materials utilized in providing such products or services).

Historically, a significant portion of the Company’s revenues in its commercial networks and government systems segments has been derived from customer contracts that include the development of products.

The development efforts are conducted in direct response to the customer’s specific requirements and, accordingly, expenditures related to such efforts are included in cost of sales when incurred and the related funding (which includes a profit component) is included in revenues.

Revenues for the Company’s funded development from its customer contracts were approximately 16 % , 18 % and 18 % of its total revenues for the fiscal years ended March 31, 2023, 2022 and 2021, respectively.

Fixed-price contracts (which require the Company to provide products and services under a contract at a specified price) comprised approximately 91 % , 88 % and 91 % of the Company’s total revenues for these segments for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

Revenues for the Company’s funded development from its customer contracts were approximately 12 % , 16 % and 18 % of its total revenues for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Contract balances

Contract balances consist of contract assets and contract liabilities.

A contract asset, or with respect to the Company, an unbilled accounts receivable, is recorded when revenue is recognized in advance of the Company’s right to bill and receive consideration, typically resulting from sales under long-term contracts.

Unbilled accounts receivable are generally expected to be billed and collected within one year.

The unbilled accounts receivable will decrease as provided services or delivered products are billed.

The Company receives payments from customers based on a billing schedule established in the Company’s contracts.

When consideration is received in advance of the delivery of goods or services, a contract liability, or with respect to the Company, collections in excess of revenues or deferred revenues, is recorded.

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The following table presents contract assets and liabilities as of March 31, 2024 and March 31, 2023:

March 31, 2024

March 31, 2023

(In thousands)

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Deferred revenues, long-term portion

Unbilled accounts receivable increased $ 19.5 million during fiscal year 2023, primarily driven by revenue recognized in the Company’s commercial networks segment in excess of billings.

Collections in excess of revenues and deferred revenues increased an insignificant amount during fiscal year 2023, primarily driven by advances on goods or services received in excess of revenue recognized mainly in the Company's government systems segment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

During the fiscal year ended March 31, 2023 , the Company recognized revenue of $ 115.1 million that was previously included in the Company’s collections in excess of revenues and deferred revenues at March 31, 2022.

During the fiscal year ended March 31, 2022 , the Company recognized revenue of $ 171.9 million that was previously included in the Company’s collections in excess of revenues and deferred revenues at March 31, 2021 .

Other assets and deferred costs –

contracts with customers

Per ASC 340-40, Other Assets and Deferred Costs –

Contracts with Customers, the Company recognizes an asset from the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs.

Unbilled accounts receivable increased $ 51.4 million during fiscal year 2024 , primarily driven by revenue recognized in excess of billings in each of the Company's segments.

The Inmarsat Acquisition (based on preliminary estimates) contributed approximately $ 16.3 million of unbilled accounts receivable.

Collections in excess of revenues and deferred revenues increased by $ 128.1 million during fiscal year 2024, driven primarily by $ 141.5 million contributed by the Inmarsat Acquisition (based on preliminary estimates) in the Company's satellite services segment.

This increase was partially offset by a $ 13.4 million decrease during the fiscal year ended March 31, 2024, driven by revenue recognized in excess of advances received on goods or services primarily in the Company's satellite services segment.

Based on preliminary estimates, the Inmarsat Acquisition contributed approximately $ 862.5 million of deferred revenues (long-term).

This increase was partially offset by a $ 50.8 million decrease during fiscal year 2024, related to amounts reclassified to collections in excess of revenues and deferred revenues in the Company's satellite services segment.

During the fiscal year ended March 31, 2024 , the Company recognized revenue of $ 97.8 million that was previously included in the Company’s collections in excess of revenues and deferred revenues at March 31, 2023.

Other assets and deferred costs – contracts with customers

Per ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers, the Company recognizes an asset from the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs.

The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.

ASC 340-40 also requires the recognition of an asset from the costs incurred to fulfill a contract when (1) the costs relate directly to a contract or to an anticipated contract that the Company can specifically identify, (2) the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future, and (3) the costs are expected to be recovered.

Adoption of the standard has resulted in the recognition of an asset related to commission costs incurred primarily in the Company’s satellite services segment, and recognition of an asset related to costs incurred to fulfill contracts.

Costs to acquire customer contracts are amortized over the estimated customer contract life.

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For contracts with an estimated amortization period of less than one year, the Company elected the practical expedient and expenses incremental costs immediately.

The Company’s deferred customer contract acquisition costs and costs to fulfill contract balances were $ 31.5 million and $ 50.0 million, respectively as of March 31, 2023 .

Of the Company’s total deferred customer contract acquisition costs and costs to fulfill contracts, $ 19.8 million was included in other current assets within the prepaid expenses and other current assets caption on the Company’s consolidated balance sheet and $ 61.7 million was included in other assets on the Company’s consolidated balance sheet as of March 31, 2023 .

The Company’s deferred customer contract acquisition costs and costs to fulfill contract balances were $ 49.1 million and $ 35.0 million, respectively, as of March 31, 2022 .

Of the Company’s total deferred customer contract acquisition costs and costs to fulfill contracts, $ 24.0 million was included in other current assets within the prepaid expenses and other current assets caption on the Company’s consolidated balance sheet and $ 60.1 million was included in other assets on the Company’s consolidated balance sheet as of March 31, 2022 .

For total deferred customer contract acquisition costs and contract fulfillment costs, the Company’s amortization and reduction of carrying value associated with contract termination was $ 48.2 million, $ 56.5 million and $ 50.1 million for the fiscal years ended March 31, 2023, 2022 and 2021 , respectively.

The Company’s deferred customer contract acquisition costs and costs to fulfill contract balances were $ 23.1 million and $ 55.1 million, respectively, as of March 31, 2024 .

Of the Company’s total deferred customer contract acquisition costs and costs to fulfill contracts, $ 20.2 million was included in other current assets within the prepaid expenses and other current assets caption on the Company’s consolidated balance sheet and $ 58.0 million was included

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

in other assets on the Company’s consolidated balance sheet as of March 31, 2024 .

The Company’s deferred customer contract acquisition costs and costs to fulfill contract balances were $ 31.5 million and $ 50.0 million, respectively, as of March 31, 2023 .

For total deferred customer contract acquisition costs and contract fulfillment costs, the Company’s amortization and reduction of carrying value associated with contract termination was $ 40.4 million, $ 48.2 million and $ 56.5 million for the fiscal years ended March 31, 2024, 2023 and 2022 , respectively.

Advertising costs

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In accordance with the authoritative guidance for share-based payments (ASC 718), the Company measures stock-based compensation cost at the grant date, based on the estimated fair value of the award.

Expense for restricted stock units and stock options is recognized on a straight-line basis over the employee’s requisite service period.

Expense for total shareholder return (TSR) performance stock options that vest is recognized regardless of the actual TSR outcome achieved and is recognized on a graded-vesting basis.

Expense for restricted stock units and stock options is recognized on a straight-line basis over the employee’s requisite service period.

Expense for market-based performance stock options that vest is recognized regardless of the actual outcome achieved and is recognized on a graded-vesting basis.

The Company accounts for forfeitures as they occur.

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IR&D expenses consist primarily of salaries and other personnel-related expenses, supplies, prototype materials and other expenses related to research and development programs.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Accruals for uncertain tax positions are provided for in accordance with the authoritative guidance for accounting for uncertainty in income taxes (ASC 740).

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The authoritative guidance for accounting for uncertainty in income taxes also provides guidance on derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.

The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense.

A deferred income tax asset or liability is established for the expected future tax consequences resulting from differences in the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credit and loss carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company’s analysis of the need for a valuation allowance on deferred tax assets considered historical as well as forecasted future operating results.

In addition, the Company’s evaluation considered other factors, including the Company’s contractual backlog, history of positive earnings, current earnings trends assuming the Company’s satellite services segment continues to grow, taxable income adjusted for certain items, and forecasted income by jurisdiction.

The Company also considered the period over which these net deferred tax assets can be realized and the Company’s history of not having federal tax loss carryforwards expire unused.

The Company’s analysis of the need for a valuation allowance on deferred tax assets considered historical as well as forecasted future operating results, the reversal of temporary differences, taxable income in prior carryback years (if permitted), and the availability of tax planning strategies.

Earnings per share

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Diluted earnings per share is based upon the weighted average number of common shares outstanding and potential common stock, if dilutive during the period.

Potential common stock includes options granted (including TSR performance stock options) and restricted stock units awarded under the Company’s equity compensation plan which are included in the earnings per share calculations using the treasury stock method, common shares expected to be issued under the Company’s employee stock purchase plan, and shares potentially issuable under the Viasat 401(k) Profit Sharing Plan in connection with the Company’s decision to pay a discretionary match in common stock or cash.

Potential common stock includes options granted (including market-based performance stock options) and restricted stock units awarded under the Company’s equity compensation plan which are included in the earnings per share calculations using the treasury stock method, common shares expected

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

to be issued under the Company’s employee stock purchase plan, and shares potentially issuable under the Viasat 401(k) Profit Sharing Plan in connection with the Company’s decision to pay a discretionary match in common stock or cash.

Segment reporting

The Company’s reporting segments (satellite services, commercial networks and government systems) are primarily distinguished by the type of customer and the related contractual requirements.

The Company’s satellite services segment provides satellite-based broadband and related services to residential customers, Prepaid Internet users, enterprises, commercial airlines and other mobile broadband customers.

The Company’s commercial networks segment develops and offers advanced satellite and wireless broadband platforms, ground networking equipment, radio frequency and advanced microwave solutions, Application-Specific Integrated Circuit (ASIC) chip design, satellite payload development and space-to-earth connectivity systems, some of which are ultimately used by the Company’s satellite services segment.

The Company’s government systems segment provides global mobile broadband services to military and government users and develops and offers network-centric, internet protocol (IP)-based fixed and mobile secure communications products and solutions.

The Company’s reportable segments (satellite services, commercial networks and government systems) are primarily distinguished by the type of customer and the related contractual requirements.

The Company’s satellite services segment provides satellite-based broadband and related services to commercial airlines and other aircraft, residential customers, and enterprises, maritime vessels (acquired through the Inmarsat Acquisition) and other mobile broadband customers, and Prepaid Internet users.

The Company’s government systems segment provides global mobile broadband services and narrowband products and services (acquired through the Inmarsat Acquisition) to military and government users and develops and offers network-centric, internet protocol-based fixed and mobile secure communications products and solutions.

The more regulated government environment is subject to unique contractual requirements and possesses economic characteristics which differ from the satellite services and commercial networks segments.

The Company’s segments are determined consistent with the way management currently organizes and evaluates financial information internally for making operating decisions and assessing performance.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company’s segments are determined consistent with the way management currently organizes and evaluates financial information internally for making operating decisions and assessing performance.

Recent authoritative guidance

In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt –

Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging –

Contracts in Entity’s Own Equity (Subtopic 815-40).

ASU 2020-06 simplifies the accounting for convertible instruments by removing the beneficial conversion and cash conversion accounting models for convertible instruments and removes certain settlement conditions that are required for contracts to qualify for equity classification.

This new standard also simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method for convertible instruments and requires that the effect of potential share settlement be included in diluted earnings per share calculations when an instrument may be settled in cash or shares.

The new standard requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments.

The Company adopted the new guidance in the first quarter of fiscal year 2023 and the guidance did not have a material impact on the Company's consolidated financial statements and disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (ASC 805):

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with ASC 606 as if the acquirer had originated the contracts.

The new standard will become effective for the Company beginning in fiscal year 2024, with early adoption permitted.

The impact of the new standard on the Company's consolidated financial statements and related disclosures will depend on the magnitude of future business combinations.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (ASC 832):

Disclosures by Business Entities about Government Assistance.

ASU 2021-10 requires annual disclosures when an entity accounts for a transaction with a government by applying a grant or contribution accounting model by analogy to other accounting guidance.

The Company adopted the new standard prospectively in fiscal year 2023.

See Note 1 —

The Company and a Summary of Its Significant Accounting Policies —

Revenue recognition for disclosures related to these types of arrangements.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (ASC 815):

Targeted Improvements to Accounting for Hedging Activities.

ASU 2022-01 made targeted improvements to the optional hedge accounting model with the objective of improving hedge accounting to better portray the economic results of an entity’s risk management activities in its financial statements.

The new standard will become effective for the Company beginning in fiscal year 2024.

The adoption of ASU 2022-01 is not expected to have a material impact on the Company's consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments –

Credit Losses (ASC 326):

The Company adopted the new guidance prospectively in the first quarter of fiscal year 2024 and applied its provisions to the Inmarsat Acquisition (see Note 4 — Acquisitions).

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815):

Fair Value Hedging—Portfolio Layer Method.

ASU 2022-01 clarifies the accounting and promotes consistency in reporting for hedges where the portfolio layer method is applied.

The Company adopted the new guidance in the first quarter of fiscal year 2024 and the guidance did not have a material impact on its consolidated financial statements and disclosures.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (ASC 326):

Troubled Debt Restructurings and Vintage Disclosures.

ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, Receivables –

Troubled Debt Restructurings by Creditors, while enhancing certain disclosure requirements for loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

Furthermore, it requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments –

Credit Losses –

Measured at Amortized Cost.

The new standard will become effective for the Company beginning in fiscal year 2024.

The adoption of ASU 2022-02 is not expected to have a material impact on the Company's consolidated financial statements and disclosures.

ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, while enhancing certain disclosure requirements for loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

The Company adopted the new guidance prospectively in the first quarter of fiscal year 2024 and the guidance did not have a material impact on its consolidated financial statements and disclosures.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (ASC 820):

3 unchanged sentences

The new standard will become effective for the Company beginning in fiscal year 2025.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In Septem ber 2022, the FASB issued ASU 2022-04, Liabilities –

Supplier Finance Programs (Subtopic 405-50):

The adoption of ASU 2022-03 is not expected to have a material impact on the Company's consolidated financial statements.

In Septem ber 2022, the FASB issued ASU 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.

