SecProbe.io

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 VIA EDGAR
 May 12, 2025 United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549-3561

 Re:
 SES S.A.
 Registration Statement on Form F-4
 Filed May 8, 2025
 File No. 333-286828
 Ladies and Gentlemen: SES S.A., a
 société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the
Company’s Registration Statement on Form F-4 (File No. 333-286828) (the “Registration Statement”) be accelerated and that it be declared effective on
May 14, 2025 at 9:30 a.m. Eastern time, or as soon as practicable thereafter. Please contact Eric Scarazzo, of Gibson,
Dunn & Crutcher LLP by telephone at (212) 351-2389 or via email at EScarazzo@gibsondunn.com.as soon as the Registration Statement has been declared effective, or if you have any other questions or
concerns regarding this matter. Sincerely, SES S.A.

 By:

 /s/ Sandeep Jalan

 Sandeep Jalan

 Chief Financial Officer

 SES société anonyme

 Tel. +352 710 725 287

 Company Register No. B 81 267

 Château de Betzdorf

 Fax +352 710 725 280

 Identification No. LU18953352

 L-6815 Betzdorf

 c/o mathis.prost@ses.com

 Luxembourg

 www.ses.com

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 May 8, 2025
 VIA EDGAR Laura Veator, Staff Accountant
 Stephen Krikorian, Accounting Branch Chief Securities and
Exchange Commission Division of Corporation Finance Office
of Real Estate & Construction 100 F Street, NE
 Washington, D.C. 20549-3561

 Re:
 SES S.A.
 Registration Statement on Form F-4
 Filed April 29, 2025
 File No. 333-286828
 Dear Ms. Veator and Mr. Krikorian:
 On behalf of SES S.A. (the “ Company ”), please find responses to the comments of the staff of the Securities and
Exchange Commission (the “ Staff ”) contained in the Staff’s letter dated May 1, 2025 (the “ Comment Letter ”) regarding the Registration Statement on Form F-4
filed by the Company on April 29, 2025 (the “ Registration Statement ”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.
 Set forth below in bold are the comments contained in the Staff’s Comment Letter pertaining to the Registration Statement. Immediately
below the Staff’s comment is the Company’s response. For the convenience of the Staff’s review, the numbered paragraphs below correspond to the numbered comments in the Staff’s Comment Letter.
 Unaudited Pro Forma Condensed Combined Financial Information
 Note 4 - Acquisition-related pro forma adjustments, page 122

 1.
 We note your disclosure on page 11 that at the Closing your RSUs and PSUs will be canceled and converted to
rights to receive cash and CVRs. Please clarify if any unvested RSUs or PSUs will be accelerated, or performance conditions modified, in contemplation of the Acquisition. If so, tell us how you considered including the related compensation expense
as an adjustment to your pro forma income statement assuming the awards had vested as of January 1, 2024. Refer to Article 11-01 (a)(8) of Regulation S-X.
 RESPONSE:
 The Company acknowledges the Staff’s comment and the guidance in Article 11-01
(a)(8) of Regulation S-X. In accordance with the Share Purchase Agreement, all of Intelsat’s unvested RSUs and PSUs will have an accelerated vesting on the transaction Closing Date based on an automatic
change in control clause which was already in place prior to contemplation of the Acquisition, triggering a one-off compensation expense of $33.4 million for MC PSUs and RSUs (plus additional amounts for other grant holders subject to change in
control clauses) which will be recorded in the pre-acquisition income statement of Intelsat and settled out of the $2.6 billion of Closing Cash Consideration. SES has not directed and will not receive any benefit for the acceleration of
Intelsat’s RSU and/or PSU plans. As there are no replacement awards and no future service requirements, the
compensation expense will not impact the post-closing compensation expense of the Combined Group, and therefore, SES management takes the view that there should not be a pro forma adjustment recorded in this respect.
 Post-closing, the Company expects that Intelsat employees will participate in the existing stock-based compensation plans
available to current staff members of SES. At this point in time, we do not have post-closing information in respect of the number of Intelsat executives to be retained by the Combined Group and their relevant seniority levels.
 The Company has therefore elected to retain Intelsat’s U.S. GAAP 2024 RSU / PSU compensation charge of $47.0 million
in the pro forma financial income statement (adjusted for IFRS as disclosed in Note 3 to the Unaudited Pro Forma Condensed Combined Financial Information) as a proxy for the ongoing financial impact of the Company share-based compensation expense of
future awards for Intelsat executive staff and believes that the combined pro forma share-based compensation expense presented reflects appropriately the continuing impact thereof.

