2018 INTELSAT 20-F Printshop Copy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35878 INTELSAT S.A. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization) 4 rue Albert Borschette Luxembourg Grand-Duchy of Luxembourg L-1246 (Address of principal executive offices) Michelle V. Bryan, Esq. Executive Vice President, General Counsel and Chief Administrative Officer Intelsat S.A. 4, rue Albert Borschette L-1246 Luxembourg Telephone: +352 27-84-1600 Fax: +352 27-84-1690 (Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered Common Shares, nominal value $0.01 per share New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report. 138,018,894 common shares, nominal value $0.01 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated Filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐ * The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued U.S. GAAP ☒ Other ☐ by the International Accounting Standards Board ☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ TABLE OF CONTENTS Page Part I Forward-Looking Statements 1 Item 1 Identity of Directors, Senior Management and Advisors 2 Item 2 Offer Statistics and Expected Timetable 3 Item 3 Key Information 3 Item 3A Selected Financial Data 3 Item 3B Capitalization and indebtedness 5 Item 3C Reasons for the offer and use of proceeds 5 Item 3D Risk Factors 5 Item 4 Information on the Company 16 Item 4A History and development of the company 16 Item 4B Business Overview 17 Item 4C Organizational Structure 39 Item 4D Property, plant and equipment 39 Item 4A Unresolved Staff Comments 40 Item 5 Operating and Financial Review and Prospects 40 Item 5A Operating Results 49 Item 5B Liquidity and capital resources 57 Item 5C Research and development, patents and licenses 62 Item 5D Trend information 62 Item 5E Off-balance sheet arrangements 63 Item 5F Tabular disclosure of contractual obligations 63 Item 5G Safe Harbor 64 Item 6 Directors, Senior Management and Employees 64 Item 6A Directors and senior management 64 Item 6B Compensation of Executive Officers and Directors 66 Item 6C Board practices 69 Item 6D Employees 70 Item 6E Share ownership 70 Item 7 Major Shareholders and Related Party Transactions 72 Item 7A Major shareholders 72 Item 7B Related party transactions 72 Item 7C Interests of experts and counsel 72 Item 8 Financial information 72 Item 8A Consolidated statements and other financial information 72 Item 8B Significant changes 73 Item 9 The Offer and Listing 73 Item 9A Offer and listing details 73 Item 9B Plan of Distribution 73 Item 9C Markets 73 Item 9D Selling Shareholders 73 Item 9E Dilution 73 Item 9F Expenses of the Issue 73 Item 10 Additional Information 73 Item 10A Share capital 73 Item 10B Memorandum and articles of association 73 Item 10C Material contracts 74 Page Item 10D Exchange controls 76 Item 10E Taxation 76 Item 10F Dividends and paying agents 79 Item 10G Statements by experts 79 Item 10H Documents on display 79 Item 10I Subsidiary information 80 Item 11 Quantitative and Qualitative Disclosures about Market Risk 80 Item 12 Description of Securities Other than Equity Securities 81 Part II Item 13 Defaults, Dividend Arrearages and Delinquencies 81 Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 81 Item 15 Controls and Procedures 81 Item 16 [Reserved] 81 Item 16A Audit Committee Financial Expert 82 Item 16B Code of Ethics 82 Item 16C Principal Accountant Fees and Services 82 Item 16D Exemptions from the Listing Standards for Audit Committees 82 Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 82 Item 16F Change in Registrant’s Certifying Accountant 82 Item 16G Corporate Governance 83 Item 16H Mine Safety Disclosure 83 Part III Item 17 Financial Statements 83 Item 18 Financial Statements 83 Item 19 Exhibits 83 Index to Exhibits 84 Signatures 90 Index to Consolidated Financial Statements F- 1 FORWARD-LOOKING STATEMENTS Some of the statements in this Annual Report on Form 20-F, or Annual Report, and oral statements made from time to time by our representatives constitute forward-looking statements that do not directly or exclusively relate to historical facts. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements as long as they are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements. When used in this Annual Report, the words “may,” “will,” “ might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. Examples of these forward-looking statements include, but are not limited to, statements regarding the following: our belief that the growing worldwide demand for reliable broadband connectivity everywhere at all times, together with our leadership position in our attractive sector, global scale, efficient operating and financial profile, diversified customer sets and sizeable contracted backlog, provide us with a platform for long-term success; our belief that the new and differentiated capacity of our next generation Intelsat EpicNG satellites will provide inventory to help offset recent trends of pricing pressure in our network services business; our outlook that the increased volume of services provided by our Intelsat EpicNG fleet is expected to stabilize business activity in the network services sector; our expectation that over time incremental demand for capacity to support the new 4K format, also known as ultra-high definition, could compensate for reductions in demand related to use of new compression technologies in our media business; our expectation that our investment in a new generation of ground hardware will simplify access to satellite communications, potentially opening much larger and faster growing sectors

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