1 unchanged sentence

In each annual reporting period, the buyer in a supplier finance program is required to disclose information about the key terms of the program, the outstanding confirmed amounts, a rollforward of such amounts, and a description of where those obligations are presented in the balance sheet.

In each interim reporting period, the buyer should disclose the outstanding confirmed amounts as of the end of th e interim perio d.

The new standard will become effective for the Company begin ning in fiscal year 2024, except for the amendment on rollfoward information, which will become effective in fiscal year 2025.

The adoption of ASU 2022-04 is not expected to have a material impact on the Company's disclosures.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (ASC 848):

Deferral of the Sunset Date of Topic 848.

ASU 2022-06 extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022 to December 31, 2024.

ASU 2020-04, Reference Rate Reform (ASC 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting provided temporary optional guidance to ease the potential accounting burden associated with the transition away from reference rates (such as the London Interbank Offered Rate).

ASU 2022-06 was effective upon issuance.

The Company adopted this guidance upon issuance with no impact to the Company's consolidated financial statements and disclosures.

In each interim reporting period, the buyer should disclose the outstanding confirmed amounts as of the end of the interim period.

T he Company adopted the new guidance in the first quarter of fiscal year 2024 (including early adoption of the amendment on the rollforward information) and the guidance did not have a material impact on its consolidated financial statements and disclosures.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842) - Common Control Agreements.

1 unchanged sentence

The new standard will become effective for the Company beginning in fiscal year 2025.

The adoption of ASU 2023-01 is not expected to have a material impact on the Company's consolidated financial statements.

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation (Topic 718).

This ASU amends various paragraphs in the accounting codification pursuant to the issuance of Commission Staff Accounting Bulletin (SAB) number 120.

The ASU provides clarifying guidance related to employee and non-employee share-based payment accounting, including guidance related to spring-loaded awards.

ASU 2023-03 is effective upon issuance.

The adoption of this guidance upon issuance did not have a material impact on the Company’s consolidated financial statements and disclosures.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

This ASU amends certain disclosure and presentation requirements for a variety of topics within the FASB ASC.

These amendments will also align the requirements in the ASC with the SEC's regulations.

The effective date for each amended topic in the ASC is the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, and will not be effective if the SEC has not removed the applicable disclosure requirements by June 30, 2027.

Early adoption is prohibited.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU requires public entities to enhance disclosures about their reportable segments' significant expenses on an interim and annual basis.

The new standard will become effective for the Company's annual disclosures beginning in fiscal year 2025 and for interim disclosures beginning in fiscal year 2026 on a retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 enhances income tax disclosures by requiring disclosure of specific categories in the income tax rate reconciliation table and disaggregation of income taxes paid.

The new standard will become effective for the Company beginning in fiscal year 2026.

Early adoption is permitted and should be applied prospectively, however retrospective application is permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statement disclosures .

In March 2024, the FASB issued ASU 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements.

This update contains amendments to the Codification that remove references to various Concepts Statements.

The amendments in this update are not intended to result in significant accounting changes for most entities.

The amendments in this update are effective for the Company beginning in fiscal year 2026.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 2 —

Composition of Certain Balance Sheet Captions

Note 2 — Composition of Certain Balance Sheet Captions

March 31, 2024

7 unchanged sentences

Prepaid expenses and other current assets:

Insurance receivable

Prepaid expenses

18 unchanged sentences

Accrued vacation

Warranty reserve, current portion

Operating lease liabilities

Interest payable

Income taxes payable

1 unchanged sentence

Deferred revenues, long-term portion

Warranty reserve, long-term portion

Satellite performance incentive obligations, long-term portion

Deferred income taxes

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 3 —

Fair Value Measurements

Note 3 — Fair Value Measurements

In accordance with the authoritative guidance for financial assets and liabilities measured at fair value on a recurring basis (ASC 820), the Company determines fair value based on the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants, and prioritizes the inputs used to measure fair value from market-based assumptions to entity specific assumptions:

Level 1 —

Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2 —

Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets;

• Level 1 — Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

• Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data.

Level 3 —

Inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The inputs are unobservable in the market and significant to the instrument’s valuation.

The Company had $ 757.6 million and $ 5.0 million in cash equivalents (Level 1) as of March 31, 2023 and March 31, 2022, respectively, and no liabilities as of both March 31, 2023 and March 31, 2022, measured at fair value on a recurring basis.

• Level 3 — Inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The inputs are unobservable in the market and significant to the instrument’s valuation.

The following tables present the Company's hierarchy for its assets measured at fair value on a recurring basis as of March 31, 2024 and March 31, 2023 .

The Company had no liabilities measured at fair value on a recurring basis as of both March 31, 2024 and March 31, 2023.

Fair Value as of

March 31, 2024

(In thousands)

Cash equivalents

Interest rate cap contracts

Total assets measured at fair value on a recurring basis

Fair Value as of

March 31, 2023

(In thousands)

Cash equivalents

Total assets measured at fair value on a recurring basis

The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:

Cash equivalents —

The Company’s cash equivalents consist of money market funds, with a significant portion held in U.S.

Cash equivalents — The Company’s cash equivalents consist of money market funds, with a significant portion held in U.S.

government backed qualified money-market securities.

Money market funds are valued using quoted prices for identical assets in an active market with sufficient volume and frequency of transactions (Level 1).

Contingencies —

In connection with the acquisition of the remaining 51 % interest in EBI on April 30, 2021 (see Note 5 —

Acquisitions for more information), part of the purchase price consideration will not be determined until two years after the closing date, when the Company may pay or receive up to €

20.0 million, or approximately $ 21.6 million, in cash .

The consideration to be paid in the future is contingent based on certain outcomes as defined in the acquisition agreement.

Each reporting period, the Company estimates the fair value of the contingent consideration based on unobservable inputs and probability weightings using standard valuation techniques (Level 3).

The fair value amount is currently recorded in other current assets within the prepaid expenses and other current assets caption on the Company's consolidated balance sheets and any change to fair value is recorded in the Company’s consolidated statements of operations each reporting period.

As of and for the fiscal years ended March 31, 2023 and 2022, the Company’s fair value estimate, and change in fair value of the contingent consideration were immaterial.

Long-term debt —

The Company’s long-term debt consists of borrowings under its Term Loan Facility, Revolving Credit Facility and Ex-Im Credit Facility (collectively, the Credit Facilities), $ 700.0 million in aggregate principal amount of 2025 Notes, $ 600.0 million in aggregate principal amount of 2027 Notes, $ 400.0 million in aggregate principal amount of 2028 Notes and finance lease obligations reported at the present value of future minimum lease payments with current accrued interest.

Long-term debt related to the Revolving Credit Facility is reported at the outstanding principal amount of borrowings, while long-term debt related to the Term Loan Facility, the Ex-Im Credit Facility, the 2025 Notes, the 2027 Notes and the 2028 Notes is reported at amortized cost.

However, for disclosure purposes, the Company is required to measure the fair value of outstanding debt on a recurring basis.

The fair value of the Company’s long-term debt related to the Term Loan Facility and the Revolving Credit Facility approximates its carrying amount due to its variable interest rate, which approximates a market interest rate.

As of March 31, 2023 and 2022 , the fair value of the Company’s long-term debt related to the Ex-Im Credit Facility was determined based on a discounted cash flow analysis using observable market interest rates for instruments with similar terms (Level 2) and was approximately $ 57.1 million and $ 78.0 million, respectively.

As of March 31, 2023 and 2022 , the estimated fair value of the Company’s outstanding long-term debt related to each series of Notes was determined based on actual or estimated bids and offers for such series of Notes in an over-the-counter market (Level 2) and was $ 661.5 million and $ 682.5 million, respectively, for the 2025 Notes, $ 561.7 million and $ 588.8 million, respectively, for the 2027 Notes, and $ 292.0 million and $ 382.7 million, respectively, for the 2028 Notes.

Interest rate cap contracts — The Company assumed interest rate cap contracts to hedge the variable interest rate under the Inmarsat Term Loan Facilities (see Note 1 — The Company and a Summary of Its Significant Accounting Policies — Derivatives for more information).

The Company’s interest rate cap contracts are valued using the forward interest rate curve at each reporting date (Level 2).

Contingencies — In connection with the acquisition of the remaining 51 % interest in EBI on April 30, 2021 (see Note 4 — Acquisitions for more information), part of the purchase price consideration was determined approximately two years after the closing date, and as a result the Company received € 20.0 million, or approximately $ 22.0 million, in cash and recorded a gain of approximately $ 18.1 million in the second quarter of fiscal year 2024 in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) .

The consideration paid was contingent based on certain outcomes as defined in the acquisition agreement.

Each reporting period, the Company estimated the fair value of the contingent consideration based on unobservable inputs and probability weightings using standard valuation techniques (Level 3).

The fair value amount was recorded in other current assets within the prepaid expenses and other current assets caption on the Company's consolidated balance sheets as of March 31, 2023 and any change to fair value was recorded in the Company’s consolidated statements of operations each reporting period.

As of March 31, 2023 and for the fiscal years ended March 31, 2024, 2023 and 2022 the Company’s fair value estimate, and change in fair value of the contingent consideration were immaterial.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Satellite performance incentive obligations —

The Company’s contracts with satellite manufacturers require the Company to make monthly in-orbit satellite performance incentive payments with respect to certain satellites in commercial service, including interest, through fiscal year 2028 , subject to the continued satisfactory performance of the applicable satellites.

Long-term debt — As of March 31, 2024, the Company’s long-term debt was comprised of (1) $700.0 million in aggregate principal amount of Viasat's 5.625% Senior Notes due 2025 (the 2025 Notes), $600.0 million in aggregate principal amount of Viasat's 5.625% Senior Secured Notes due 2027 (the 2027 Notes), $400.0 million in aggregate principal amount of Viasat's 6.500% Senior Notes due 2028 (the 2028 Notes), $733.4 million in aggregate principal amount of Viasat’s 7.500% Senior Notes due 2031 (the 2031 Notes), $2.08 billion in aggregate principal amount of Inmarsat's 6.750% Senior Secured Notes due 2026 (the Inmarsat 2026 Notes), (2) borrowings under Viasat’s $700.0 million senior secured term loan facility (the 2022 Term Loan Facility), borrowings under Viasat’s $616.7 million senior secured term loan facility (the 2023 Term Loan Facility), borrowings under the Inmarsat Term Loan Facilities and borrowings under Viasat’s direct loan facility with the Export-Import Bank of the United States (the Ex-Im Credit Facility and, together with the 2022 Term Loan Facility, the 2023 Term Loan Facility, the Inmarsat Term Loan Facility and the Revolving Credit Facilities, the Credit Facilities), and (3) finance lease obligations reported at the present value of future minimum lease payments with current accrued interest.

Long-term debt related to the Revolving Credit Facilities is reported at the outstanding principal amount of borrowings, while long-term debt related to the Company's other Credit Facilities and the Notes is reported at amortized cost.

However, for disclosure purposes, the Company is required to measure the fair value of outstanding debt on a recurring basis.

The fair value of the Company’s long-term debt related to the Company's variable rate Credit Facilities approximates its carrying amount due to its variable interest rate, which approximates a market interest rate.

As of March 31, 2024 and 2023 , the fair value of the Company’s long-term debt related to the (fixed rate) Ex-Im Credit Facility was Level 2 and was approximately $ 38.5 million and $ 57.1 million, respectively.

As of March 31, 2024 and 2023 , the estimated fair value of the Company’s outstanding long-term debt related to each series of Notes was Level 2 and was $ 680.8 million and $ 661.5 million, respectively, for the 2025 Notes, $ 564.0 million and $ 561.7 million, respectively, for the 2027 Notes, and $ 307.5 million and $ 292.0 million, respectively, for the 2028 Notes.

As of March 31, 2024, the fair value of the Company's long-term debt related to the 2031 Notes and the Inmarsat 2026 Notes was Level 2 and was $ 529.9 million and $ 2.04 billion, respectively.

Satellite performance incentive obligations — The Company’s contracts with satellite manufacturers require the Company to make monthly in-orbit satellite performance incentive payments with respect to certain satellites in commercial service, including interest, through fiscal year 2028 , subject to the continued satisfactory performance of the applicable satellites.

The Company records the net present value of these expected future payments as a liability and as a component of the cost of the satellites.

However, for disclosure purposes, the Company is required to measure the fair value of outstanding satellite performance incentive obligations on a recurring basis.

The fair value of the Company’s outstanding satellite performance incentive obligations is estimated to approximate their carrying value based on current rates (Level 2).

As of March 31, 2023 and 2022 , the Company’s estimated satellite performance incentive obligations relating to certain satellites in commercial service, including accrued interest, were $ 20.0 million and $ 23.7 million, respectively.

Note 4 —

Discontinued Operations

On October 1, 2022, the Company entered into an Asset Purchase Agreement to sell the Link-16 TDL Business in its government systems segment to L3Harris in exchange for approximately $ 1.96 billion in cash, subject to adjustments.

In accordance with ASC 205-20, the Company determined that the Link-16 TDL Business met held-for sale and discontinued operations accounting criteria at the end of the second quarter of fiscal year 2023.

Accordingly, the Company classified the results of the Link-16 TDL Business as discontinued operations in its consolidated statements of operations for all periods presented.

On January 3, 2023, the Company completed the Link-16 TDL Sale, and as a result the fourth quarter of fiscal year 2023 included the impact of the gain of approximately $ 1.66 billion (net of costs to sell of $ 40.8 million) within net income (loss) from discontinued operations, net of tax on the consolidated statements of operations and comprehensive income (loss) for fiscal year 2023.

The Link-16 TDL Sale substantially reduced both debt and net leverage, and allows closer alignment in investment synergies between the Company's government systems segment and its other business segments.

In connection with the closing of the Link-16 TDL Sale on January 3, 2023, the Company and L3Harris entered into certain ancillary commercial agreements, including certain license agreements for the cross-licensing by each party of certain intellectual property rights relating to the Link-16 TDL Business and the Company’s retained businesses, a supply agreement with respect to the supply of certain Link-16 and related products following the closing, and certain services agreements for the provision of engineering and support services for the transition of the Link-16 TDL Business following the closing, in each case subject to the terms and conditions set forth therein.