 Gibson, Dunn & Crutcher LLP
 200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com

 2.
 Your disclosure on page 11 states that “On September 27, 2024, Intelsat issued a distribution of
$500 million out of Intelsat’s share premium to Intelsat shareholders. As a result of such distribution, the Closing Cash Consideration payable by SES in connection with the Acquisition as of the date of this prospectus has been reduced to
$2.6 billion.” Please reconcile this with your disclosure that SES will pay $3.1 billion in cash at the Closing and your purchase price allocation disclosed on page 125.
 RESPONSE:
 The Company acknowledges the Staff’s comment and confirms that the Preliminary Purchase Consideration of $3.1 billion
will be reduced by a $500 million distribution to the Intelsat shareholders which occurred in September 2024 consistent with the Share Purchase Agreement. Adjusting for the distribution, Closing Cash Consideration will be $2.6 billion. As
a result, the Company will amend on pages 103,107,108,121,123 and 125 the purchase consideration, net cash position, and goodwill in the pro forma financial statement information .
 D. Financing adjustments, page 125

 3.
 Please clarify if you intend to draw down any additional amounts under your bridge facility or term loan
facility in connection with Acquisition. If so, tell us how you considered including these borrowings in your pro forma statement of financial position as of December 31, 2024, and the related interest expense in your pro forma income statement
assuming the borrowings had been drawn down on January 1, 2024. Refer to Article 11-01 (a)(8) of Regulation S-X.
 RESPONSE:
 The Company acknowledges the Staff’s comment and confirms that it does not intend to draw down any additional amounts
under the Bridge Facility or Term Loan A Facility specifically in connection with the Closing Cash Consideration of the Acquisition, but rather will settle the amount due on closing using existing cash holdings, including those raised by the Hybrid
financing in September 2024. However, SES management continues to investigate options to optimize the debt structure of
the Combined Group and may seek to redeem some of the Intelsat Jackson Notes but has made no commitment to do so and hence no adjustment in this regard has been made to the pro forma financial statements (see section titled
“ SES—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments ” beginning on page 130 of the Registration Statement). In the case of any such redemption, the Company may
draw down amounts under the Bridge Facility and / or the Term Loan A Facility. *  * *
 If the Staff of the SEC has any questions or comments regarding the foregoing, please contact Eric Scarazzo, of Gibson, Dunn &
Crutcher LLP by telephone at (212) 351-2389 or via email at EScarazzo@gibsondunn.com .

 Sincerely,

 SES S.A.

 By:

 /s/ Sandeep Jalan

 Sandeep Jalan

 Chief Financial Officer

 Gibson, Dunn & Crutcher LLP
 200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

Adel Al-Saleh
Chief Executive Officer
SES S.A.
Ch teau de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg

 Re: SES S.A.
 Registration Statement on Form F-4
 Filed April 29, 2025
 File No. 333-286828
Dear Adel Al-Saleh:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 4 - Acquisition-related pro forma adjustments, page 122

1. We note your disclosure on page 11 that at the Closing your RSUs and
PSUs will be
 canceled and converted to rights to receive cash and CVRs. Please
clarify if any
 unvested RSUs or PSUs will be accelerated, or performance conditions
modified, in
 contemplation of the Acquisition. If so, tell us how you considered
including the
 related compensation expense as an adjustment to your pro forma income
statement
 assuming the awards had vested as of January 1, 2024. Refer to Article
11-01 (a)(8) of
 Regulation S-X.
 May 1, 2025
Page 2
2. Your disclosure on page 11 states that On September 27, 2024,
Intelsat issued a
 distribution of $500 million out of Intelsat s share premium to
Intelsat shareholders.
 As a result of such distribution, the Closing Cash Consideration payable
by SES in
 connection with the Acquisition as of the date of this prospectus has
been reduced to
 $2.6 billion. Please reconcile this with your disclosure that SES
will pay $3.1 billion
 in cash at the Closing and your purchase price allocation disclosed on
page 125.
D. Financing adjustments, page 125

3. Please clarify if you intend to draw down any additional amounts under
your bridge
 facility or term loan facility in connection with Acquisition. If so,
tell us how you
 considered including these borrowings in your pro forma statement of
financial
 position as of December 31, 2024, and the related interest expense in
your pro forma
 income statement assuming the borrowings had been drawn down on January
1, 2024.
 Refer to Article 11-01 (a)(8) of Regulation S-X.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Mitchell Austin at 202-551-3574 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Eric Scarazzo
</TEXT>
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 April 16, 2025

Adel Al-Saleh
Chief Executive Officer
SES S.A.
Ch teau de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg

 Re: SES S.A.
 Amendment No. 2 to Draft Registration Statement on Form F-4
 Submitted April 1, 2025
 CIK No. 0001347408
Dear Adel Al-Saleh:

 We have reviewed your amended draft registration statement and have the
following
comment.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 2 to Draft Registration Statement on Form F-4
SES Management's Discussion and Analysis of Financial Condition and Results Of
Operations
Liquidity and Capital Resources As Of and For The Year Ended December 31, 2024
and
December 31, 2023
Capital Expenditure, page 123

1. Please clarify if the costs you expect to incur in connection with the
development of
 the IRIS system, described on page 105, are included in your projected
future capital
 expenditures. If not, tell us what consideration you gave to disclosing
these expected
 costs, or a range of expected costs, if material. Please also clarify
your expected
 April 16, 2025
Page 2

 sources of funding for these expenditures.
 Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Matthew Crispino at 202-551-3456 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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<TEXT>
 March 21, 2025

Adel Al-Saleh
Chief Executive Officer
SES S.A.
Ch teau de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg

 Re: SES S.A.
 Correspondence Submitted March 7, 2025
 Amendment No. 1 to Draft Registration Statement on Form S-4
 CIK No. 0001347408
Dear Adel Al-Saleh:

 We have reviewed your correspondence and have the following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form F-4
Presentation of Financial and Other Information, page 2

1. In your response to prior comment one of our letter dated December 5,
2024, you
 identify a number of factors as to why you lack sufficient information
to determine a
 reasonable fair value of the CVRs to present in the pro forma financial
information.
 You further indicate that once the acquisition has closed, you intend to
engage a
 valuation specialist to perform purchase price allocation for purposes
of business
 combination accounting and to assist in the assessment of the fair value
of the CVRs.
 However, the factors you identify appear to relate to uncertainties that
would still be
 present once the acquisition has closed, rather than specific
information that you need
 to estimate the fair value, incorporating these uncertainties. Please
further clarify how
 March 21, 2025
Page 2

 you considered including a provisional amount for this liability in a
future amendment
 as of the most recent practicable date prior to the effectiveness of
your registration
 statement or presenting a range of possible outcomes. Clarify the
specific information
 that you do not have with respect to facts and circumstances that exist
as of this date
 preventing you from estimating a provisional amount. Also, tell us how
you
 considered information used in the negotiations of the terms of this
transaction in
 determining a provisional amount or a range of possible outcomes. In
this regard, your
 disclosures should include information that will enable readers to
understand the
 magnitude of the liability. Refer to Article 11-02(a)(10) and(11)(ii)(A)
and (B) of
 Regulation S-X.
2. Clarify how you will evaluate whether the factors used by the valuation
specialist to
 determine the fair value of the CVRs after the acquisition has closed
reflect
 information about facts and circumstances that existed as of the
acquisition date rather
 than results from events that occurred after the acquisition date. In
this regard, your
 response appears to refer to activities and events that will take place
after the
 acquisition has closed that you will use to determine the fair value.
Refer to
 paragraphs 45 and 47 and IFRS 3.
3. We will review your pro forma information and disclosures, once included
in a future
 amendment with your updated financial statements for the year ended
December 31,
 2024, and may have additional comments with respect to the CVRs.
 Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Matthew Crispino at 202-551-3456 or Larry Spirgel at
202-551-3815 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

February 3, 2025
Adel Al-Saleh
Chief Executive Officer
SES S.A.
Château de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg
Re:SES S.A.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted January 17, 2025
CIK No. 0001347408
Dear Adel Al-Saleh:
            We have reviewed your amended draft registration statement and have the following
comment. Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 5, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Financial Statements of SES S.A.
Notes to Consolidated Financial Statements
Note 11 - Earnings Per Share, page F-45
1.Based on your revised disclosure in response to prior comment 14, it appears that
Class A shares represent 66% of total weighted average number of shares outstanding
as of 12/31/23 and Class B shares represent 34% of total weighted average number of
shares outstanding as of 12/31/23. Clarify how you calculate 83% and 17% for
purposes of allocating profit to Class A shareholders and Class B shareholders,
respectively.