The impact of these agreements on the Company's consolidated financial statements was not significant.

The following table presents key components of assets and liabilities that were classified as discontinued operations on the consolidated balance sheet as of March 31, 2022:

March 31, 2022

Accounts receivable, net

Prepaid expenses and other current assets

Property, equipment, and satellites, net

Operating lease right-of-use assets

Total assets of discontinued operations

Accounts payable

Accrued and other liabilities

Non-current operating lease liabilities

Other liabilities

Total liabilities of discontinued operations

The fair value of the Company’s outstanding satellite performance incentive obligations is estimated to approximate their carrying value based on current rates (Level 2).

As of March 31, 2024 and 2023 , the Company’s estimated satellite performance incentive obligations relating to certain satellites in commercial service, including accrued interest, were $ 15.9 million and $ 20.0 million, respectively.

Note 4 — Acquisitions

Inmarsat Acquisition

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 $ 975.3 million and $ 487.6 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.

In connection with the closing of the Inmarsat Acquisition, the Company's certificate of incorporation was amended to increase the number of shares of common stock authorized for issuance from 100,000,000 to 200,000,000 as previously approved by the Company's stockholders at a special meeting held on June 21, 2022.

The consideration transferred of approximately $ 2.7 billion was comprised of $ 2.1 billion of the fair value of approximately 46.36 million 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 $ 31.3 million, $ 40.4 million and $ 26.3 million during fiscal years 2024, 2023 and 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the Link-16 TDL Business that will be eliminated from continuing operations.

The following table presents key components of “Net income (loss) from discontinued operations, net of tax”

for the fiscal years ended March 31, 2023, 2022 and 2021:

Fiscal Years Ended

March 31, 2023

March 31, 2022

March 31, 2021

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 property, equipment and satellites, identifiable intangible assets, deferred tax liabilities and goodwill, is as follows:

(In thousands)

Operating expenses:

Cost of revenues

Other operating expenses

Net income (loss) from discontinued operations before income taxes

Gain on disposal of discontinued operations before income taxes, net of costs to sell

(Provision for) benefit from income taxes

Net income (loss) from discontinued operations, net of tax

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows.

The following table presents key cash flow and non-cash information related to discontinued operations for the fiscal years ended March 31, 2023, 2022 and 2021:

Current assets

Property, equipment and satellites

Identifiable intangible assets

Total assets acquired

Current liabilities

Long-term debt, excluding short-term portion

Other long-term liabilities

Total liabilities assumed

Total consideration transferred

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:

Estimated Fair Value

Average Estimated Useful Life

(In thousands)

Orbital slots and spectrum assets

Customer relationships

Total identifiable intangible assets

Management determined the fair value of acquired customer relationships by applying the multi-period excess earnings method, which involved the use of significant judgments and assumptions related to revenue growth rates, customer attrition rates, discount rates, and contributory asset charges.

Additionally, management determined the fair value of acquired orbital slots and spectrum assets using an avoided cost method, which involved the use of significant judgments and assumptions related to hypothetical lease payments, discount rates, and contributory asset charges.

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 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 $ 1.4 billion in revenue during fiscal year 2024, and $ 214.6 million of net loss during fiscal year 2024, 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 consolidated statements of operations.

In November 2023, as a part of an important milestone in the Company’s integration program following the Inmarsat Acquisition and as part of the Company’s ongoing strategy to streamline operations and better serve the Company’s growing customer base, the Company completed work on the rationalization of roles in the Company’s global business, which is intended to achieve both operational and cost efficiencies.

As part of the role rationalization, the Company reduced its global workforce and recorded total costs (primarily related to employee severance payments, benefits and related termination costs) of approximately $ 48 million during fiscal year 2024.

These one-time costs were recorded within operating expenses in the Company’s consolidated statements of operations across all three of the Company’s segments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Unaudited Pro Forma Financial Information

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 fiscal years ended March 31, 2024 and 2023 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.

Fiscal Years Ended

1 unchanged sentence

March 31, 2023

March 31, 2021

(In thousands)

Amortization of intangible assets

Capital expenditures

Note 5 —

Inmarsat Transaction

On November 8, 2021, the Company entered into a Share Purchase Agreement to combine with Connect Topco Limited, a private company limited by shares and incorporated in Guernsey (Inmarsat), with the shareholders of Inmarsat and certain management and employees who hold options and shares of a subsidiary of Inmarsat whose options and shares will be exchanged for shares of Inmarsat prior to closing (collectively, the Sellers).

Pursuant to the Share Purchase Agreement, the Company will purchase all of the issued and outstanding shares of Inmarsat from the Sellers upon the terms and subject to the conditions set forth therein (the Inmarsat Transaction).

The total consideration payable by the Company under the Share Purchase Agreement consists of $ 850.0 million in cash, subject to adjustments (including a reduction of $ 299.3 million as a result of the dividend paid by Inmarsat in April 2022), and approximately 46.36 million unregistered shares of the Company’s common stock.

The Company's stockholders approved the issuance of shares in the transaction and an amendment to the Company’s certificate of incorporation to increase the number of shares of common stock authorized for issuance at a special meeting held on June 21, 2022.

The closing of the Inmarsat Transaction is subject to customary closing conditions, including receipt of regulatory approvals and clearances.

The Share Purchase Agreement contains certain termination rights for both the Company and certain of the Sellers and further provides that, upon termination of the Share Purchase Agreement under certain circumstances, the Company may be obligated to pay a termination fee of up to $ 200.0 million or to reimburse certain out-of-pocket expenses of certain Sellers up to $ 40.0 million.

The Company has obtained financing commitments for an additional $ 1.6 billion of new debt facilities in connection with the Inmarsat Transaction (which may be secured and/or unsecured).

The Company also plans to assume $ 2.1 billion in principal amount of Inmarsat senior secured bonds and the outstanding indebtedness under Inmarsat’s $ 2.4 billion senior secured credit facilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Euro Broadband Infrastructure Sàrl

Total revenues

Net income (loss) attributable to Viasat, Inc.

Euro Broadband Infrastructure Sàrl

On April 30, 2021, the Company acquired the remaining 51 % interest in EBI, a broadband services provider, from Eutelsat.

9 unchanged sentences

As a result of the equity method investment remeasurement, recognition of previously unrecognized foreign currency gain and settlement of insignificant preexisting relationships, the Company recognized an insignificant total net gain included in other income, net, in the consolidated statements of operations and comprehensive income (loss) in the first quarter of fiscal year 2022.

The purchase price of $ 327.4 million was primarily comprised of $ 167.0 million of cash, net of what is currently estimated to be an immaterial amount of estimated purchase price consideration to be settled among the parties over the 24 months ( up to plus or minus €

20.0 million , or approximately $ 21.6 million, see Note 3 —

Fair Value Measurements for more information) from the closing date (which after consideration of approximately $ 121.7 million of EBI’s cash on hand, resulted in a net cash outlay of approximately $ 51.0 million) and the fair value of previously held equity method investment of approximately $ 160.4 million.

The purchase price of $ 327.4 million was primarily comprised of $ 167.0 million of cash, net of a then estimated immaterial amount of purchase price consideration and the fair value of previously held equity method investment of approximately $ 160.4 million.

The previously estimated purchase price consideration was determined approximately two years after the closing date, and as a result the Company received € 20.0 million, or approximately $ 22.0 million during the second quarter of fiscal year 2024 (see Note 3 — Fair Value Measurements for more information).

After consideration of cash paid, approximately $ 121.7 million of EBI’s cash on hand and receipt of $ 22.0 million, the transaction resulted in a net cash outlay of approximately $ 29.0 million.

The purchase price allocation of the acquired assets and assumed liabilities based on the estimated fair values as of April 30, 2021, slightly adjusted since the close of the acquisition, primarily between goodwill, identifiable intangible assets and property, equipment and satellites, is as follows:

6 unchanged sentences

Total consideration transferred

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Amounts assigned to identifiable intangible assets are being amortized on a straight-line basis over their determined useful lives (which approximates the economic pattern of benefit) and are as follows as of April 30, 2021:

3 unchanged sentences

Total identifiable intangible assets

At the closing of the acquisition, EBI became a wholly owned subsidiary of the Company and EBI’s operations have been included in the Company’s consolidated financial statements in the Company’s satellite services segment (with an insignificant amount included in the Company's commercial networks segment) commencing on the acquisition date.

As EBI’s results of operations are not material to the Company’s consolidated results of operations, pro forma results of operations for this acquisition have not been presented.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

As EBI’s results of operations are not material to the Company’s consolidated results of operations, pro forma results of operations for this acquisition have not been presented.

On April 30, 2021, the Company completed the acquisition of all outstanding shares of RigNet, a publicly held leading provider of ultra-secure, intelligent networking solutions and specialized applications.

2 unchanged sentences

and foreign income tax purposes.

The consideration transferred of approximately $ 317.9 million was primarily comprised of $ 207.2 million of the fair value of approximately 4.0 million shares of the Company’s common stock issued at the closing date, $ 107.3 million related to the pay down of outstanding borrowings of RigNet’s revolving credit facility, a de minimis amount in cash consideration in respect of fractional shares to the former shareholders of RigNet and an insignificant amount of other consideration.

In connection with the RigNet acquisition, the Company recorded zero and approximately $ 7.2 million of merger-related transaction costs for the fiscal years ended March 31, 2023 and March 31, 2022, respectively, included in selling, general and administrative expenses.

In connection with the RigNet acquisition, the Company recorded approximately $ 7.2 million of merger-related transaction costs in the fiscal year ended March 31, 2022, included in selling, general and administrative expenses.

The purchase price allocation of the acquired assets and assumed liabilities based on the estimated fair values as of April 30, 2021 is as follows:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Average Useful Life

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The consolidated financial statements include the operating results of RigNet from the date of acquisition.

Since the acquisition date on April 30, 2021, the Company recorded approximately $ 180.2 million in revenue for the fiscal year ended March 31, 2022, and $ 31.2 million of net losses for the fiscal year ended March 31, 2022, with respect to the RigNet business primarily in the Company’s satellite services segment (with a portion included in its commercial networks segment) in the consolidated statements of operations.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Unaudited Pro Forma Financial Information

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The pro forma financial information for the fiscal years ended March 31, 2022 and 2021 includes the business combination accounting effects primarily related to the amortization and depreciation changes from acquired intangible and tangible assets, acquisition-related transaction costs and related tax effects.

Fiscal Years Ended

March 31, 2022

The pro forma financial information for the fiscal year ended March 31, 2022 includes the business combination accounting effects primarily related to the amortization and depreciation changes from acquired intangible and tangible assets, acquisition-related transaction costs and related tax effects.

Fiscal Year Ended

March 31, 2022

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Net income (loss) attributable to Viasat, Inc.

Note 6 —

Goodwill and Acquired Intangible Assets

During fiscal year 2023 , the decrease in the Company’s goodwill relating to its continuing operations primarily related to the derecognition of an insignificant amount (approximately $ 8.5 million) of goodwill during the fourth quarter of fiscal year 2023 in our government systems segment that was previously not classified as held for sale.

See Note 4 —

Discontinued Operations —

for more information on discontinued operations.

Note 5 — Discontinued Operations

On January 3, 2023, the Company completed the Link-16 TDL Sale.

Accordingly, the Company classified the results of the Link-16 TDL Business as discontinued operations in its consolidated statements of operations for the fiscal years ended March 31, 2023 and 2022.

Upon completion of the Link-16 TDL Sale, the Company recorded a gain of approximately $ 1.66 billion (net of costs to sell of $ 40.8 million) in the fourth quarter of fiscal year 2023 within net income (loss) from discontinued operations, net of tax on the consolidated statements of operations and comprehensive income (loss) for fiscal year 2023.

The Link-16 TDL Sale substantially reduced both debt and net leverage, and allowed closer alignment in investment synergies between the Company's government systems segment and its other business segments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

agreement with respect to the supply of certain Link-16 and related products following the closing, and certain services agreements for the provision of engineering and support services for the transition of the Link-16 TDL Business following the closing, in each case subject to the terms and conditions set forth therein.

The impact of these agreements on the Company's consolidated financial statements was not significant.

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the Link-16 TDL Business that have been eliminated from continuing operations.

The following table presents key components of “Net income (loss) from discontinued operations, net of tax” for the fiscal years ended March 31, 2024, 2023 and 2022:

Fiscal Years Ended

March 31, 2024

March 31, 2023

March 31, 2022

(In thousands)

Operating expenses:

Cost of revenues

Other operating expenses

Net income (loss) from discontinued operations before income taxes

Gain (loss) on disposal of discontinued operations before income taxes, net of costs to sell

(Provision for) benefit from income taxes

Net income (loss) from discontinued operations, net of tax

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows.

The following table presents key cash flow and non-cash information related to discontinued operations for the fiscal years ended March 31, 2023 and 2022:

Fiscal Years Ended

March 31, 2023

March 31, 2022

(In thousands)

Amortization of intangible assets

Capital expenditures

Note 6 — Goodwill and Acquired Intangible Assets

During fiscal year 2024 , the increase in the Company’s goodwill primarily related to the Inmarsat Acquisition (see Note 4 — Acquisitions for more information) and foreign currency translation effect recorded within all three of the Company's segments.

During fiscal year 2023, the decrease in the Company's goodwill relating to its continuing operations primarily related to the derecognition of an insignificant amount (approximately $ 8.5 million) of goodwill during the fourth quarter of fiscal year 2023 in the Company's government systems segment that was previously not classified as held for sale.

See Note 5 — Discontinued Operations for more information on discontinued operations.

Additionally, the Company recorded an insignificant decrease of goodwill related to foreign currency translation effects across all three segments.

During fiscal year 2022 , the increase in the Company’s goodwill primarily related to the acquisitions of the remaining 51 % interest in EBI and of RigNet on April 30, 2021 (see Note 5 —

Acquisitions for more information), partially offset by foreign currency translation effects recorded within all three of the Company’s segments.

Other acquired intangible assets are amortized using the straight-line method over their estimated useful lives of two to 20 years (which approximates the economic pattern of benefit).

Amortization expense related to other acquired intangible assets was $ 227.2 million, $ 29.8 million and $ 28.7 million for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Other acquired intangible assets and the related accumulated amortization as of March 31, 2024 and 2023 is as follows:

As of March 31, 2024

As of March 31, 2023

(In thousands)

Contracts and customer relationships

Orbital slots and spectrum assets

Total other acquired intangible assets

The expected amortization expense of amortizable acquired intangible assets may change due to the effects of foreign currency fluctuations as a result of international businesses acquired.

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Expected for fiscal year 2029

Other acquired intangible assets and the related accumulated amortization as of March 31, 2023 and 2022 is as follows:

As of March 31, 2023

As of March 31, 2022

(In thousands)

Contracts and customer relationships

Satellite co-location rights

Total other acquired intangible assets

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In fiscal years 2023 and 2022, the gross amount and accumulated amortization for acquired identifiable intangible assets were reduced by the retirement of fully amortized assets that were no longer in use.

Note 7 —

The Company’s operating leases consist primarily of leases for office space, data centers and satellite ground facilities and have remaining terms from less than one year to 10 years, some of which include renewal options, and some of which include options to terminate the leases within one year.

Certain earth station leases have renewal terms that have been deemed to be reasonably certain to be exercised and as such have been recognized as part of the Company’s right-of-use assets and lease liabilities.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

In accordance with ASC 842, the Company reports operating lease right-of-use assets in operating lease right-of-use assets and the current and non-current portions of its operating lease liabilities in accrued and other liabilities and non-current operating lease liabilities, respectively.

The Company’s finance leases consist primarily of satellite lifetime Ka-band capacity leases and have remaining terms from less than one year to three years .

In fiscal year 2023, the gross amount and accumulated amortization for acquired identifiable intangible assets were reduced by the retirement of fully amortized assets that were no longer in use.

Note 7 — Leases

The Company’s operating leases consist primarily of leases for office space, data centers and satellite ground facilities and have remaining terms that typically range from less than one year to 14 years , some of which include renewal options, and some of which include options to terminate the leases within one year.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company recognizes right-of-use assets and lease liabilities for such leases in accordance with ASC 842.

The Company reports operating lease right-of-use assets in operating lease right-of-use assets and the current and non-current portions of its operating lease liabilities in accrued and other liabilities and non-current operating lease liabilities, respectively.

The Company’s finance leases consist primarily of satellite lifetime Ka-band capacity leases and have remaining terms from one year to approximately three years .

The Company reports assets obtained under finance leases in property, equipment and satellites, net and the current and non-current portions of its finance lease liabilities in current portion of long-term debt and other long-term debt, respectively.

During the fourth quarter of fiscal year 2023, after the completion of the Link-16 TDL Sale, the Company reduced its real estate footprint as part of cost-reduction measures taken in order to right-size the Company’s remaining businesses.

As a result, the Company recorded an impairment of right-of-use assets of $ 19.1 million and an impairment of leasehold improvements and furniture and fixtures of an insignificant amount, taking into consideration the current and anticipated future market conditions for sublease income in the markets the leases are located, recorded in the consolidated statements of operations in selling, general and administrative expenses spread across each of the Company's segments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The components of the Company's lease costs, weighted average lease terms and discount rates are presented in the tables below:

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Finance leases

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table details components of the consolidated statements of cash flows for operating and finance leases:

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Finance leases

The following table presents maturities of the Company’s lease liabilities as of March 31, 2023:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents maturities of the Company’s lease liabilities as of March 31, 2024:

Operating Leases

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Total future lease payments required

As of March 31, 2023 , the Company had $ 56.1 million of additional lease commitments with lease terms of three to sixteen years .

As of March 31, 2024 , the Company had $ 399.0 million of additional lease commitments with lease terms of four to fifteen years .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 8 —

Senior Notes and Other Long-Term Debt

Note 8 — Senior Notes and Other Long-Term Debt

Total long-term debt consisted of the following as of March 31, 2024 and 2023:

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(In thousands)

Inmarsat 2026 Notes

2022 Term Loan Facility

Revolving Credit Facility

2023 Term Loan Facility

Inmarsat Term Loan Facilities

Ex-Im Credit Facility

Viasat Revolving Credit Facility

Inmarsat Revolving Credit Facility

Finance lease obligations (see Note 7)

Unamortized discount and debt issuance costs

Unamortized discount, debt issuance costs and fair value adjustments made in purchase accounting

current portion of long-term debt

Total long-term debt

The estimated aggregate amounts and timing of payments on the Company’s long-term debt obligations as of March 31, 2023 for the next five fiscal years and thereafter were as follows (excluding the effects of discount accretion under the 2025 Notes, the 2027 Notes, the 2028 Notes, the Term Loan Facility and the Ex-Im Credit Facility):

The estimated aggregate amounts and timing of payments on the Company’s long-term debt obligations as of March 31, 2024 for the next five fiscal years and thereafter were as follows (excluding the effects of discount accretion under the Notes, the Term Loan Facilities and the Ex-Im Credit Facility):

For the Fiscal Years Ending

(In thousands)

unamortized discount and debt issuance costs

unamortized discount, debt issuance costs and fair value adjustments made in purchase accounting

2022 Term Loan Facility

In March 2022, the Company entered into a $ 700.0 million Term Loan Facility, which was fully drawn at closing and matures on March 4, 2029 .

In March 2022, the Company entered into the $ 700.0 million 2022 Term Loan Facility, which was fully drawn at closing and matures on March 4, 2029 .

At March 31, 2024, the Company had $ 687.8 million in principal amount of outstanding borrowings under the 2022 Term Loan Facility.

Borrowings under the 2022 Term Loan Facility are required to be repaid in quarterly installments of $ 1.75 million each, which commenced on September 30, 2022 , followed by a final installment of $ 654.5 million at maturity.

Borrowings under the Term Loan Facility bear interest, at the Company’s option, at either (1) a base rate equal to the greater of the administrative agent’s prime rate as announced from time to time, the federal funds effective rate plus 0.50%, and the forward-looking SOFR term rate administered by CME for a one-month interest period plus 1.00%, subject to a floor of 1.50% for the initial term loans, plus an applicable margin of 3.50%, or (2) the forward-looking SOFR term rate administered by CME for the applicable interest period, subject to a floor of 0.50% for the initial term loans, plus an applicable margin of 4.50%.

As of March 31, 2023, the effective interest rate on the Company’s outstanding borrowings under the Term Loan Facility was 9.95 % .

The Term Loan Facility is required to be guaranteed by certain significant domestic subsidiaries of the Company (as defined in the Term Loan Facility) and secured by substantially all of the Company’s and any such subsidiaries’

As of March 31, 2023, none of the Company’s subsidiaries guaranteed the Term Loan Facility.

Borrowings under the 2022 Term Loan Facility bear interest, at the Company’s option, at either (1) a base rate equal to the greater of the administrative agent’s prime rate as announced from time to time, the federal funds effective rate plus 0.50%, and the forward-looking term SOFR rate administered by CME for a one-month interest period plus 1.00%, subject to a floor of 1.50% for the initial term loans, plus an applicable margin of 3.50%, or (2) the forward-looking term SOFR rate administered by CME for the applicable interest period, subject to a floor of 0.50% for the initial term loans, plus an applicable margin of 4.50%.

As of March 31, 2024, the effective interest rate on the Company’s outstanding borrowings under the 2022 Term Loan Facility was 10.36 % .

The 2022 Term Loan Facility is required to be guaranteed by certain significant domestic subsidiaries of the Company (as defined in the 2022 Term Loan Facility) and secured by substantially

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

all of the Company’s and any such subsidiaries’ assets.

As of March 31, 2024, none of the Company’s subsidiaries guaranteed the 2022 Term Loan Facility.

The 2022 Term Loan Facility contains covenants that restrict, among other things, the ability of Company and its restricted subsidiaries to incur additional debt, grant liens, sell assets, make investments, pay dividends and make certain other restricted payments.

The Company was in compliance with its financial covenants under the 2022 Term Loan Facility as of March 31, 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Borrowings under the Term Loan Facility are recorded as current portion of long-term debt and as other long-term debt, net of unamortized discount and debt issuance costs, in the Company’s consolidated financial statements.

Borrowings under the 2022 Term Loan Facility are recorded as current portion of long-term debt and as other long-term debt, net of unamortized discount and debt issuance costs, in the Company’s consolidated financial statements.

The 2022 Term Loan Facility was issued with an original issue discount of 2.00 %, or $ 14.0 million.

The original issue discount and deferred financing cost associated with the issuance of the borrowings under the 2022 Term Loan Facility are amortized to interest expense on a straight-line basis over the term of the 2022 Term Loan Facility, the results of which are not materially different from the effective interest rate basis.

Revolving Credit Facility

As of March 31, 2023 , the Revolving Credit Facility provided a $ 700.0 million revolving line of credit (including up to $ 150.0 million of letters of credit), with a maturity date of January 18, 2024 .

At March 31, 2023, the Company had no outstanding borrowings under the Revolving Credit Facility and $ 42.6 million outstanding under standby letters of credit under the Revolving Credit Facility, leaving borrowing availability under the Revolving Credit Facility as of March 31, 2023 of $ 657.4 million.

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at either (1) the highest of the Federal Funds rate plus 0.50%, the Eurodollar rate plus 1.00%, or the administrative agent’s prime rate as announced from time to time, or (2) the Eurodollar rate, plus, in the case of each of (1) and (2), an applicable margin that is based on the Company’s total leverage ratio.

The Company has capitalized certain amounts of interest expense on the Revolving Credit Facility in connection with the construction of various assets during the construction period.

The Revolving Credit Facility is required to be guaranteed by certain significant domestic subsidiaries of the Company (as defined in the Revolving Credit Facility) and secured by substantially all of the Company’s and any such subsidiaries’

As of March 31, 2023, none of the Company’s subsidiaries guaranteed the Revolving Credit Facility.

The Revolving Credit Facility contains financial covenants regarding a maximum total leverage ratio and a minimum interest coverage ratio.

In addition, the Revolving Credit Facility contains covenants that restrict, among other things, the Company’s ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments.

The Company was in compliance with its financial covenants under the Revolving Credit Facility as of March 31, 2023 .

2023 Term Loan Facility

In connection with the closing of the Inmarsat Acquisition, on May 30, 2023, the Company entered into the $ 616.7 million 2023 Term Loan Facility, which was fully drawn at closing and matures on May 30, 2030 .

At March 31, 2024, the Company had $ 613.6 million in principal amount of outstanding borrowings under the 2023 Term Loan Facility.

Borrowings under the 2023 Term Loan Facility are required to be repaid in quarterly installments of $ 1.5 million each, which commenced on December 31, 2023 , followed by a final installment of $ 576.6 million at maturity.

Borrowings under the 2023 Term Loan Facility bear interest, at the Company's option, at either (1) a base rate equal to the greater of the administrative agent’s prime rate as announced from time to time, the federal funds effective rate plus 0.50%, and the forward-looking term SOFR rate administered by CME for a one-month interest period plus 1.00%, subject to a floor of 1.50% for the initial term loans, plus an applicable margin of 3.50%, or (2) the forward-looking term SOFR rate administered by CME for the applicable interest period, subject to a floor of 0.50% for the initial term loans, plus an applicable margin of 4.50%, plus a credit spread adjustment ranging from 0.11% to 0.43%.

As of March 31, 2024, the effective interest rate on the Company’s outstanding borrowings under the 2023 Term Loan Facility was 10.91 % .

The 2023 Term Loan Facility is required to be guaranteed by certain significant domestic subsidiaries of the Company (as defined in the 2023 Term Loan Facility) and secured by substantially all of the Company’s assets and any such subsidiaries' assets.

As of March 31, 2024, none of the Company’s subsidiaries guaranteed the 2023 Term Loan Facility.

The 2023 Term Loan Facility contains covenants that restrict, among other things, the ability of Company and its restricted subsidiaries to incur additional debt, grant liens, sell assets, make investments, pay dividends and make certain other restricted payments.

The Company was in compliance with its financial covenants under the 2023 Term Loan Facility as of March 31, 2024.

Borrowings under the 2023 Term Loan Facility are recorded as current portion of long-term debt and as other long-term debt, net of unamortized discount and debt issuance costs, in the Company’s consolidated financial statements.

The 2023 Term Loan Facility was issued with an original issue discount of 2.50 %, or $ 15.4 million.

The original issue discount and deferred financing cost associated with the issuance of the borrowings under the 2023 Term Loan Facility are amortized to interest expense on a straight-line basis over the term of the 2023 Term Loan Facility, the results of which are not materially different from the effective interest rate basis.

Bridge Facility

In connection with the closing of the Inmarsat Acquisition, on May 30, 2023, the Company entered into a $ 733.4 million unsecured Bridge Facility, which was fully drawn at closing and had an initial maturity date of May 30, 2024 (automatically converting to a term loan if not repaid by such date).

On September 28, 2023, the Company replaced the Bridge Facility with the 2031 Notes, in the same principal amount and at the same interest rate.

Ex-Im Credit Facility

The Ex-Im Credit Facility originally provided a $ 362.4 million senior secured direct loan facility, which was fully drawn.

Of the $ 362.4 million in principal amount of borrowings made under the Ex-Im Credit Facility, $ 321.2 million was used to finance up to 85 % of the costs of construction, launch and insurance of the ViaSat-2 satellite and related goods and services (including costs incurred on or after September 18, 2012), with the remaining $ 41.2 million used to finance the total exposure fees incurred under the Ex-Im Credit Facility (which included all previously accrued completion exposure fees).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

exposure fees).

As of March 31, 2024, the Company had $ 39.3 million in principal amount of outstanding borrowings under the Ex-Im Credit Facility.

Borrowings under the Ex-Im Credit Facility bear interest at a fixed rate of 2.38 %, payable semi-annually in arrears.

The effective interest rate on the Company’s outstanding borrowings under the Ex-Im Credit Facility, which takes into account timing and amount of borrowings and payments, exposure fees, debt issuance costs and other fees, is 4.54 %.

Borrowings under the Ex-Im Credit Facility are required to be repaid in 16 semi-annual principal installments, which commenced on April 15, 2018 , with a maturity date of October 15, 2025 .