February 3, 2025
Page 2
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Larry Spirgel at 202-551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

December 5, 2024
Adel Al-Saleh
Chief Executive Officer
SES S.A.
Château de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg
Re:SES S.A.
Draft Registration Statement on Form S-4
Submitted November 8, 2024
CIK No. 0001347408
Dear Adel Al-Saleh:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-4
Presentation of Financial and Other Information, page 2
1.When you update your registration statement to include the financial statements of
SES and Intelsat for the year ended December 31, 2024, please ensure you include all
the pro forma financial information required by Article 11 of Regulation S-X. Please
also ensure your pro forma financial statements describe how you will account for the
Contingent Value Rights (CVRs) and the authoritative accounting literature upon
which you are relying. Disclose the methodology used to value the CVR’s, the
significant assumptions made, and the potential future impacts to your financial
statements.

December 5, 2024
Page 2
Questions and Answers about the Acquisition and the Contingent Value Rights
Q: Is Intelsat shareholder approval required to consummate the Acquisition?, page 4
2.Clarify that although Intelsat shareholders are required to approve the Acquisition,
Intelsat is not subject to the federal proxy rules or a public reporting company, so a
shareholder's recourse against the company may be limited under the federal securities
laws.
Q: What are the CVRs?, page 5
3.Rather than just relying upon a cross reference, please include a brief Plain English
description of what the CVRs are intended to represent.
Risks related to the Transactions, page 16
4.Include a risk factor highlighting the fact that although the receipt of the CVRs are
contingent upon the Liquidation occurring, Intelsat is not an issuer in this transaction,
so a shareholder's rights under the federal securities laws relating to the Acquisition,
issuance of the CVRs and Liquidation against Intelsat or its management and directors
will be limited.
Risk Factors
SES relies on a limited number of launch providers to launch its satellites, page 34
5.You indicate in this and the following risk factor that you are dependent upon a
limited number of launch providers and a small number of satellite manufacturers. To
the extent you are substantially dependent on any providers or manufacturers, please
disclose the material terms of your agreements with them and file the agreements as
exhibits to your registration statement. Refer to Item 21 of Form F-4 and Item
601(b)(10)(ii) of Regulation S-K.
Risks Relating to Intelsat's Business, page 46
6.Clarify why you have included separate risk factors relating to Intelsat's business.  The
value of the securities being offered are tied to possible sales of spectrum by SES in
the future, not to any monetization of spectrum by Intelsat.  If retained following the
addition of clarifying language, consider whether any of these risks are significant
enough to warrant separate risk factors. Refer to Item 3 of Form F-4 and Item 105 of
Regulation S-K.
About the Acquisition
Overview / Background of the Transactions, page 49
7.We note that Intelsat's board of directors received a fairness opinion from its financial
advisor in connection with the transactions. Please provide the information called for
by Item 1015(b) of Regulation M-A and file the opinion as an exhibit.  Refer
to Items 4(b) and 21(c) of Form F-4.
SES's Reasons for the Transactions, page 54
You indicate in this section that in approving the merger with Intelsat, "the SES Board
considered the strategic alternatives available to SES in the United States, 8.

December 5, 2024
Page 3
Luxembourg and globally." Please revise your discussion to identify the strategic
alternatives considered by SES' board.
Intelsat - Management's Discussion and Analysis of Financial Condition and Results of
Operations
Adjusted EBITDA
Note 1, page 142
9.Revise your disclosures to clarify the amounts associated with expenses relating to
Intelsat’s employee retention incentive plans. Clarify the nature of these expenses and
how they are not cash operating expenses necessary to run your business. Refer to
question 100.01 of the Commission’s Non-GAAP Compliance and Disclosure
Interpretations
Note 2, page 143
10.Revise your disclosures to quantify each adjustment included in “Non-recurring and
non-cash items” and clarify how these are not cash operating expenses necessary to
run your business. Tell us how you considered the guidance in question 100.01 of the
Commission’s Non-GAAP Compliance and Disclosure Interpretations, including that
the Staff views an operating expense that occurs occasionally, including at irregular
intervals, as recurring.
Security Ownership of Certain Beneficial Owners and Management of SES, page 155
11.Please disclose the natural person(s) who have voting and/or investment control over
the Class A shares held by Lazard Asset Management, David A. Tepper and ATLAS
Infrastructure Partners (UK) Ltd.
Financial Statements of SES S.A.
Notes to Consolidated Financial Statements
Note 2 - Summary of Material Accounting Policies
Revenue Recognition, page F-26
12.Your disclosure indicates that for contracts in which you sell multiple goods and
services, you evaluate at contract inception whether the goods and services represent
separate performance obligations. Please revise your disclosures to clarify the goods
and services that are sold together, the factors you considered in determining whether
they represent distinct performance obligations, and how you recognize revenue for
each bundle of distinct goods and services identified. In your response, clarify how
you considered the factors in paragraphs 27 through 30 of IFRS 15 in making this
determination.
Deeply Subordinated Fixed Rate Resettable Securities (Perpetual Bond), page F-33
Please revise your disclosures to clarify the circumstances under which coupon
payments can be deferred and tell us how you considered IAS 32.AG6 in determining
to classify these instruments as equity rather than liabilities. Clarify how you do not
have a contractual obligation to make coupon payments. The same comment applies
to the Hybrid Dual-tranche Bond Offering that was settled on September 12, 2024, as
disclosed on page F-91. Please revise your disclosures to clarify the maturity dates, 13.