The Ex-Im Credit Facility is guaranteed by Viasat and is secured by first-priority liens on the ViaSat-2 satellite and related assets, as well as a pledge of the capital stock of the borrower under the facility.

The Ex-Im Credit Facility contains financial covenants regarding Viasat’s maximum total leverage ratio and minimum interest coverage ratio.

In addition, the Ex-Im Credit Facility contains covenants that restrict, among other things, the Company’s ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments.

The Ex-Im Credit Facility contains financial covenants regarding Viasat’s maximum total leverage ratio and minimum interest coverage ratio.

The Company was in compliance with its financial covenants under the Ex-Im Credit Facility as of March 31, 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Borrowings under the Ex-Im Credit Facility are recorded as current portion of long-term debt and as other long-term debt, net of unamortized discount and debt issuance costs, in the Company’s consolidated financial statements.

The discount of $ 42.3 million (consisting of the initial $ 6.0 million pre-exposure fee, $ 35.3 million of completion exposure fees, and other customary fees) and deferred financing cost associated with the issuance of the borrowings under the Ex-Im Credit Facility are amortized to interest expense on an effective interest rate basis over the weighted average term of the Ex-Im Credit Facility and in accordance with the related payment obligations.

In August 2022, the Company amended the Ex-Im Credit Facility to provide additional covenant flexibility.

Certain of the amendments will become effective at and are conditional upon the closing of the Inmarsat Transaction.

Viasat Revolving Credit Facility

As of March 31, 2024 , the Viasat Revolving Credit Facility provided a $ 647.5 million revolving line of credit (including up to $ 150.0 million of letters of credit), with a maturity date of the earliest of (A) August 24, 2028 and (B) t he springing maturity date (as defined in the Viasat Revolving Credit Agreement, which is effectively 91 days prior to the maturity date of certain material debt for borrowed money of Viasat and its subsidiaries to the extent certain conditions have not been satisfied as of such date) .

At March 31, 2024, the Company had no outstanding borrowings under the Viasat Revolving Credit Facility and $ 56.0 million outstanding under standby letters of credit, leaving borrowing availability under the Viasat Revolving Credit Facility as of March 31, 2024 of $ 591.5 million.

Borrowings under the Viasat Revolving Credit Facility bear interest, at the Company’s option, at either (1) the highest of the federal funds rate plus 0.50%, forward-looking term SOFR (as defined in the definitive credit agreement governing the Viasat Revolving Credit Facility) for an interest period of one month plus 1.00%, or the administrative agent’s prime rate as announced from time to time, or (2) forward-looking term SOFR (not to be less than 0.00% per annum), plus, in the case of each of (1) and (2), an applicable margin that is based on the Company’s total leverage ratio.

The Company has capitalized certain amounts of interest expense on the Viasat Revolving Credit Facility in connection with the construction of various assets during the construction period.

The Viasat Revolving Credit Facility is required to be guaranteed by certain significant domestic subsidiaries of the Company (as defined in the Viasat Revolving Credit Facility) and secured by substantially all of the Company’s and any such subsidiaries’ assets .

As of March 31, 2024, none of the Company’s subsidiaries guaranteed the Viasat Revolving Credit Facility.

The Viasat Revolving Credit Facility contains financial covenants regarding a maximum total leverage ratio and a minimum interest coverage ratio.

In addition, the Viasat Revolving Credit Facility contains covenants that restrict, among other things, the Company’s ability to incur additional debt, grant liens, sell assets, make investments and acquisitions, make capital expenditures, pay dividends and make certain other restricted payments.

The Company was in compliance with its financial covenants under the Viasat Revolving Credit Facility as of March 31, 2024 .

Inmarsat Secured Credit Facilities

As of March 31, 2024 , the Inmarsat Secured Credit Facilities comprised an aggregate of $ 1.6 billion of Inmarsat Term Loan Facilities (consisting of the new $ 1.3 billion New Term Loan Facility and $ 300.0 million in aggregate principal amount of outstanding borrowings under the Original Term Loan Facility) and the $550.0 million Inmarsat Revolving Credit Facility (including up to $100.0 million of letters of credit).

As of March 31, 2024, Inmarsat had $1.6 billion in principal amount of outstanding borrowings under the Inmarsat Term Loan Facilities.

As of March 31, 2024, the Inmarsat Revolving

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Credit Facility was undrawn and there were no amounts outstanding under standby letters of credit, leaving borrowing availability under the Inmarsat Revolving Credit Facility as of March 31, 2024 of $ 550.0 million.

On March 28, 2024, the Inmarsat Secured Credit Facilities were amended to (among other matters):

(1) provide for the $ 1.3 billion New Term Loan Facility, the proceeds of which, together with cash on hand, were used to repay approximately $ 1.38 billion of the outstanding borrowings under the Original Term Loan Facility, resulting in $ 300.0 million in principal amount of borrowings remaining outstanding under the Original Term Loan Facility at the closing of the amendment, and (2) replace the prior $ 700.0 million revolving credit facility maturing in December 2024 with a new $ 550.0 million (undrawn) Inmarsat Revolving Credit Facility that matures in March 2027 or earlier and due on such date if more than $ 100.0 million of borrowings are outstanding 91 days prior to the maturity of either the Original Term Loan Facility or the Inmarsat 2026 Notes.

The maturity date for the New Term Loan Facility is September 28, 2029 .

Borrowings under the New Term Loan Facility are required to repaid in quarterly installments of $ 3.25 million each, beginning in the quarter ending June 30, 2024 , followed by a final installment of $ 1.23 billion at maturity.

As a result of the voluntary prepayments at the closing of the amendment, all quarterly amortization installments with respect to the Original Term Loan Facility have been reduced to $ 0 , with the only remaining scheduled principal repayment being a final installment of $ 300.0 million at the maturity date on December 12, 2026 .

Borrowings under the Inmarsat Secured Credit Facilities:

(1) in the case of borrowings denominated in U.S.

Dollars, bear interest, at Inmarsat's option, at either (i) the highest of (x) for Original Term Loan Facility, the greater of the federal funds rate or the overnight banking fund rate for such day plus 0.50% and for New Term Loan Facility, the federal funds rate plus 0.50%, (y) the forward-looking one-month term SOFR rate plus 1.00% or (z) the administrative agent's prime rate as announced from time to time, or (ii) the forward-looking term SOFR rate for the applicable interest period (subject to, in the case of the New Term Loan Facility, a floor of 0.50% per annum, in the case of the Inmarsat Revolving Credit Facility, a floor of 0.00% per annum and, in the case of the Original Term Loan Facility, a floor of 1.00% per annum), and (2) in the case of borrowings denominated in available currencies other than U.S.

Dollars, bear interest based upon the applicable benchmark for such currencies (as described in the Inmarsat Secured Credit Facilities) plus, in all cases, an applicable margin.

The applicable margin for the Original Term Loan Facility is 2.50% per annum for base rate loans and 3.50% per annum for SOFR loans.

The applicable margin for the New Term Loan Facility is 3.50% per annum for base rate loans and 4.50% per annum for SOFR loans.

The applicable margin for borrowings under the Inmarsat Revolving Credit Facility is based on Inmarsat’s total net leverage ratio and ranges between 1.50% and 2.25% per annum for base rate loans and 2.50% and 3.25% per annum for SOFR loans.

As of March 31, 2024, the weighted average effective interest rate on the Company's outstanding borrowings under the Inmarsat Term Loan Facilities, including the impact of interest rate cap contracts (see Note 1 — The Company and a Summary of Its Significant Accounting Policies — Derivatives for more information), was approximately 9.59 % .

The Inmarsat Secured Credit Facilities are required to be guaranteed by certain material Inmarsat subsidiaries and secured by substantially all of the assets of the Inmarsat borrowers and subsidiary guarantors.

The Inmarsat Secured Credit Facilities contain covenants that restrict, among other things, Inmarsat’s ability to incur additional debt, grant liens, sell assets, make investments and acquisitions, pay dividends and make certain other restricted payments.

In addition, financial covenants regarding Inmarsat’s total net leverage ratio and interest coverage ratio apply to the Inmarsat Revolving Credit Facility.

The borrowers under the Inmarsat Secured Credit Facilities were in compliance with the financial covenants under the Inmarsat Secured Credit Facilities as of March 31, 2024 .

Borrowings under the Inmarsat Term Loan Facilities are recorded as current portion of long-term debt and as other long-term debt, net of unamortized discount, unamortized fair value adjustment made in purchase accounting and debt issuance costs, in the Company’s consolidated financial statements.

The New Term Loan Facility was issued with an original issue discount of 2.00 %.

Senior Notes due 2031

On September 28, 2023, the Company issued $ 733.4 million in principal amount of 2031 Notes in a private placement to institutional buyers to replace the Bridge Facility.

The 2031 Notes were issued at face value and are recorded as long-term debt, net of debt issuance costs, in the Company’s consolidated financial statements.

The 2031 Notes bear interest at the rate of 7.500 % per year, payable semi-annually in cash in arrears, which interest payments will commence at the end of May 2024.

Debt issuance costs associated with the issuance of the 2031 Notes are amortized to interest expense on a straight-line basis over the term of the 2031 Notes, the results of which are not materially different from the effective interest rate basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The 2031 Notes are required to be guaranteed on an unsecured senior basis by each of the Company’s existing and future subsidiaries that guarantees the Viasat Revolving Credit Facility.

As of March 31, 2024, none of the Company’s subsidiaries guaranteed the 2031 Notes.

The 2031 Notes are the Company’s general senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future unsecured unsubordinated debt.

The 2031 Notes are effectively junior in right of payment to the Company’s existing and future secured debt, including under the Credit Facilities and the 2027 Notes (to the extent of the value of the assets securing such debt), are structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 2031 Notes, and are senior in right of payment to all of the Company’s existing and future subordinated indebtedness.

The indenture governing the 2031 Notes limits, among other things, the Company’s and its restricted subsidiaries’ ability to:

incur, assume or guarantee additional debt;

issue redeemable stock and preferred stock;

pay dividends, make distributions or redeem or repurchase capital stock;

prepay, redeem or repurchase subordinated debt;

make loans and investments;

grant or incur liens;

restrict dividends, loans or asset transfers from restricted subsidiaries;

sell or otherwise dispose of assets;

enter into transactions with affiliates;

reduce the Company’s satellite insurance;

and consolidate or merge with, or sell substantially all of their assets to, another person.

Prior to May 30, 2026, the Company may redeem up to 40% of the 2031 Notes at a redemption price of 107.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, from the net cash proceeds of specified equity offerings.

The Company may also redeem the 2031 Notes prior to May 30, 2026, in whole or in part, at a redemption price equal to 100 % of the principal amount thereof plus a “make whole” premium and any accrued and unpaid interest, if any, thereon to the redemption date.

The 2031 Notes may be redeemed, in whole or in part, at any time during the 12 months beginning on May 30, 2026 at a redemption price of 103.750 % , during the 12 months beginning on May 30, 2027 at a redemption price of 101.875 % , and at any time on or after May 30, 2028 at a redemption price of 100 %, in each case plus accrued and unpaid interest, if any, thereon to the redemption date.

In the event a change of control triggering event occurs (as defined in the indenture governing the 2031 Notes), each holder will have the right to require the Company to repurchase all or any part of such holder’s 2031 Notes at a purchase price in cash equal to 101 % of the aggregate principal amount of the 2031 Notes repurchased, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Senior Notes due 2028

In June 2020, the Company issued $ 400.0 million in principal amount of 2028 Notes in a private placement to institutional buyers.

The 2028 Notes were issued at face value and are recorded as long-term debt, net of debt issuance costs, in the Company’s consolidated financial statements.

The 2028 Notes bear interest at the rate of 6.500 % per year, payable semi-annually in cash in arrears, which interest payments commenced in January 2021.

Debt issuance costs associated with the issuance of the 2028 Notes are amortized to interest expense on a straight-line basis over the term of the 2028 Notes, the results of which are not materially different from the effective interest rate basis.

The 2028 Notes are required to be guaranteed on an unsecured senior basis by each of the Company’s existing and future subsidiaries that guarantees the Revolving Credit Facility.

As of March 31, 2023, none of the Company’s subsidiaries guaranteed the 2028 Notes.

The 2028 Notes are the Company’s general senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future unsecured unsubordinated debt.

The 2028 Notes are effectively junior in right of payment to the Company’s existing and future secured debt, including under the Credit Facilities and the 2027 Notes (to the extent of the value of the assets securing such debt), are structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 2028 Notes, and are senior in right of payment to all of the Company’s existing and future subordinated indebtedness.

The indenture governing the 2028 Notes limits, among other things, the Company’s and its restricted subsidiaries’

The 2028 Notes are required to be guaranteed on an unsecured senior basis by each of the Company’s existing and future subsidiaries that guarantees the Viasat Revolving Credit Facility.

As of March 31, 2024, none of the Company’s subsidiaries guaranteed the 2028 Notes.

The 2028 Notes are the Company’s general senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future unsecured unsubordinated debt.

The indenture governing the 2028 Notes limits, among other things, the Company’s and its restricted subsidiaries’ ability to:

incur, assume or guarantee additional debt;

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enter into transactions with affiliates;

reduce the Company’s satellite insurance;

and consolidate or merge with, or sell substantially all of their assets to, another person.

Prior to July 15, 2023, the Company may redeem up to 40% of the 2028 Notes at a redemption price of 106.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, from the net cash proceeds of specified equity offerings.

The Company may also redeem the 2028 Notes prior to July 15, 2023, in whole or in part, at a redemption price equal to 100 % of the principal amount thereof plus the applicable premium and any accrued and unpaid interest, if any, thereon to the redemption date.

The applicable premium is calculated as the greater of:

(i) 1.0% of the principal amount of such 2028 Notes and (ii) the excess, if any, of (a) the present value at such date of redemption of (1) the redemption price of such 2028 Notes on July 15, 2023 plus (2) all required interest payments due on such 2028 Notes through July 15, 2023 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the treasury rate (as defined under the indenture governing the 2028 Notes) plus 50 basis points, over (b) the then-outstanding principal amount of such 2028 Notes.

The 2028 Notes may be redeemed, in whole or in part, at any time during the 12 months beginning on July 15, 2023 at a redemption price of 103.250 % , during the 12 months beginning on July 15, 2024 at a redemption price of 101.625 % , and at any time on or after July 15, 2025 at a redemption price of 100 %, in each case plus accrued and unpaid interest, if any, thereon to the redemption date.

In the event a change of control triggering event occurs (as defined in the indenture governing the 2028 Notes), each holder will have the right to require the Company to repurchase all or any part of such holder’s 2028 Notes at a purchase price in cash equal to 101 % of the aggregate principal amount of the 2028 Notes repurchased, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Senior Secured Notes due 2027

In March 2019, the Company issued $ 600.0 million in principal amount of 2027 Notes in a private placement to institutional buyers.

The 2027 Notes were issued at face value and are recorded as long-term debt, net of debt issuance costs, in the Company’s consolidated financial statements.

The 2027 Notes bear interest at the rate of 5.625 % per year, payable semi-annually in cash in arrears, which interest payments commenced in October 2019.

Debt issuance costs associated with the issuance of the 2027 Notes are amortized to interest expense on a straight-line basis over the term of the 2027 Notes, the results of which are not materially different from the effective interest rate basis.

The 2027 Notes are required to be guaranteed on a senior secured basis by each of the Company’s existing and future subsidiaries that guarantees the Revolving Credit Facility.

As of March 31, 2023, none of the Company’s subsidiaries guaranteed the 2027 Notes.

The 2027 Notes are secured, equally and ratably with the Revolving Credit Facility and any future parity lien debt, by liens on substantially all of the Company’s assets.

The 2027 Notes are the Company’s general senior secured obligations and rank equally in right of payment with all of its existing and future unsubordinated debt.

The 2027 Notes are effectively senior to all of the Company’s existing and future unsecured debt (including the 2025 Notes and the 2028 Notes) as well as to all of any permitted junior lien debt that may be incurred in the future, in each case to the extent of the value of the assets securing the 2027 Notes.

The 2027 Notes are effectively subordinated to any obligations that are secured by liens on assets that do not constitute a part of the collateral securing the 2027 Notes, are structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 2027 Notes, and are senior in right of payment to all of the Company’s existing and future subordinated indebtedness.

The indenture governing the 2027 Notes limits, among other things, the Company’s and its restricted subsidiaries’

The 2027 Notes are required to be guaranteed on a senior secured basis by each of the Company’s existing and future subsidiaries that guarantees the Viasat Revolving Credit Facility.

As of March 31, 2024, none of the Company’s subsidiaries guaranteed the 2027 Notes.

The 2027 Notes are secured, equally and ratably with the 2022 Term Loan Facility, the 2023 Term Loan Facility, the Viasat Revolving Credit Facility and any future parity lien debt, by liens on substantially all of the Company’s and such subsidiaries' assets.

The 2027 Notes are the Company’s general senior secured obligations and rank equally in right of payment with all of its existing and future unsubordinated debt.

The 2027 Notes are effectively senior to all of the Company’s existing and future unsecured debt (including the 2025 Notes, the 2028 Notes and the 2031 Notes) as well as to all of any permitted junior lien debt that may be incurred in the future, in each case to the extent of the value of the assets securing the 2027 Notes.

The 2027 Notes are effectively subordinated to any obligations that are secured by liens on assets that do not constitute a part of the collateral securing the 2027 Notes (such as the Inmarsat 2026 Notes), are structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 2027 Notes, and are senior in right of payment to all of the Company’s existing and future subordinated indebtedness.

The indenture governing the 2027 Notes limits, among other things, the Company’s and its restricted subsidiaries’ ability to:

incur, assume or guarantee additional debt;

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enter into transactions with affiliates;

reduce the Company’s satellite insurance;

and consolidate or merge with, or sell substantially all of their assets to, another person.

The 2027 Notes may be redeemed, in whole or in part, at any time during the 12 months beginning on April 15, 2023 at a redemption price of 101.406 % and at any time on or after April 15, 2024 at a redemption price of 100 %, in each case plus accrued and unpaid interest, if any, thereon to the redemption date.

In the event a change of control triggering event occurs (as defined in the indenture governing the 2027 Notes), each holder will have the right to require the Company to repurchase all or any part of such holder’s 2027 Notes at a purchase price in cash equal to 101 % of the aggregate principal amount of the 2027 Notes repurchased, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The 2027 Notes may be redeemed, in whole or in part, at any time at a redemption price of 100 % plus accrued and unpaid interest, if any, thereon to the redemption date.

Senior Notes due 2025

In September 2017, the Company issued $ 700.0 million in principal amount of 2025 Notes in a private placement to institutional buyers.

The 2025 Notes were issued at face value and are recorded as long-term debt, net of debt issuance costs, in the Company’s consolidated financial statements.

The 2025 Notes bear interest at the rate of 5.625 % per year, payable semi-annually in cash in arrears, which interest payments commenced in March 2018.

Debt issuance costs associated with the issuance of the 2025 Notes are amortized to interest expense on a straight-line basis over the term of the 2025 Notes, the results of which are not materially different from the effective interest rate basis.

The 2025 Notes are required to be guaranteed on an unsecured senior basis by each of the Company’s existing and future subsidiaries that guarantees the Revolving Credit Facility.

As of March 31, 2023, none of the Company’s subsidiaries guaranteed the 2025 Notes.

The 2025 Notes are the Company’s general senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future unsecured unsubordinated debt.

The 2025 Notes are effectively junior in right of payment to the Company’s existing and future secured debt, including under the Credit Facilities and the 2027 Notes (to the extent of the value of the assets securing such debt), are structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 2025 Notes, and are senior in right of payment to all of the Company’s existing and future subordinated indebtedness.

Debt issuance costs

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The indenture governing the 2025 Notes limits, among other things, the Company’s and its restricted subsidiaries’

associated with the issuance of the 2025 Notes are amortized to interest expense on a straight-line basis over the term of the 2025 Notes, the results of which are not materially different from the effective interest rate basis.

The 2025 Notes are required to be guaranteed on an unsecured senior basis by each of the Company’s existing and future subsidiaries that guarantees the Viasat Revolving Credit Facility.

As of March 31, 2024, none of the Company’s subsidiaries guaranteed the 2025 Notes.

The 2025 Notes are the Company’s general senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future unsecured unsubordinated debt.

The indenture governing the 2025 Notes limits, among other things, the Company’s and its restricted subsidiaries’ ability to:

incur, assume or guarantee additional debt;

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enter into transactions with affiliates;

reduce the Company’s satellite insurance;

and consolidate or merge with, or sell substantially all of their assets to, another person.

The 2025 Notes may be redeemed, in whole or in part, at any time at a redemption price of 100 % plus accrued and unpaid interest, if any, thereon to the redemption date.

In the event a change of control triggering event occurs (as defined in the indenture governing the 2025 Notes), each holder will have the right to require the Company to repurchase all or any part of such holder’s 2025 Notes at a purchase price in cash equal to 101 % of the aggregate principal amount of the 2025 Notes repurchased, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Note 9 —

Common Stock and Stock Plans

Inmarsat Senior Secured Notes due 2026

In October 2019, certain subsidiaries of Inmarsat Holdings issued $ 2.08 billion in principal amount of Inmarsat 2026 Notes in a private placement to institutional buyers.

The Inmarsat 2026 Notes bear interest at the rate of 6.750 % per year, payable semi-annually in cash in arrears.

The Inmarsat 2026 Notes are secured by pari passu first priority liens on the collateral securing the Inmarsat Secured Credit Facilities, and are required to be guaranteed on a senior secured basis by restricted subsidiaries of Inmarsat Holdings that guarantee or are borrowers under Inmarsat’s senior secured indebtedness, subject to exceptions.

The Inmarsat 2026 Notes are required to be guaranteed by the subsidiaries guaranteeing the Inmarsat Secured Credit Facilities.

The indenture governing the Inmarsat 2026 Notes limits, among other things, the ability of the issuers and their restricted subsidiaries to:

incur, assume or guarantee additional debt;

issue redeemable stock and preferred stock;

pay dividends, make distributions or redeem or repurchase capital stock;

prepay, redeem or repurchase subordinated debt;

make loans and investments;

grant or incur liens;

restrict dividends, loans or asset transfers from restricted subsidiaries;

sell or otherwise dispose of assets;

enter into transactions with affiliates;

and consolidate or merge with, or sell substantially all of their assets to, another person.

The Inmarsat 2026 Notes may be redeemed, in whole or in part, at any time during the 12 months beginning on October 1, 2023 at a redemption price of 101.688 % , and at any time on or after October 1, 2024 at a redemption price of 100 %, in each case plus accrued and unpaid interest, if any, thereon to the redemption date.

In the event a change of control occurs (as defined in the indenture governing the Inmarsat 2026 Notes), each holder will have the right to require Inmarsat to repurchase all or any part of such holder’s Inmarsat 2026 Notes at a purchase price in cash equal to 101 % of the aggregate principal amount of the Inmarsat 2026 Notes repurchased, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The consummation of the Inmarsat Acquisition did not give rise to a “change of control” under the indenture governing the Inmarsat 2026 Notes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Inmarsat 2026 Notes are recorded as other long-term debt, net of unamortized fair value adjustment made in purchase accounting, in the Company’s consolidated financial statements.

Note 9 — Common Stock and Stock Plans

From time to time, the Company files universal shelf registration statements with the SEC for the future sale of an unlimited amount of common stock, preferred stock, debt securities, depositary shares, warrants and rights, which securities may be offered from time to time, separately or together, directly by the Company, by selling security holders, or through underwriters, dealers or agents at amounts, prices, interest rates and other terms to be determined at the time of the offering.

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The Company believes that such awards align the interests of its executive officers, employees, consultants and non-employee directors with those of its stockholders.

Shares of the Company’s common stock granted under the Equity Participation Plan in the form of stock options or stock appreciation right are counted against the Equity Participation Plan share reserve on a one for one basis and performance-based stock options are calculated assuming “maximum”

Shares of the Company’s common stock granted under the Equity Participation Plan as an award other than as an option or as a stock appreciation right with a per share purchase price lower than 100% of fair market value on the date of grant are counted against the Equity Participation Plan share reserve as two shares for each share of common stock subject to such awards.

Restricted stock units are granted to eligible employees and directors and represent rights to receive shares of common stock at a future date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In November 1996, the Company adopted the Viasat, Inc.

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The compensation cost that has been charged against income for the Equity Participation Plan under the authoritative guidance for share-based payments was $ 75.6 million, $ 75.0 million and $ 79.4 million, and for the Employee Stock Purchase Plan was $ 8.0 million, $ 7.1 million and $ 5.6 million, for the fiscal years ended March 31, 2024, 2023 and 2022 , respectively.

The Company capitalized $ 12.9 million, $ 10.6 million and $ 13.2 million of stock-based compensation expense as a part of the cost for software development for resale included in other assets and as a part of the equipment and software for internal use and satellites included in property, equipment and satellites, net for fiscal years 2023, 2022 and 2021, respectively.

As of March 31, 2023 , total unrecognized compensation cost related to unvested stock-based compensation arrangements granted under the Equity Participation Plan (including stock options, TSR performance stock options and restricted stock units) and the Employee Stock Purchase Plan was $ 174.4 million and $ 2.8 million, respectively.

These costs are expected to be recognized over a weighted average period of 0.5 years, 1.6 years and 2.8 years, for stock options, TSR performance stock options and restricted stock units, respectively, under the Equity Participation Plan and less than six months under the Employee Stock Purchase Plan.

The Company capitalized $ 10.7 million, $ 12.9 million and $ 10.6 million of stock-based compensation expense as a part of property, equipment and satellites, net for fiscal years 2024, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stock options, TSR performance stock options and employee stock purchase plan.

The Company’s stock options typically have a simple four-year vesting schedule (except for one - and three-year vesting schedules for options granted to the members of the Company’s Board of Directors) and a six-year contractual term.

The Company grants TSR performance stock options to executive officers under the Equity Participation Plan.

The number of shares of TSR performance stock options that will become eligible to vest based on the time-based vesting schedule described below is based on a comparison over a four-year performance period of the Company’s TSR to the TSR of the companies included in the S&P Mid Cap 400 Index.

The number of options that may become vested and exercisable will range from 0% to 175% of the target number of options based on the Company’s relative TSR ranking for the performance period.

The Company’s TSR performance stock options have a four-year time-based vesting schedule and a six-year contractual term.

As of March 31, 2024 , total unrecognized compensation cost related to unvested stock-based compensation arrangements granted under the Equity Participation Plan (including stock options, market-based performance stock options and restricted stock units) and the Employee Stock Purchase Plan was $ 137.2 million and $ 2.7 million, respectively.

These costs are expected to be recognized over a weighted average period of 1.0 years, 1.8 years and 2.5 years, for stock options, market-based performance stock options and restricted stock units, respectively, under the Equity Participation Plan and less than six months under the Employee Stock Purchase Plan.

Stock options, market-based performance stock options and employee stock purchase plan.

The Company grants total shareholder return (TSR) performance stock options to executive officers under the Equity Participation Plan.

The number of options that may become vested and exercisable will range from 0% to 175% of the target number of options based on the Company’s relative TSR ranking for the performance period.

The Company’s TSR performance stock options have a four-year time-based vesting schedule and a six-year contractual term.

The TSR performance stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions in order to become exercisable.

Expense for TSR performance stock options that time-vest is recognized regardless of the actual TSR outcome achieved and is recognized on a graded-vesting basis.

The weighted average estimated fair value of TSR performance stock options granted during fiscal years 2023, 2022 and 2021 was $ 25.06 , $ 31.11 and $ 19.25 per share, respectively, using the Monte Carlo simulation.

During the third quarter of fiscal year 2024, the Company granted price hurdle performance stock options to executive officers and certain other high-level employees under the 1996 Equity Participation Plan.

The price hurdle performance stock options must be vested under both a three-year time-based vesting schedule and a market-based vesting condition in order to become exercisable.

The number of options that may become vested and exercisable will range from 0% to 250% of the target number of options granted provided that depending on whether the forty-five calendar day trailing average market closing price of the Company's common stock ending on and including such date equals or exceeds certain levels.

The Company estimates the fair value of the TSR performance stock options and the price hurdle performance stock options (collectively, the market-based performance stock options) at the grant date using a Monte Carlo simulation.

Expense for market-based performance stock options that vest is recognized regardless of the actual outcome achieved and is recognized on a graded-vesting basis.

The weighted average estimated fair value of market-based performance stock options granted during fiscal years 2024, 2023 and 2022 was $ 16.01 , $ 25.06 and $ 31.11 per share, respectively, using the Monte Carlo simulation.

The weighted average estimated fair value of stock options granted and employee stock purchase plan shares issued during fiscal year 2024 was $ 15.73 and $ 8.79 per share, respectively, during fiscal year 2023 was $ 16.49 and $ 10.30 per share, respectively, and during fiscal year 2022 was $ 13.50 and $ 12.37 per share, respectively, using the Black-Scholes model.

1 unchanged sentence

Stock Options

TSR Performance Stock Options

Market-based Performance Stock Options

Employee Stock Purchase Plan

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Expected life

The Company’s expected volatility is a measure of the amount by which its stock price is expected to fluctuate over the expected term of the stock-based award.

The estimated volatilities for stock options and TSR performance options are based on the historical volatility calculated using the daily stock price of the Company’s stock over a recent historical period equal to the expected term.

The Company’s expected volatility is a measure of the amount by which its stock price is expected to fluctuate over the expected term of the stock-based award.

The estimated volatilities for stock options and market-based performance options are based on the historical volatility calculated using the daily stock price of the Company’s stock over a recent historical period equal to the expected term.

The risk-free interest rate that the Company uses in determining the fair value of its stock-based awards is based on the implied yield on U.S.

Treasury zero-coupon issues with remaining terms equivalent to the expected term of its stock-based awards.

The expected terms or lives of stock options and TSR performance stock options represent the expected period of time from the date of grant to the estimated date that the stock options under the Company’s Equity Participation Plan would be fully exercised.

The expected term assumption is estimated based primarily on the options’

vesting terms and remaining contractual life and employees’

expected exercise and post-vesting employment termination behavior.

The expected terms or lives of stock options and market-based performance stock options represent the expected period of time from the date of grant to the estimated date that the stock options under the Company’s Equity Participation Plan would be fully exercised.

The expected term assumption is estimated based primarily on the options’ vesting terms and remaining contractual life and employees’ expected exercise and post-vesting employment termination behavior.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

A summary of stock option activity for fiscal year 2024 is presented below:

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Vested and exercisable at March 31, 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The total intrinsic value of stock options exercised during fiscal years 2023, 2022 and 2021 was zero , an insignificant amount and zero , respectively.

All options issued under the Company’s Equity Participation Plan have an exercise price equal to the fair market value of the Company’s stock on the date of the grant.

The total intrinsic value of stock options exercised during fiscal years 2024, 2023 and 2022 was an insignificant amount, zero and an insignificant amount, respectively.

All options issued under the Company’s Equity Participation Plan have an exercise price equal to the fair market value of the Company’s stock on the date of the grant.

The Company recorded no excess tax benefits during fiscal years 2024, 2023 and 2022.

A summary of TSR performance stock option activity for fiscal year 2023 is presented below:

A summary of market-based performance stock option activity for fiscal year 2024 is presented below:

Exercise Price

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Outstanding at March 31, 2023

TSR performance options granted

TSR performance options canceled

TSR performance options exercised

Market-based performance options granted

Market-based performance options canceled

Market-based performance options exercised

Outstanding at March 31, 2024

Vested and exercisable at March 31, 2024

(1) Number of shares is based on the target number of options under each TSR performance stock option.

(1) Number of shares is based on the target number of options under each market-based performance stock option.

Restricted stock units.

Restricted stock units represent a right to receive shares of common stock at a future date determined in accordance with the participant’s award agreement.

There is no exercise price and no monetary payment required for receipt of restricted stock units or the shares issued in settlement of the award.

Instead, consideration is furnished in the form of the participant’s services to the Company.

Restricted stock units generally vest over four years (except for one - and three-year vesting schedules for restricted stock units granted to the members of the Company’s Board of Directors).

Instead, consideration is furnished in the form of the participant’s services to the Company.

Restricted stock units generally vest over four years (except for one - and three-year vesting schedules for restricted stock units granted to the members of the Company’s Board of Directors).

Compensation cost for these awards is based on the fair value on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period.

7 unchanged sentences

Vested and deferred at March 31, 2024

The total fair value of shares vested related to restricted stock units during the fiscal years 2023, 2022 and 2021 was $ 46.9 million, $ 66.0 million and $ 38.8 million, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 10 —

Shares Used In Computing Diluted Net Income (Loss) Per Share

The total fair value of shares vested related to restricted stock units during the fiscal years 2024, 2023 and 2022 was $ 34.1 million, $ 46.9 million and $ 66.0 million, respectively.

Note 10 — Shares Used In Computing Diluted Net Income (Loss) Per Share

The weighted average number of shares used to calculate basic and diluted net loss per share attributable to Viasat, Inc.

common stockholders is the same for the fiscal years ended March 31, 2024, 2023 and 2022, as the Company incurred a net loss from continuing operations (excluding income (loss) from continuing operations attributable to the noncontrolling interest) for such periods and inclusion of potentially dilutive weighted average shares of common stock would be antidilutive.

Potentially dilutive weighted average shares excluded from the calculation for fiscal years 2023, 2022 and 2021, respectively, consisted of 483,499 , 848,791 and 1,119,819 shares related to stock options (other than TSR performance stock options), 480,325 , 264,645 and 475,371 shares related to TSR performance stock options, 2,477,067 , 2,150,449 and 2,375,072 shares related to restricted stock units, and 699,680 , 417,308 and 405,632 shares related to certain terms of the Viasat 401(k) Profit Sharing Plan and Employee Stock Purchase Plan.

Note 11 —

Potentially dilutive weighted average shares excluded from the calculation for fiscal years 2024, 2023 and 2022, respectively, consisted of 242,973 , 483,499 and 848,791 shares related to stock options (other than market-based performance stock options), zero , 480,325 and 264,645 shares related to market-based performance stock options, 2,066,973 , 2,477,067 and 2,150,449 shares related to restricted stock units, and 1,127,606 , 699,680 and 417,308 shares related to certain terms of the Viasat 401(k) Profit Sharing Plan and Employee Stock Purchase Plan.

Note 11 — Income Taxes

The components of income (loss) before income taxes by jurisdiction are as follows:

2 unchanged sentences

United States

The benefit from (provision for) income taxes includes the following:

The (provision for) benefit from income taxes includes the following:

Fiscal Years Ended

2 unchanged sentences

Deferred tax benefit

Total benefit from (provision for) income taxes

Total (provision for) benefit from income taxes

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Significant components of the Company’s net deferred tax assets are as follows:

(In thousands)

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Deferred revenue

Interest carryforwards

Valuation allowance

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(In thousands)

Tax benefit (provision) at federal statutory rate

Tax (provision) benefit at federal statutory rate

State tax provision, net of federal benefit

Tax credits, net of valuation allowance

Valuation allowance on California R&D tax credits

Change in federal valuation allowances

Change in state valuation allowances

Non-deductible compensation

8 unchanged sentences

Change to indefinite reinvestment assertion (EBI)

Total benefit from (provision for) income taxes

Total (provision for) benefit from income taxes

As of March 31, 2024 , the Company had federal and state research & development (R&D) tax credit carryforwards of $ 115.8 million and $ 191.5 million, respectively, which begin to expire in fiscal year 2040 and fiscal year 2026 , respectively.

1 unchanged sentence

Beginning in fiscal year 2023, for federal income tax purposes, the Company is required to capitalize and amortize domestic research and development expenditures over five years and foreign research and development expenditures over 15 years under the Tax Cuts and Jobs Act of 2017, which delays the deductibility of these expenditures.

Although Congress may consider legislation that would defer capitalization and amortization requirements to later years, the Company has no assurance that the requirement will be repealed or otherwise modified.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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Future realization of existing deferred tax assets ultimately depends on future profitability and the existence of sufficient taxable income of appropriate character (for example, ordinary income versus capital gains) within the carryforward period available under tax law.

In the event that the Company’s estimate of taxable income is less than that required to utilize the full amount of any deferred tax asset, a valuation allowance is established, which would cause a decrease to income in the period such determination is made.

A valuation allowance of $ 150.0 million at March 31, 2023 and $ 78.1 million at March 31, 2022 has been established relating to state and foreign net operating loss carryforwards, state R&D tax credit carryforwards, and foreign tax credit carryforwards that, based on management’s estimate of future taxable income attributable to such jurisdictions and generation of additional research credits, are considered more likely than not to expire unused.

A valuation allowance of $ 353.6 million at March 31, 2024 and $ 150.0 million at March 31, 2023 has been established relating to federal, state and foreign net operating loss carryforwards, federal and state R&D tax credit carryforwards, and foreign tax credit carryforwards that, based on management’s estimate of future taxable income attributable to such jurisdictions and generation of additional research credits, are considered more likely than not to expire unused.

The valuation allowance at March 31, 2024 also includes other federal and state net deferred tax assets for cumulative timing differences.

During the second quarter of fiscal year 2024, in evaluating the Company’s ability to realize its U.S.

net deferred tax assets, the Company considered all available positive and negative evidence, including but not limited to operating results, forecasted ranges of future taxable income, and its recent satellite anomalies.

ASC 740 places more weight on the objectively verifiable evidence of current pre-tax losses and recent events than forecasts of future profitability.

Therefore, the Company determined it is more likely than not that its U.S.

net deferred tax assets will not be realized, excluding its deferred tax assets and liabilities related to the separate U.S.

tax return filings of Trellisware and the legacy Inmarsat entities.

As a result, the Company’s tax benefit for the fiscal year ended March 31, 2024 was reduced by a valuation allowance recorded against such U.S.

deferred tax assets.

In evaluating the Company's ability to realize the deferred tax asset for California R&D tax credits, the Company considered all available positive and negative evidence, including operating results and forecasted ranges of future taxable income, and determined it is more likely than not that a majority of its California R&D tax credits will not be realized due to reduced taxable income apportioned to California in connection with the Link-16 TDL Sale.

During the second quarter of fiscal year 2023, the Company determined it is more likely than not that a majority of its California R&D tax credits will not be realized due to reduced taxable income apportioned to California in connection with the Link-16 TDL Sale.

As a result, during the second quarter of fiscal year 2023, the Company recorded a valuation allowance of $ 69.0 million.

1 unchanged sentence

In the event there is a need to release the valuation allowance, a tax benefit will be recorded.

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

(In thousands)

Balance, beginning of fiscal year

Increase (decrease) related to prior year tax positions

Increases related to current year tax positions

Increase related to prior year tax positions

Decrease related to prior year tax positions

Increase related to current year tax positions

Increase related to business combinations

Expiration of the statute of limitations for the assessment of taxes

Balance, end of fiscal year

Of the total unrecognized tax benefits at March 31, 2023 , $ 105.2 million would reduce the Company’s annual effective tax rate if recognized, subject to valuation allowance consideration.

The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense.

As of March 31, 2023 and 2022, the Company has accrued interest and penalties of an insignificant amount and approximately $ 2.0 million, respectively.

The Company recognized a tax benefit of $ 1.1 million and $ 1.2 million for reductions of interest and penalties in income tax expense for the fiscal years ended March 31, 2023 and 2022, respectively.

In the next 12 months it is reasonably possible that the amount of unrecognized tax benefits will not change significantly.

Of the total unrecognized tax benefits at March 31, 2024 , $ 16.1 million would reduce the Company’s annual effective tax rate if recognized, based on the Company's valuation allowance position at March 31, 2024.

It is reasonably possible that there will not be a significant change in uncertain tax balances in the next 12 months.

The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense.

As of March 31, 2024 and 2023, the Company had accrued interest and penalties of approximately $ 16.9 million and an insignificant amount, respectively.

Approximately $ 19.2 million was recorded through goodwill as part of the purchase accounting for the Inmarsat Acquisition.

The Company recognized a tax benefit of $ 2.0 million, $ 1.1 million and $ 1.2 million for reductions of interest and penalties in income tax expense for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company is subject to periodic audits by domestic and foreign tax authorities.

By statute, the Company’s U.S.

federal and state income tax returns are subject to examination by the tax authorities for fiscal years 2021 and thereafter .

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With few exceptions, fiscal years 2020 and thereafter remain open to examination by foreign tax authorities.

Calendar years 2007, 2018 and thereafter remain open in the U.K.

for certain entities currently under enquiry.

Calendar years 2014 and thereafter remain open in Norway for certain entities currently under enquiry.

The Company believes that it has appropriate support for the income tax positions taken on its tax returns and its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 12 —

Employee Benefits

Note 12 — Employee Benefits

The Company is a sponsor of a voluntary deferred compensation plan under Section 401(k) of the Internal Revenue Code.

Under the plan, the Company may make discretionary contributions to the plan which vest over three years.

The Company’s discretionary matching contributions to the plan are based on the amount of employee contributions and can be made in cash or the Company’s common stock at the Company’s election.

Subsequent to the 2023 fiscal year end, the Company elected to settle the discretionary contributions liability in shares of the Company’s common stock, consistent with fiscal year 2022.

Based on the closing price of the Company’s common stock at the 2023 fiscal year end, the Company would issue approximately 960,402 shares of common stock at this time.

The Company’s discretionary matching contributions to the plan are based on the amount of employee contributions and can be made in cash or the Company’s common stock at the Company’s election.

Subsequent to the 2024 fiscal year end, the Company elected to settle the discretionary contributions liability in shares of the Company’s common stock, consistent with fiscal year 2023.

Based on the closing price of the Company’s common stock at the 2024 fiscal year end, the Company would issue approximately 1,550,702 shares of common stock at this time.

Discretionary contributions accrued by the Company as of March 31, 2024 and 2023 amounted to $ 28.1 million and $ 32.5 million, respectively.

Note 13 —

Note 13 — Related-Party Transactions

In the normal course of business, the Company engages in transactions with its equity method investments (Navarino UK and JSAT Mobile), which are considered related-party transactions.

The Company recognized revenue from Navarino UK and JSAT Mobile for the fiscal year ended March 31, 2024 of $ 64.4 million.

The Company received cash of $ 61.1 million from Navarino UK and JSAT Mobile for the fiscal year ended March 31, 2024.

Accounts receivable from Navarino UK and JSAT Mobile as of March 31, 2024 was $ 13.2 million.

Note 14 — Commitments

From time to time, the Company enters into satellite construction agreements as well as various other satellite-related purchase commitments, including with respect to the provision of launch services, operation of its satellites and satellite insurance.

As of March 31, 2023, future minimum payments under the Company’s satellite construction contracts and other satellite-related purchase commitments for the next five fiscal years and thereafter were as follows:

As of March 31, 2024, future minimum payments under the Company’s satellite construction contracts and other satellite-related purchase commitments for the next five fiscal years and thereafter were as follows:

Fiscal Years Ending

(In thousands)

The Company’s contracts with satellite manufacturers require the Company to make monthly in-orbit satellite performance incentive payments with respect to certain satellites in commercial service, including interest, through fiscal year 2028, subject to the continued satisfactory performance of the applicable satellites.

The Company records the net present value of these expected future payments as a liability and as a component of the cost of the satellites.

As of March 31, 2023 , the Company’s estimated satellite performance incentive obligations and accrued interest for the applicable satellites were approximately $ 20.0 million, of which $ 5.3 million and $ 14.7 million have been classified as current in accrued liabilities and non-current in other liabilities, respectively.

Under these satellite construction contracts, the Company may incur up to $ 22.6 million in total costs for satellite performance incentive obligations and related interest earned with potential future minimum payments of $ 5.7 million, $ 5.5 million, $ 5.8 million, $ 4.7 million and an insignificant amount in fiscal years 2024, 2025, 2026, 2027 and 2028 , respectively, with no commitments thereafter.

As of March 31, 2024 , the Company’s estimated satellite performance incentive obligations and accrued interest for the applicable satellites were approximately $ 15.9 million, of which $ 5.7 million and $ 10.2 million have been classified as current in accrued liabilities and non-current in other liabilities, respectively.

Under these satellite construction contracts, the Company may incur up to $ 17.4 million in total costs for satellite performance incentive obligations and related interest earned with potential future minimum payments of $ 6.0 million, $ 5.8 million, $ 4.7 million, an insignificant amount and zero in fiscal years 2025, 2026, 2027, 2028 and 2029 , respectively, with no commitments thereafter.

The Company has various other purchase commitments under satellite capacity agreements which are used to provide satellite networking services to its customers for future minimum payments of approximately $ 124.2 million, $ 38.2 million, $ 30.1 million, $ 29.8 million and $ 31.9 million in fiscal years 2025, 2026, 2027, 2028 and 2029 , respectively, and $ 20.8 million of further minimum payments thereafter.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 14 —

Contingencies

Note 15 — Contingencies

Periodically, the Company is involved in a variety of claims, suits, investigations and proceedings arising in the ordinary course of business, including government investigations and claims, and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters.

10 unchanged sentences

Government agencies.

In addition, if the Company fails to obtain an “adequate”

determination of its various accounting and management internal control business systems from applicable U.S.

In addition, if the Company fails to obtain an “adequate” determination of its various accounting and management internal control business systems from applicable U.S.

Government agencies or if allegations of impropriety are made against it, the Company could suffer serious harm to its business or its reputation, including its ability to bid on new contracts or receive contract renewals and its competitive position in the bidding process.

As of March 31, 2023, the DCAA had completed its incurred cost audit for fiscal years 2004, 2016, 2019, 2020 and 2021.

The DCMA approved the Company’s incurred costs for those fiscal years with the exception of 2021, which is pending.

The DCMA also approved the Company’s incurred costs for fiscal years 2005 through 2015, 2017, 2018 and 2022 without further audit based on the determination of low risk.

As of March 31, 2024, the DCMA had approved the Company's incurred costs through fiscal year 2022 with the exception of 2021, which is pending.

The DCMA is currently auditing the Company's 2023 incurred cost submission.

Although the Company has recorded contract revenues subsequent to fiscal year 2020 based upon an estimate of costs that the Company believes will be approved upon final audit or review, the Company does not know the outcome of any ongoing or future audits or reviews and adjustments and if future adjustments exceed the Company's estimates its profitability would be adversely affected.

As of March 31, 2024 and 2023 , the Company had $ 16.6 million and $ 12.9 million, respectively, in contract-related reserves for its estimate of potential refunds to customers for potential cost adjustments on several multi-year U.S.

1 unchanged sentence

This reserve is classified as either an element of accrued liabilities or as a reduction of unbilled accounts receivable based on the status of the related contracts.

Certain matters resolved during fiscal year 2023

Certain matters resolved during fiscal years 2024 and 2023

On July 8, 2022, Cisco Systems, Inc.

(Cisco), which previously acquired Acacia Communications, Inc.

(Acacia), paid the Company approximately $ 62.2 million.

The payment fully satisfied the July 2019 judgment previously entered against Acacia related to Acacia's breach of contract and misuse of the Company's soft decision forward error correction technology.

During the second quarter of fiscal year 2023, the Company recorded $ 55.8 million as product revenues in the Company's commercial networks segment and $ 6.4 million as interest income with respect to such payment.

On May 8, 2023, subsequent to the fiscal year end, Cisco paid the Company an additional approximately $ 97.5 million pursuant to a judgment entered against Acacia on May 4, 2023.

The 2023 judgment obligates Acacia to make contractual royalty payments to the Company based on the quarterly sales of certain of its products.

Like the prior July 2019 judgment, the May 2023 judgment was entered against Acacia due to its breach of contract and continued use of the Company’s soft decision forward error correction technology.

The ultimate resolution of the matter is currently unknown;

Acacia has until July 10, 2023 to appeal the May 2023 judgment.

(Acacia), paid the Company $ 62.2 million in full satisfaction of the July 2019 judgment previously entered against Acacia related to Acacia's breach of contract and misuse of the Company's soft decision forward error correction technology.

On May 8, 2023, Cisco paid the Company an additional $ 97.5 million under protest, pursuant to a judgment entered against Acacia on May 4, 2023 also related to Acacia's continued use of the Company's soft decision forward error correction technology.

The 2023 judgment obligated Acacia to make contractual royalty payments to the Company based on the quarterly sales of certain of its products.

Acacia appealed the May 2023 judgment and on September 29, 2023, the Company and Acacia settled all pending litigation between them.

As a result, in the second quarter of fiscal year 2024 the Company recorded $ 99.9 million as product revenues in the Company's commercial networks segment and $ 7.2 million as interest income.

Additionally, the Company may receive ongoing licensing and royalty payments under the settlement agreement.

Note 16 — Segment Information

The Company’s reportable segments (satellite services, commercial networks and government systems) are primarily distinguished by the type of customer and the related contractual requirements.

The Company’s satellite services segment provides a wide range of satellite-based broadband and narrowband services to a diverse customer base, including commercial airlines, maritime commercial shipping fleets, offshore service vessel operators, commercial fishing companies, residential customers, and small and medium-sized businesses and enterprises.

The Company’s commercial networks segment develops and offers a wide array of advanced satellite and wireless products, antenna systems and networks and terminal solutions that support or enable the provision of fixed and mobile broadband and narrowband

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 15 —

Product Warranty

The Company provides limited warranties on its products for periods of up to five years .

The Company records a liability for its warranty obligations when products are shipped or they are included in long-term construction contracts based upon an estimate of expected warranty costs.

For mature products, the warranty cost estimates are based on historical experience with the particular product.

For newer products that do not have a history of warranty costs, the Company bases its estimates on its experience with the technology involved and the types of failures that may occur.

It is possible that the Company’s underlying assumptions will not reflect the actual experience and, in that case, future adjustments will be made to the recorded warranty obligation.

The following table reflects the change in the Company’s warranty accrual in fiscal years 2023, 2022 and 2021.

Fiscal Years Ended

March 31, 2023

March 31, 2022

March 31, 2021

(In thousands)

Balance, beginning of period

Change in liability for warranties issued in period

Settlements made (in cash or in kind) during the period

Balance, end of period

Note 16 —

Segment Information

The Company’s reporting segments (satellite services, commercial networks and government systems) are primarily distinguished by the type of customer and the related contractual requirements.

The Company’s commercial networks segment develops and offers advanced satellite and wireless broadband platforms, ground networking equipment, radio frequency and advanced microwave solutions, ASIC chip design, satellite payload development and space-to-earth connectivity systems, some of which are ultimately used by the Company’s satellite services segment.

The Company’s government systems segment provides global mobile broadband services to military and government users and develops and offers network-centric, IP-based fixed and mobile secure communications products and solutions.

services some of which are ultimately used by the Company’s satellite services segment.

The Company’s government systems segment provides global mobile broadband services and narrowband products and services to military and government users and develops and offers network-centric, internet protocol-based fixed and mobile secure communications products and solutions.

The Company’s segments are determined consistent with the way management currently organizes and evaluates financial information internally for making operating decisions and assessing performance.

As described in Note 1 —

The Company and a Summary of Its Significant Accounting Policies and Note 4 —

Discontinued Operations, on October 1, 2022, the Company entered into an Asset Purchase Agreement to sell certain assets and assign certain liabilities comprising the Link-16 TDL Business to L3Harris.

The Company’s segments are determined consistent with the way management currently organizes and evaluates financial information internally for making operating decisions and assessing performance.

As described in Note 1 — The Company and a Summary of Its Significant Accounting Policies and Note 5 — Discontinued Operations, on October 1, 2022, the Company entered into an Asset Purchase Agreement to sell certain assets and assign certain liabilities comprising the Link-16 TDL Business to L3Harris.

In accordance with ASC 205-20, the Company determined that the Link-16 TDL Business met held-for-sale and discontinued operations accounting criteria at the end of the second quarter of fiscal year 2023.

Accordingly, the segment information for the periods prior to the measurement date of a discontinued operation that is part of a reportable segment is required to be restated to reflect the discontinued operation classification.

Therefore, the discontinued operations have been excluded from segment results for all periods presented.

Further, as the discontinued operation is part of a reportable segment but not the entire reportable segment, the costs previously allocated to a discontinued operation have been reasonably allocated to the remaining operating segments.

Therefore, certain corporate and other indirect costs previously allocated to the Link-16 TDL Business have been allocated across all three segments for the periods presented.

Therefore, the discontinued operations have been excluded from segment results for all periods presented prior to the date the Link-16 TDL Sale was completed.

On January 3, 2023, the Company completed the Link-16 TDL Sale.

See Note 4 —

Discontinued Operations for additional information.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

See Note 5 — Discontinued Operations for additional information.

Segment revenues and operating profits (losses) for the fiscal years ended March 31, 2024, 2023 and 2022 were as follows:

21 unchanged sentences

accounts receivable, unbilled accounts receivable, inventory, acquired intangible assets and goodwill.

The Company’s property and equipment, including its satellites, earth stations and other networking equipment, are assigned to corporate assets as they are available for use by the various segments throughout their estimated useful lives.

Segment assets as of March 31, 2024 and 2023 were as follows:

March 31, 2024

March 31, 2023

(In thousands)

5 unchanged sentences

Corporate assets

Assets of discontinued operations

Other acquired intangible assets, net and goodwill included in segment assets as of March 31, 2024 and 2023 were as follows:

Other Acquired Intangible

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

(In thousands)

8 unchanged sentences

Government systems

Total amortization of acquired intangible

Total amortization of acquired intangible assets

Revenues by geographic area for the fiscal years ended March 31, 2024, 2023 and 2022 were as follows:

1 unchanged sentence

(In thousands)

customers (each country individually

insignificant)

customers (each country individually insignificant)

Total revenues

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company distinguishes revenues from external customers by geographic area based on customer location.

The net book value of long-lived assets located outside the United States was $ 262.4 million at March 31, 2023 and $ 145.2 million at March 31, 2022 .

The net book value of long-lived assets located outside the United States was approximately $ 2.0 billion at March 31, 2024 and approximately $ 262.4 million at March 31, 2023 , including a net book value of long-lived assets located in the United Kingdom of $ 1.3 billion (primarily related to the Inmarsat Acquisition) and an insignificant amount as of March 31, 2024 and March 31, 2023 , respectively.

Note 17 — Subsequent Event

As of March 31, 2024, the Company managed and reported its operating results through three reportable segments:

satellite services, commercial networks and government systems.

In May 2024, certain organizational changes were made that are expected to impact the Company’s future internal reporting and reportable segments.

The new segment reporting structure is expected to better reflect the Company's strategy following the Inmarsat Acquisition, diverse global end markets, and certain organizational and leadership changes that allow the Company's chief operating decision maker to better assess the operational performance of and allocate resources to its multiple product lines.

The Company's service-based businesses are expected to be reported together as a single reportable segment (referred to as the communication services segment), given that these businesses share significant resources including satellites, ground networks, business platforms and infrastructure.

The Company's remaining product-lines that do not utilize the shared infrastructure or intellectual property and the portion of the Company's government businesses that do not rely on the shared infrastructure platforms and other related costs shared by the Company's satellite communications segment, are expected to be aggregated into a single reportable segment (referred to as the defense and advanced technologies segment).

The Company expects that the change to its reportable segments will be effective commencing with the first quarter of fiscal year 2025.

VALUATION AND QUALIFYING ACCOUNTS

4 unchanged sentences

Charged to costs and expenses

Charged to goodwill*

Balance, March 31, 2022

Charged to costs and expenses

Charged to goodwill*

Balance, March 31, 2023

Charged to costs and expenses

Charged to goodwill**

Balance, March 31, 2024

* Related to the acquisitions of RigNet and EBI

** Related to the acquisition of Inmarsat

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 9A. Controls and Procedures