December 5, 2024
Page 4
redemption features and contractually required principal and interest payments
relating to these bonds. Clarify how you will classify these instruments in your
financial statements and the basis for this classification.
Note 11 - Earnings Per Share, page F-45
14.Please disclose the numerator used in calculating basic and diluted earnings per share
for each of your Class A and Class B shares and provide a reconciliation of these
amounts to total profit or loss attributable to the parent for each period presented.
Refer to paragraph 70 of IAS 33.
Note 35 - Subsequent Events
Intelsat Acquisition, page F-91
15.You disclose that the transaction is fully supportive of SES’s financial policy and is
underpinned by expected total synergies equivalent to 85% of the total equity value of
the transaction. Please further clarify this statement, including how you determined
the assumptions used to calculate the expected synergies are reasonable and
supportable such that inclusion of this forward looking information in your financial
statements is appropriate.
Financial Statements of Intelsat S.A.
Notes to Consolidated Financial Statements
Note 1 - Background and Summary of Significant Accounting Policies
C-band Spectrum Clearing, page F-104
16.Please further clarify how you determined to account for ARP receipts and
reimbursable expenditures in accordance with ASC 610. In your response, clarify the
specific non-financial assets that are being de-recognized, how you controlled them
prior to entering into the agreement, and how control was transferred as a result of the
agreement. Clarify the carrying value of the assets, if any, at the date of transfer.
Please also clarify why the estimated reimbursement payments are included in the
total transaction price. In this regard, it appears these reimbursements relate to costs
you have capitalized as satellites and property and equipment that you continue to
control and intend to use in your operations. Tell us how you considered accounting
for the reimbursements as a reduction of the cost of these assets. Please also clarify
why the reimbursements are included in income from operations while the gain on
disposition of ARP rights is non-operating income.
Note 3 - Fresh Start Accounting
(d) Consolidated Balance Sheet, page F-119
17.Your disclosures indicate that your fresh start accounting adjustments resulted in write
downs of goodwill of $1,293 million and intangible assets of $1,245 million. Please
tell us how you considered whether there were any impairment indicators present
during the period you filed for bankruptcy and through the date the bankruptcy court
approved the final plan. Describe the results of any quantitative tests performed and
explain any differences between valuations used for these impairment tests and the
amount determined for your reorganization value.

December 5, 2024
Page 5
Note 4 - Revenue Recognition, page F-126
18.Please clarify whether the services relating to your CA contracts are sold together
with equipment and installation services and how you determined that each of these
represents a distinct good or service. In your response, tell us how you considered all
the factors in ASC 606-10-25-19 through 25-22, including whether you sell these
goods and services separately. Revise your disclosures accordingly.
Note 8 - Goodwill and Intangibles
(b) Other Intangible Assets, page F-144
19.Clarify how your Orbital Slot Rights were impacted by your C-band spectrum
clearing and relocation activities and how you considered whether these activities
resulted in impairment to these assets.
Signatures, page II-5
20.The registration statement must be signed by your principal accounting officer
or controller. Further, any person who occupies more than one of the specified offices,
for example, principal financial officer and principal accounting officer or controller,
must indicate each capacity in which he signs the registration statement. See
Instructions 1 and 2 for signatures on Form F-4, and revise.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Larry Spirgel at 202-551-3815 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology