10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 001-38228

Maxar Technologies Inc.

Delaware	83-2809420
(State or jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1300 W. 120th Avenue, Westminster, Colorado	80234
(Address of principal executive offices)	(Zip Code)

303-684-7660

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock par value of $0.0001 per share	MAXR	New York Stock Exchange Toronto Stock Exchange

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 such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

As of October 27, 2022, there were 74,561,562 shares of the registrant’s common stock, at $0.0001 par value, outstanding.

Maxar Technologies Inc.

Quarterly Report on Form 10-Q

For the period ended September 30, 2022

HIDDEN ROW
Item Number
Table of Contents
PART I
1.	Financial Statements	3
	Unaudited Condensed Consolidated Statements of Operations	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
3.	Quantitative and Qualitative Disclosures about Market Risk	45
4.	Controls and Procedures	45
PART II
1.	Legal Proceedings	46
1A.	Risk Factors	46
2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
3.	Defaults Upon Senior Securities	71
4.	Mine Safety Disclosures	71
5.	Other Information	71
6.	Exhibits	71
	Signatures	74

2

PART I. FINANCIAL INFORMATION

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Operations

(In millions, except per share amounts)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues:
Product	$	161	$	166	$	469	$	498
Service		275		271		810		804
Total revenues		436		437		1,279		1,302
Costs and expenses:
Product costs, excluding depreciation and amortization		125		144		380		448
Service costs, excluding depreciation and amortization		95		93		280		286
Selling, general and administrative		110		89		320		261
Depreciation and amortization		64		74		199		221
Gain on sale of assets		(1)		—		(1)		—
Operating income		43		37		101		86
Interest expense, net		30		25		129		127
Other expense (income), net		12		(2)		7		(6)
Income (loss) before taxes		1		14		(35)		(35)
Income tax expense (benefit)		5		—		6		(10)
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Net (loss) income per common share:
Basic	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)
Diluted	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

3

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Other comprehensive income (loss), net of tax:
Unrealized gain on interest rate swaps		11		3		23		13
Foreign currency translation adjustments		(1)		—		(2)		(1)
Gain on pension and other postretirement benefit plans		—		1		—		3
Other comprehensive income, net of tax		10		4		21		15
Comprehensive income (loss), net of tax	$	6	$	18	$	(20)	$	(10)

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

4

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Balance Sheets

(In millions)

	September 30,		December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	28	$	47
Trade and other receivables, net		399		355
Inventory, net		39		39
Advances to suppliers		27		31
Prepaid assets		32		35
Other current assets		64		22
Total current assets		589		529
Non-current assets:
Orbital receivables, net		348		368
Property, plant and equipment, net		1,036		940
Intangible assets, net		712		787
Non-current operating lease assets		136		145
Goodwill		1,627		1,627
Other non-current assets		109		102
Total assets	$	4,557	$	4,498
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	91	$	75
Accrued liabilities		73		43
Accrued compensation and benefits		65		111
Contract liabilities		245		289
Current portion of long-term debt		22		24
Current operating lease liabilities		33		42
Other current liabilities		70		38
Total current liabilities		599		622
Non-current liabilities:
Pension and other postretirement benefits		125		134
Operating lease liabilities		136		138
Long-term debt		2,172		2,062
Other non-current liabilities		64		79
Total liabilities		3,096		3,035
Commitments and contingencies
Stockholders’ equity:
Common stock ($0.0001 par value, 240 million common shares authorized; 74.3 million and 72.7 million issued and outstanding at September 30, 2022 and December 31, 2021, respectively)		—		—
Additional paid-in capital		2,256		2,235
Accumulated deficit		(763)		(720)
Accumulated other comprehensive loss		(32)		(53)
Total Maxar stockholders' equity		1,461		1,462
Noncontrolling interest		—		1
Total stockholders' equity		1,461		1,463
Total liabilities and stockholders' equity	$	4,557	$	4,498

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

5

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In millions)

	Nine Months Ended
	September 30,
	2022		2021
Cash flows provided by (used in):
Operating activities:
Net loss	$	(41)	$	(25)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		199		221
Stock-based compensation expense		35		31
Amortization of debt issuance costs and other non-cash interest expense		12		11
Loss from early extinguishment of debt		53		41
Cumulative adjustment to SXM-7 revenue		—		30
Deferred income tax expense		1		2
Other		11		(3)
Changes in operating assets and liabilities:
Trade and other receivables, net		(31)		(33)
Accounts payable and liabilities		5		(57)
Contract liabilities		(44)		(20)
Other		(9)		(12)
Cash provided by operating activities - continuing operations		191		186
Cash used in operating activities - discontinued operations		—		(1)
Cash provided by operating activities		191		185
Investing activities:
Purchase of property, plant and equipment and development or purchase of software		(226)		(156)
Acquisition of investment		(2)		—
Cash used in investing activities - continuing operations		(228)		(156)
Financing activities:
Cash paid to extinguish existing Term Loan B		(1,341)		—
Proceeds from amendment of Term Loan B, net of discount		1,329		—
Repurchase of 9.75% 2023 Notes, including premium		(537)		(384)
Proceeds from issuance of 7.75% 2027 Notes		500		—
Net proceeds from Revolving Credit Facility		125		—
Debt issuance costs paid		(27)		—
Settlement of securitization liability		(10)		(9)
Repayments of long-term debt		(12)		(7)
Net proceeds from issuance of common stock		—		380
Other		(10)		(4)
Cash provided by (used in) financing activities - continuing operations		17		(24)
(Decrease) increase in cash, cash equivalents, and restricted cash		(20)		5
Effect of foreign exchange on cash, cash equivalents, and restricted cash		—		—
Cash, cash equivalents, and restricted cash, beginning of year		48		31
Cash, cash equivalents, and restricted cash, end of period	$	28	$	36
Reconciliation of cash flow information:
Cash and cash equivalents	$	28	$	36
Restricted cash included in prepaid and other current assets		—		—
Total cash, cash equivalents, and restricted cash	$	28	$	36

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

6

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In millions, except per share amounts)

Three and nine months ended September 30, 2022:

								Accumulated
								other				Total
	Common Stock			Additional		Accumulated		comprehensive		Noncontrolling		stockholders’
	Shares	Amount		paid-in capital		deficit		income (loss)		interest		equity
Balance as of December 31, 2021	72.7	$	—	$	2,235	$	(720)	$	(53)	$	1	$	1,463
Common stock issued under employee stock purchase plan	0.1		—		2		—		—		—		2
Equity classified stock-based compensation expense	0.6		—		6		—		—		—		6
Dividends ($0.01 per common share)	—		—		—		—		—		—		—
Comprehensive (loss) income	—		—		—		(7)		11		—		4
Balance as of March 31, 2022	73.4	$	—	$	2,243	$	(727)	$	(42)	$	1	$	1,475
Common stock issued under employee stock purchase plan	0.1		—		2		—		—		—		2
Equity classified stock-based compensation expense	0.7		—		1		—		—		—		1
Dividends ($0.01 per common share)	—		—		—		(1)		—		—		(1)
Comprehensive loss	—		—		—		(30)		—		—		(30)
Other	—		—		—		—		—		(1)		(1)
Balance as of June 30, 2022	74.2	$	—	$	2,246	$	(758)	$	(42)	$	—	$	1,446
Equity classified stock-based compensation expense	0.1		—		10		—		—		—		10
Dividends ($0.01 per common share)	—		—		—		(1)		—		—		(1)
Comprehensive (loss) income	—		—		—		(4)		10		—		6
Balance as of September 30, 2022	74.3	$	—	$	2,256	$	(763)	$	(32)	$	—	$	1,461

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements

7

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In millions, except per share amounts)

Three and nine months ended September 30, 2021:

								Accumulated
								other				Total
	Common Stock			Additional		Accumulated		comprehensive		Noncontrolling		stockholders’
	Shares	Amount		paid-in capital		deficit		income (loss)		interest		equity
Balance as of December 31, 2020	61.2	$	—	$	1,818	$	(763)	$	(120)	$	1	$	936
Common stock issuance, net of transaction fees	10.0		—		380		—		—		—		380
Common stock issued under employee stock purchase plan	0.1		—		2		—		—		—		2
Equity classified stock-based compensation expense	0.4		—		7		—		—		—		7
Dividends ($0.01 per common share)	—		—		—		—		—		—		—
Comprehensive (loss) income	—		—		—		(84)		6		—		(78)
Balance as of March 31, 2021	71.7	$	—	$	2,207	$	(847)	$	(114)	$	1	$	1,247
Common stock issued under employee stock purchase plan	0.1		—		2		—		—		—		2
Equity classified stock-based compensation expense	0.6		—		2		—		—		—		2
Dividends ($0.01 per common share)	—		—		—		(1)		—		—		(1)
Comprehensive income	—		—		—		45		5		—		50
Balance as of June 30, 2021	72.4	$	—	$	2,211	$	(803)	$	(109)	$	1	$	1,300
Common stock issued under employee stock purchase plan	0.1		—		2		—		—		—		2
Equity classified stock-based compensation expense	0.1		—		11		—		—		—		11
Dividends ($0.01 per common share)	—		—		—		(1)		—		—		(1)
Comprehensive income	—		—		—		14		4		—		18
Balance as of September 30, 2021	72.6	$	—	$	2,224	$	(790)	$	(105)	$	1	$	1,330

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

8

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions of dollars, unless otherwise noted)

1. GENERAL BUSINESS DESCRIPTION

Maxar Technologies Inc. (the “Company” or “Maxar”) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. Maxar helps government and commercial customers monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. The Company’s approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with speed, scale and cost effectiveness. Maxar’s stock trades on the New York Stock Exchange and Toronto Stock Exchange under the symbol “MAXR.”

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of Maxar Technologies Inc., and all consolidated subsidiary entities. The Company’s Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions are eliminated on consolidation.

The Company’s Unaudited Condensed Consolidated Financial Statements are presented in U.S. dollars and have been prepared on a historical cost basis, except for certain financial assets and liabilities including derivative financial instruments which are stated at fair value.

The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the SEC. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. In management’s opinion, all adjustments of a normal recurring nature that are necessary for a fair statement of the accompanying Unaudited Condensed Consolidated Financial Statements have been included. 

Use of estimates, assumptions and judgments

The preparation of the Unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the reporting date, as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared using the most current and best available information; however, actual results could differ materially from those estimates.

Recent Accounting Guidance Adopted

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which together with subsequent amendments, is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. On June 30, 2022, the Company amended its existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to the Secured

9

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Overnight Financing Rate (“SOFR”) in connection with the Company's amendment and restatement of its Syndicated Credit Facility (as defined below) and elected to apply the contract modification optional expedient to the amendments and consider the amendments as a continuation of the existing contracts without performing an assessment that would otherwise be required under U.S. GAAP. See Note 8 for additional details regarding the amendments to the existing interest swaps.

3. TRADE AND OTHER RECEIVABLES, NET

	September 30,		December 31,
	2022		2021
Billed	$	195	$	162
Unbilled		157		143
Total trade receivables		352		305
Orbital receivables, current portion		44		49
Other		4		2
Allowance for doubtful accounts		(1)		(1)
Trade and other receivables, net	$	399	$	355

The Company had orbital receivables from 13 customers for which the largest customer’s value represented 30% of the stated current and non-current balance sheet values as of both September 30, 2022 and December 31, 2021.

During the first quarter of 2021, the Company reduced its outstanding receivables related to the SXM-7 satellite for the final milestone and expected orbital payments by $15 million and $14 million, respectively. See Note 10 for additional details regarding the adjustment to revenue.

There have been no changes in the allowance for expected credit losses related to non-current orbital receivables for the nine months ended September 30, 2022.

Securitization liabilities are as follows:

	September 30,		December 31,
	2022		2021
Current portion	$	17	$	16
Non-current portion		21		32
Total securitization liabilities	$	38	$	48

4. INVENTORY, NET

	September 30,		December 31,
	2022		2021
Raw materials	$	36	$	34
Work in process		5		6
Total	$	41	$	40
Inventory reserve		(2)		(1)
Inventory, net	$	39	$	39

5.PROPERTY, PLANT AND EQUIPMENT, NET

10

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

	September 30,		December 31,
	2022		2021
Satellites	$	397	$	397
Equipment		209		221
Computer hardware		115		95
Leasehold improvements		85		83
Furniture and fixtures		16		16
Construction in process1		796		668
Property, plant and equipment, at cost		1,618		1,480
Accumulated depreciation		(582)		(540)
Property, plant and equipment, net	$	1,036	$	940

¹Construction in process is primarily related to the construction of the Company’s WorldView Legion satellites.

Depreciation expense for property, plant and equipment was $20 million and $23 million for the three months ended September 30, 2022 and 2021, respectively, and $58 million and $67 million for the nine months ended September 30, 2022 and 2021, respectively.

6. INTANGIBLE ASSETS

	September 30, 2022						December 31, 2021
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer relationships	$	615	$	(223)	$	392	$	615	$	(190)	$	425
Software		446		(179)		267		379		(152)		227
Technologies		367		(329)		38		367		(278)		89
Backlog		86		(86)		—		107		(89)		18
Image library		80		(80)		—		80		(71)		9
Trade names and other		37		(22)		15		37		(18)		19
Intangible assets	$	1,631	$	(919)	$	712	$	1,585	$	(798)	$	787

The gross carrying value and accumulated amortization balances for fully amortized backlog were removed from the Unaudited Condensed Consolidated Balance Sheets and excluded from the table above as of September 30, 2022. Amortization expense related to intangible assets was $44 million and $51 million, for the three months ended September 30, 2022 and 2021, respectively, and $141 million and $154 million for the nine months ended September 30, 2022 and 2021, respectively.

11

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

7. LONG-TERM DEBT AND INTEREST EXPENSE, NET

	September 30,		December 31,
	2022		2021
Syndicated Credit Facility:
Revolving Credit Facility	$	125	$	—
Term Loan B		1,496		1,444
9.75% 2023 Notes		—		500
7.75% 2027 Notes		500		—
7.54% 2027 Notes		150		150
Deferred financing		20		26
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(102)		(39)
Total long-term debt		2,194		2,086
Current portion of long-term debt		(22)		(24)
Non-current portion of long-term debt	$	2,172	$	2,062

Syndicated Credit Facility

As of September 30, 2022, the Company’s senior secured syndicated credit facility (“Syndicated Credit Facility”) is composed of: (i) a senior secured first lien revolving credit facility in an aggregate capacity of up to $500 million maturing in June 2027 (“Revolving Credit Facility”) and (ii) a senior secured first lien term B facility in an aggregate principal amount of $1.5 billion maturing in June 2029, which was issued with an original issue discount of 4.50% (“Term Loan B”).

On June 14, 2022, the Company amended the terms of the Syndicated Credit Facility pursuant to an amended and restated credit agreement (“Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement (i) replaced the Consolidated Leverage Ratio financial maintenance covenant with the Consolidated Net Debt Leverage Ratio (as defined in the Amended and Restated Credit Agreement) financial maintenance covenant not to exceed (1) 5.50:1.00 for each fiscal quarter ending on or prior to December 31, 2022, (2) 5.00:1.00 for each fiscal quarter ending on or after March 31, 2023 through and including December 31, 2023 and (3) 4.50:1.00 for each fiscal quarter ending on or after March 31, 2024, (ii) changed the required level of the Interest Coverage Ratio maintenance covenant to 2.50:1.00 as of the last day of each fiscal quarter, (iii) increased the total amount of Term Loan B outstanding to $1.5 billion and (iv) permitted the issuance of the 7.75% Senior Secured Notes due 2027 (“7.75% 2027 Notes”) and the redemption of the 9.75% Senior Secured 2023 Notes (“9.75% 2023 Notes”).

Borrowings under Term Loan B bear interest at a rate equal to, at the Company’s option, either Adjusted Term SOFR plus an applicable margin ranging from 4.00% to 4.25% or adjusted base rate (“ABR”) plus an applicable margin ranging from 3.00% to 3.25%, in each case depending on the total Consolidated Net Debt Leverage Ratio. Starting September 30, 2022, the Company must make equal quarterly installment payments in aggregate annual amounts equal to 1% of the original principal amount of Term Loan B, with the final balance payable at maturity on June 14, 2029; provided that if the 7.75% 2027 Notes are not repaid in full by the date that is 91 days prior to the maturity date of the 7.75% 2027 Notes (“Springing Maturity Date”), the maturity date for the Term Loan B will be the maturity date of the 7.75% 2027 Notes. Borrowings under Term Loan B may be repaid by the Company, in whole or in part, together with accrued interest, without premium or penalty.

12

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, if such borrowings are in U.S. dollars, either Adjusted Term SOFR plus an applicable margin ranging from 2.75% to 3.50% or ABR plus an applicable margin ranging from 1.75% to 2.50%, in each case depending on the total Consolidated Net Debt Leverage Ratio. The Company may also, at its option, borrow in Canadian dollars, Euros or British Pounds Sterling using the same applicable margins as noted for U.S. dollars. The Revolving Credit Facility is payable at maturity on June 14, 2027; provided that if the 7.75% 2027 Notes are not repaid in full by the Springing Maturity Date, the maturity date for the Revolving Credit Facility will be the Springing Maturity Date. The Revolving Credit Facility may be repaid by the Company, in whole or in part, together with accrued interest, without premium or penalty.

The Company evaluated the amendment of Term Loan B on a lender-by-lender basis and accounted for $1.3 billion as a debt extinguishment and $103 million as a debt modification. The portion accounted for as a debt modification is excluded from the presentation of cash flows from financing activities in the Consolidated Statement of Cash Flows as it represents a non-cash transaction. The Company recognized a loss on debt extinguishment of $10 million equal to the write-off of unamortized debt issuance costs. The modification of the Revolving Credit Facility resulted in the recognition of a loss on debt extinguishment of $1 million equal to the write-off of unamortized debt issuance costs. The Company recognized the losses on debt extinguishment in Interest expense, net in the Unaudited Condensed Consolidated Statements of Operations.

The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. The Company had $24 million and $28 million of issued and undrawn letters of credit outstanding under the Revolving Credit Facility as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company was in compliance with its debt covenants.

9.75% Notes due 2023

On June 14, 2022, the Company used the proceeds from the issuance of the 7.75% 2027 Notes, along with cash on hand, to redeem the remaining $500 million aggregate principal amount of its 9.75% 2023 Notes. The 9.75% 2023 Notes were redeemed at a price of 107.313% of the principal amount thereof, plus accrued but unpaid interest.

The Company accounted for the issuance of the 7.75% 2027 Notes and the redemption of the 9.75% 2023 Notes as a debt extinguishment. As a result, the 7.313% premium paid on the redemption of the 9.75% 2023 Notes is accounted for as a loss on debt extinguishment. Additionally, at the time of the extinguishment there were $1 million of unamortized debt issuance costs and an unamortized debt discount of $5 million associated with the 9.75% 2023 Notes, which were written off as a loss on debt extinguishment. The Company recognized a total loss on extinguishment of the 9.75% 2023 Notes of $42 million, which is included in Interest expense, net in the Unaudited Condensed Consolidated Statement of Operations.

7.75% Notes due 2027 

On June 14, 2022, the Company issued $500 million in aggregate principal amount of 7.75% 2027 Notes in a private placement to qualified institutional buyers in the U.S. pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and outside the U.S. pursuant to Regulation S under the Securities Act. The 7.75% 2027 Notes were issued at a price equal to 100% of their face value and are recorded as long-term debt in the consolidated financial statements. The 7.75% 2027 Notes bear interest at the rate of 7.75% per year, payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2022. The 7.75% 2027 Notes will mature on June 15, 2027, unless earlier redeemed or repurchased. The 7.75% 2027 Notes are secured on a first-priority basis by liens on the Company’s and the guarantors’ assets that also secure, equally and ratably, the Company’s indebtedness under the Syndicated Credit Facility and the 7.54% 2027 Notes (as defined below) pursuant to the terms of a first lien intercreditor agreement. The 7.75% 2027 Notes are also guaranteed on a senior secured basis by each of the Company’s subsidiaries that are guarantors under the Syndicated Credit Facility and its 7.54% 2027 Notes (as defined below).

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

7.54% Notes due 2027

On June 25, 2020, the Company issued $150 million in aggregate principal amount of 7.54% Senior Secured Notes due 2027 (“7.54% 2027 Notes”). The 7.54% 2027 Notes were offered and sold to qualified institutional buyers in the U.S. pursuant to Rule 144A and outside the U.S. pursuant to Regulation S under the Securities Act. The 7.54% 2027 Notes were issued at a price of 98.25% and are recorded as long-term debt in the consolidated financial statements. The 7.54% 2027 Notes bear interest at the rate of 7.54% per year, payable semi-annually in cash in arrears, for which interest payments commenced December 2020. The 7.54% 2027 Notes will mature on December 31, 2027, unless earlier redeemed or repurchased. The 7.54% 2027 Notes are guaranteed on a senior secured basis by each of the Company’s existing and future subsidiaries that guarantee the Syndicated Credit Facility.

Interest expense, net on long-term debt and other obligations is as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest on long-term debt	$	43	$	33	$	110	$	110
Loss on debt extinguishment		—		—		53		41
Interest on orbital securitization liability		—		1		2		3
Imputed interest and other		2		1		2		2
Capitalized interest		(15)		(10)		(38)		(29)
Interest expense, net	$	30	$	25	$	129	$	127

8. FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES

Factors used in determining the fair value of financial assets and liabilities are summarized into three categories in accordance with Accounting Standards Codification 820 - Fair Value Measurements:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: Inputs for the asset or liability that are based on unobservable inputs

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

The following tables present assets and liabilities that are measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

	Recurring Fair Value Measurements as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	394	$	—	$	394
Interest rate swaps		—		22		—		22
	$	—	$	416	$	—	$	416
Liabilities
Long-term debt 2	$	—	$	2,032	$	—	$	2,032
	$	—	$	2,032	$	—	$	2,032

	Recurring Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	481	$	—	$	481
Interest rate swaps		—		3		—		3
	$	—	$	484	$	—	$	484
Liabilities
Interest rate swaps	$	—	$	4	$	—	$	4
Long-term debt 2		—		2,132		—		2,132
	$	—	$	2,136	$	—	$	2,136

¹ The carrying value of orbital receivables was $392 million and $417 million as of September 30, 2022 and December 31, 2021, respectively.

² Long-term debt excludes borrowings under the Revolving Credit Facility, deferred financing and obligations under finance leases and other, and is carried at amortized cost. The outstanding carrying value was $2,044 million and $2,055 million as of September 30, 2022 and December 31, 2021, respectively. The carrying value of borrowings under the Revolving Credit Facility approximates their fair value.

On April 29, 2022, $500 million of the Company’s interest rate swaps matured. On June 22, 2022, the Company entered into SOFR interest rate swaps having a notional value of $500 million. In June 2022, the Company amended its existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to SOFR in connection with the Company’s Amended and Restated Credit Agreement. In total, as of September 30, 2022, an aggregate of $1 billion of the Company’s variable rate long-term debt is fixed at an average one-month SOFR rate of 1.71% (excluding the margin specified in the Syndicated Credit Facility) pursuant to the Company’s outstanding interest rate swaps. In each of June 2023 and June 2024, the Company will have interest rate swap maturities of $500 million.

The Company determines fair value of its derivative financial instruments and orbital receivables based on internal valuation models, such as a discounted cash flow analysis, using management estimates and observable market-based inputs, as applicable. Management estimates include assumptions concerning the amount and timing of estimated future cash flows and application of appropriate discount rates. Observable market-based inputs are sourced from third parties and include interest rates and yield curves, currency spot and forward rates and credit spreads, as applicable.

The Company determines fair value of long-term debt that is actively traded in the secondary market using external pricing data, including any available quoted market prices and other observable inputs from available market information. For debt that is not actively traded in the secondary market, the fair value is based on the Company’s indicative borrowing cost derived from dealer quotes or discounted cash flows.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are all short-term in nature; therefore, the carrying value of these items approximates their fair value.

There were no transfers into or out of each of the levels of the fair value hierarchy during the periods ended September 30, 2022 and December 31, 2021.

9. STOCKHOLDERS’ EQUITY

Changes in the components of Accumulated other comprehensive income (loss) are as follows:

	Foreign currency translation adjustments		Unrealized (loss) gain on interest rate swaps		Loss on pension and other postretirement plans		Total accumulated other comprehensive (loss) income
Balance as of December 31, 2021	$	(1)	$	(1)	$	(51)	$	(53)
Other comprehensive income		—		11		—		11
Tax benefit (expense)		—		—		—		—
Balance as of March 31, 2022	$	(1)	$	10	$	(51)	$	(42)
Other comprehensive (loss) income		(1)		1		—		—
Tax benefit (expense)		—		—		—		—
Balance as of June 30, 2022	$	(2)	$	11	$	(51)	$	(42)
Other comprehensive (loss) income		(1)		11		—		10
Tax benefit (expense)		—		—		—		—
Balance as of September 30, 2022	$	(3)	$	22	$	(51)	$	(32)

On March 22, 2021, the Company completed the underwritten public offering of 10 million shares of common stock at a public offering price of $40 per share. The Company received proceeds of $380 million, net of $20 million of transaction fees.

10. REVENUES

As of September 30, 2022, the Company had $3 billion of remaining performance obligations, which represents the transaction price of firm orders less inception-to-date revenues recognized. Remaining performance obligations generally exclude unexercised contract options and indefinite delivery/indefinite quantity contracts. The Company expects to recognize revenues relating to existing performance obligations of approximately $0.4 billion, $1.1 billion and $1.5 billion for the remaining three months ending December 31, 2022, the year ending December 31, 2023 and thereafter, respectively.

Contract liabilities by segment are as follows:

As of September 30, 2022	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	114	$	131	$	245
As of December 31, 2021	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	32	$	257	$	289

Contract liabilities decreased to $245 million as of September 30, 2022 from $289 million as of December 31, 2021. The decrease of $44 million in contract liabilities is primarily due to revenues recognized based upon the satisfaction of

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

performance obligations within the Space Infrastructure segment, partially offset by an increase in contract liabilities within the Earth Intelligence segment driven by the Electro-Optical Commercial Layer contract awarded to the Company in May 2022. The Company had an immaterial balance of non-current contract liabilities as of September 30, 2022 and December 31, 2021. Non-current contract liabilities are included in Other non-current liabilities on the Unaudited Condensed Consolidated Balance Sheets.

The Company’s primary sources of revenues are as follows:

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	161	$	—	$	161
Service revenues		275		—		—		275
Intersegment		—		25		(25)		—
	$	275	$	186	$	(25)	$	436
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	166	$	—	$	166
Service revenues		271		—		—		271
Intersegment		—		14		(14)		—
	$	271	$	180	$	(14)	$	437
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	469	$	—	$	469
Service revenues		810		—		—		810
Intersegment		—		80		(80)		—
	$	810	$	549	$	(80)	$	1,279
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	498	$	—	$	498
Service revenues		804		—		—		804
Intersegment		—		43		(43)		—
	$	804	$	541	$	(43)	$	1,302

Certain of the Company’s contracts with customers in the Space Infrastructure segment include a significant financing component since payments are received from the customer more than one year after delivery of the promised goods or services. The Company recognized orbital interest revenue of $6 million for both the three months ended September 30, 2022 and 2021 and $20 million for both the nine months ended September 30, 2022 and 2021 related to these contracts, which is included in product revenues in the Unaudited Condensed Consolidated Statements of Operations.

Revenue in the Space Infrastructure segment is primarily generated from long-term construction contracts. Due to the long-term nature of these contracts, the Company generally recognizes revenue over time using the cost-to-cost method to measure progress. Under the cost-to-cost method, revenue is recognized based on the proportion of total costs incurred to estimated total costs-at-completion ("EAC"). Revenue recognition is also contingent on estimated contractual consideration. An EAC includes all direct costs and indirect costs directly attributable to a program or allocable based on program cost pooling arrangements. Estimates regarding the Company’s costs associated with the design, manufacture and delivery of products and services are used in determining the EAC. Changes to an EAC or estimated contractual consideration are recorded as a cumulative adjustment to revenue.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

The Company recognized a cumulative adjustment to revenue of $5 million and $30 million for the three and nine months ended September 30, 2021, respectively relate to the Sirius XM contract with Sirius XM Holdings Inc. (“Sirius XM”). This adjustment resulted primarily from adjusting the EAC transaction price for the amount of the final milestone and expected orbital payments from Sirius XM due to the non-performance of the SXM-7 satellite and other adjustments. See Note 3 for additional details regarding the adjustment to trade and other receivables.

The Company has certain programs in the Space Infrastructure segment which contain significant development efforts that have experienced delays and cost growth primarily due to the complexity of the programs resulting in an overall loss position. The Company recorded EAC adjustments on loss contracts of $18 million and $3 million for the three months ended September 30, 2022 and 2021, respectively, and $33 million and $26 million for the nine months ended September 30, 2022 and 2021, respectively.

Revenues based on the geographic location of customers are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
United States	$	372	$	363	$	1,062	$	1,058
Asia		24		25		71		67
Middle East		15		13		45		40
Europe		14		18		41		54
Australia		5		9		38		57
Canada		3		3		12		8
Other		3		6		10		18
Total revenues	$	436	$	437	$	1,279	$	1,302

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Revenues from significant customers are as follows:

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	188	$	55	$	—	$	243
Commercial and other		87		131		(25)		193
Total revenues	$	275	$	186	$	(25)	$	436
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	174	$	51	$	—	$	225
Commercial and other		97		129		(14)		212
Total revenues	$	271	$	180	$	(14)	$	437
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	540	$	176	$	—	$	716
Commercial and other		270		373		(80)		563
Total revenues	$	810	$	549	$	(80)	$	1,279
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	525	$	178	$	—	$	703
Commercial and other		279		363		(43)		599
Total revenues	$	804	$	541	$	(43)	$	1,302

The Company had revenues from a commercial customer in the Space Infrastructure segment that represented 12% and 18% of total revenues for the three months ended September 30, 2022 and 2021, respectively, and 11% and 19% of total revenues for the nine months ended September 30, 2022 and 2021, respectively.

11. SEGMENT INFORMATION

The Company’s business is organized into two reportable segments: Earth Intelligence and Space Infrastructure. The Earth Intelligence reportable segment is a supplier of high-resolution, high accuracy Earth imagery and other geospatial data sourced from the Company’s advanced satellite constellation and third-party providers, as well as a provider of advanced geospatial information applications and analytic services for national security and commercial solutions. The Space Infrastructure reportable segment is a supplier of space-based infrastructure, robotics, subsystems and information solutions to satellite operators and government agencies.

The Company’s Chief Operating Decision Maker measures the performance of each segment based on revenue and Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for certain items affecting comparability of the Company’s ongoing operating results as specified in the calculation. Certain items affecting the comparability of our ongoing operating results between periods include restructuring, impairments, insurance recoveries, gain (loss) on sale of assets, (gain) loss on orbital receivables allowance, offset obligation fulfillment and transaction and integration related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions. Corporate and other expenses include items such as corporate office costs, regulatory costs, executive and director compensation, foreign exchange gains and losses and fees for audit, legal and consulting services.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Intersegment sales are generally recorded at cost plus a specified margin, which may differ from what the segment may be able to obtain on sales to external customers.

The following table summarizes the operating performance of the Company’s segments:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues:
Earth Intelligence	$	275	$	271	$	810	$	804
Space Infrastructure		186		180		549		541
Intersegment eliminations		(25)		(14)		(80)		(43)
Total revenues	$	436	$	437	$	1,279	$	1,302
Adjusted EBITDA:
Earth Intelligence	$	115	$	124	$	343	$	362
Space Infrastructure		33		14		71		29
Intersegment eliminations		(10)		(5)		(28)		(17)
Corporate and other expenses		(28)		(20)		(73)		(62)
Offset obligation fulfillment		(12)		—		(12)		—
Restructuring		(5)		—		(10)		—
Transaction and integration related expense		—		(1)		(1)		(1)
Gain on sale of asset		1		—		1		—
Depreciation and amortization		(64)		(74)		(199)		(221)
Interest expense, net		(30)		(25)		(129)		(127)
Interest income 1		1		1		2		2
Income (loss) before taxes	$	1	$	14	$	(35)	$	(35)

1 Included in Other income, net on the Unaudited Condensed Consolidated Statements of Operations.

The Company incurred restructuring costs of $5 million and $10 million for the three and nine months ended September 30, 2022, respectively. The restructuring costs are primarily related to retention costs, severance costs and the write-off of certain assets related to the outsourcing of certain components of contract manufacturing within the Space Infrastructure segment.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

The Company’s capital expenditures are as follows:

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	32	$	3	$	16	$	51
Intangible assets		23		—		1		24
	$	55	$	3	$	17	$	75
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	19	$	3	$	5	$	27
Intangible assets		22		—		2		24
	$	41	$	3	$	7	$	51
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	100	$	9	$	50	$	159
Intangible assets		63		—		4		67
	$	163	$	9	$	54	$	226
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	47	$	11	$	26	$	84
Intangible assets		64		—		8		72
	$	111	$	11	$	34	$	156

Substantially all of the Company’s long-lived tangible assets were in the United States as of September 30, 2022 and December 31, 2021.

12. EMPLOYEE BENEFIT PLANS

The following table summarizes the components of net periodic benefit (credit) cost for the Company’s pension plans:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest cost	$	4	$	3	$	11	$	10
Expected return on plan assets		(7)		(7)		(22)		(21)
Amortization of net loss		—		1		—		4
Expenses paid		1		1		2		2
Net periodic benefit credit	$	(2)	$	(2)	$	(9)	$	(5)

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Contributions

The funding policy for the Company’s pension plans is to contribute at least the minimum required by applicable laws and regulations or to directly make benefit payments where appropriate. In 2021, the Company elected to take advantage of certain provisions of the American Rescue Plan Act of 2021 and due to the Company’s election, there are no required contributions for the Company’s qualified pension plan for the year ending December 31, 2022.

13. INCOME TAXES

For the three months ended September 30, 2022 and 2021, the effective tax rate on Income before taxes was 500.0% and 0%, respectively. For the nine months ended September 30, 2022 and 2021, the effective tax rate on (Loss) before taxes was (17.1)% and 28.6%, respectively. The effective tax rates for the three and nine months ended September 30, 2022 differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences, changes in valuation allowance and estimated Base Erosion and Anti-Abuse Tax (“BEAT”). The effective tax rates for the three and nine months ended September 30, 2021 differ from the statutory U.S. federal income tax rate of 21.0% primarily due to a change in the estimated BEAT driven by a change in tax strategy enabled by a reduction in forecasted interest expense, estimated permanent differences, tax on foreign earnings and changes in valuation allowance. The Company does not anticipate a significant change to the Company’s gross unrecognized tax benefits within the next 12 months.

The Company assesses the deferred tax assets for recoverability on a quarterly basis. Based upon all available positive and negative evidence, the Company maintains a valuation allowance to reduce the net U.S. deferred tax asset to the amount that is more-likely-than-not realizable.

The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted continuing operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgments including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

14. NET (LOSS) INCOME PER COMMON SHARE

The following table includes the calculation of basic and diluted net (loss) income per common share:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Weighted average number of common shares outstanding-basic		74.3		72.6		73.8		69.9
Weighted dilutive effect of equity awards		—		2.1		—		—
Weighted average number of common shares outstanding-diluted		74.3		74.7		73.8		69.9
Net (loss) income per common share:
Basic	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)
Diluted	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)

For both the three months ended September 30, 2022 and 2021, approximately 2 million shares subject to awards and for the nine months ended September 30, 2022 and 2021, approximately 3 million and 4 million shares subject to awards, respectively, were excluded from the diluted weighted average number of ordinary common shares outstanding calculation because their effect would have been anti-dilutive.

15. COMMITMENTS AND CONTINGENCIES

Contingencies in the Normal Course of Business

Satellite construction contracts may include performance incentives whereby payment for a portion of the purchase price of the satellite is contingent upon in-orbit performance of the satellite. The Company’s ultimate receipt of orbital performance incentives is subject to the continued performance of its satellites generally over the contractually stipulated life of the satellites. A complete or partial loss of a satellite’s functionality can result in loss of orbital receivable payments or repayment of amounts received by the Company under a warranty payback arrangement. The Company generally receives the present value of the orbital receivables if there is a launch failure or a failure caused by a customer error, but will forfeit some or all of the orbital receivables if the loss is caused by satellite failure or as a result of Company error. The Company recognizes orbital performance incentives in the financial statements based on the amounts that are expected to be received and believes that it will not incur a material loss relating to the incentives recognized. With respect to the Company’s securitized liability for the orbital receivables, upon the occurrence of an event of default under the securitization facility agreement or upon the occurrence of limited events, the Company may be required to repurchase on demand any effected receivables at their then net present value.

The Company may incur liquidated damages on programs as a result of delays due to slippage, or for programs which fail to meet all milestone requirements as outlined within the contractual arrangements with customers. Losses on programs related to liquidated damages result in a reduction of revenue. Changes in estimates related to contracts accounted for using the cost-to-cost method are recognized in the period in which such changes are made for the inception-to-date effect of the changes. Unrecoverable costs on contracts that are expected to be incurred in future periods are recorded in program cost in the current period. Additionally, construction contracts may have termination for default clauses, which if triggered, could result in potential losses and legal disputes.

The Company enters into agreements in the ordinary course of business with resellers and others. Most of these agreements require the Company to indemnify the other party against third-party claims alleging that one of its products infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right. Certain of

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

these agreements require the Company to indemnify the other party against claims relating to property damage, personal injury or acts or omissions by the Company, its employees, agents or representatives.

From time to time, the Company has made guarantees regarding the performance of its systems to its customers. Some of these agreements do not limit the maximum potential future payments the Company could be obligated to make. The Company evaluates and estimates potential losses from such indemnification based on the likelihood that the future event will occur. The Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such indemnification and guarantees in the Unaudited Condensed Consolidated Financial Statements.

The Company has entered into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to entering into contracts for its products and services from certain customers in foreign countries. These agreements are designed to return economic value to the foreign country and may be satisfied through activities that do not require a direct cash payment, including transferring technology and providing manufacturing, training and other consulting support to in-country projects. These agreements may provide for penalties in the event the Company fails to perform in accordance with offset requirements. The Company has historically not been required to pay any such penalties.

In the third quarter of 2022, the Company recorded a $12 million liability related to the satisfaction of an offset obligation incurred by the Company as a result of conducting business in a foreign country. The Company had expected to satisfy the offset obligation through other operational means that did not require cash payments or the transfer of other assets. In the third quarter of 2022 an agreement was reached to satisfy the Company’s offset obligation in the foreign country by making a total of $12 million in cash payments from November 2022 to January 2024. The Company has recorded the current portion of the liability within Accrued liabilities and the non-current portion of the liability within Other non-current liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheet and a $12 million expense within Other expense (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations.

Legal proceedings

On January 14, 2019, a Maxar stockholder filed a putative class action lawsuit captioned Oregon Laborers Employers Pension Trust Fund, et al. v. Maxar Technologies Inc., No. 1:19-cv-00124-WJM-SKC in the United States District Court for the District of Colorado (“Colorado Action”), naming Maxar and members of management as defendants alleging, among other things, that the Company’s public disclosures were deficient in violation of the federal securities laws and seeking monetary damages. On October 7, 2019, the lead plaintiff filed a consolidated amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company and members of management in connection with the Company’s public disclosures between March 26, 2018 and January 6, 2019. The consolidated complaint alleges that the Company’s statements regarding the AMOS-8 contract, accounting for its GEO communications assets, and WorldView-4 were allegedly false and/or misleading during the class period. On September 11, 2020, the court granted in part, and denied in part, defendants’ motion to dismiss. On July 16, 2021, the court in the Colorado Action certified a class consisting of investors who purchased or acquired Maxar stock between May 9, 2018 and October 30, 2018, inclusive. The parties have reached an agreement to resolve the action on a class-wide basis for a one-time payment of $27 million, to be funded by insurance maintained by Maxar. The Company recorded a liability of $27 million within Other current liabilities and an asset within Other current assets on the Company’s Unaudited Condensed Consolidated Balance Sheet. The agreement is contingent on Court approval. As part of the Court approval process, class members will have an opportunity to object to, or opt-out of, the settlement pursuant to procedures to be established by the Court.

In January 2019, a Maxar stockholder resident in Canada issued a putative class action lawsuit captioned Charles O’Brien v. Maxar Technologies Inc., No. CV-19-00613564-00CP in the Ontario Superior Court of Justice

24

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

against Maxar and members of management claiming misrepresentations in Maxar’s public disclosures and seeking monetary damages. On November 15, 2019, Mr. O’Brien and another Maxar stockholder resident in Canada issued a new putative class action lawsuit captioned Charles O’Brien v. Maxar Technologies Inc., No. CV-19-00631107-00CP, naming Maxar and certain members of management and the board of directors as defendants as well as Maxar’s auditor, KPMG LLP. On February 7, 2020, the January 2019 lawsuit was discontinued. The Statement of Claim in the November 2019 lawsuit alleges that the Company’s statements regarding the AMOS-8 contract, accounting for its GEO communications assets, and WorldView-4 were false and/or misleading during the class period and claims damages of $700 million. On April 24, 2020, the plaintiffs served their motion record for leave under the Securities Act (Ontario) and to certify the action as a class proceeding. By order dated September 23, 2021, the action against KPMG LLP was discontinued. On March 10, 2022, the plaintiffs’ motion for leave and certification was dismissed. The plaintiffs have not appealed the dismissal and the time period for such appeal expired on April 11, 2022.

On October 21, 2019, a Maxar stockholder filed a putative class action lawsuit captioned McCurdy v. Maxar Technologies Inc., et al., No. 19CV35070 in the Superior Court of the State of California, County of Santa Clara, naming Maxar and certain members of management and the board of directors as defendants. The lawsuit alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act in connection with the Company’s June 2, 2017 Registration Statement and Prospectus (“Offering Materials”) filed in anticipation of its October 5, 2017 merger with DigitalGlobe, Inc. (“DigitalGlobe Merger”). On April 30, 2020, the plaintiff filed an amended complaint alleging the same causes of action against the same set of defendants as set forth in his original complaint. The lawsuit is based upon many of the same underlying factual allegations as the Colorado Action. Specifically, the lawsuit alleges the Company’s statements regarding its accounting methods and risk factors, including those related to the GEO communications business, were false and/or misleading when made. On January 24, 2021, the court granted in part, and denied in part, defendants’ motion to dismiss. On August 20, 2021, the court certified a class consisting of investors who acquired Maxar stock in exchange for DigitalGlobe stock pursuant to the Offering Materials issued in connection with the DigitalGlobe Merger. The Company intends to vigorously defend against this lawsuit. 

On November 14, 2019, a derivative action was filed against Maxar and certain current and former members of management and the board of directors in the United States District Court for the District of Delaware, captioned as Dorling, Derivatively on Behalf of Nominal Defendant Maxar Technologies Inc. v. Lance, et al., No. 19-cv-02134-UNA. On September 18, 2020, another purported derivative action was filed in the same court against Maxar and certain current and former members of management and the board of directors, captioned as Golub, Derivatively on Behalf of Maxar Technologies Inc. v. Lance, et al., No. 20-cv-01251-UNA. Both complaints concern the same factual allegations as asserted in the Colorado Action. The court has consolidated and stayed both derivative cases.

On September 15, 2021, a derivative action was filed against Maxar and certain current and former members of management and the board of directors in the Court of Chancery of the State of Delaware, captioned as Egan, on behalf of Maxar Technologies Inc., v. Lance, et al., C.A. No. 2021-0796-PAF. The complaint concerns the same factual allegations as asserted in the Colorado Action. The action is currently stayed by stipulation of the parties.

The Company is a party to various other legal proceedings and claims that arise in the ordinary course of business as either a plaintiff or defendant. As a matter of course, the Company is prepared both to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. The Company establishes accrued liabilities for these matters where losses are deemed probable and reasonably estimable. The outcome of any of these other proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or liquidity. The Company expenses legal fees related to contingencies as incurred.

The Company maintains insurance policies for settlements and judgments, as well as legal defense costs, for lawsuits such as those described in the preceding paragraphs, although the amount of insurance coverage that the Company maintains may not be adequate to cover all claims or liabilities. In addition, provisions of the Company’s Certificate of

25

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Incorporation, Bylaws and indemnification agreements entered into with current and former directors and officers require the Company, among other things, to indemnify these directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers and to advance expenses to such directors or officers in connection therewith.

16. SUPPLEMENTAL CASH FLOW

Selected cash payments and non-cash activities are as follows:

	Nine Months Ended
	September 30,
	2022		2021
Supplemental operating cash flow information:
Cash paid for interest	$	87	$	88
Income tax payments, net of (refunds)		(8)		(12)
Supplemental non-cash investing and financing activities:
Accrued capital expenditures		21		13
Portion of Term Loan B accounted for as a debt modification		103		—

17. SUBSEQUENT EVENT

Acquisition of Wovenware Inc.

On November 1, 2022, the Company completed the acquisition of Wovenware Inc., (“Wovenware”) a privately held artificial intelligence and software development technology consulting firm, for total consideration of $33 million, a portion of which is contingent on certain operating metrics, that will be paid out over a period of five years. The fair value of the acquisition is estimated to be approximately $21 million due to the deferred consideration structure of the payments for the acquisition. Beginning in the fourth quarter of 2022, Wovenware’s results will be consolidated and reported within the results of the Company’s Earth Intelligence segment. The Wovenware acquisition is not material to the Company’s financial position or results of operations, and therefore, pro forma operating results and other disclosures for the acquisition are not presented.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements usually relate to future events and may include statements regarding, among other things, our anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof.

These forward-looking statements are based on management’s current expectations and assumptions based on information currently known to us and our projections of the future, about which we cannot be certain. Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this Quarterly Report on Form 10-Q. As a result, although we believe we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be accurate. Risks and uncertainties that could cause actual results to differ materially from current expectations include those set forth in Part II, Item 1A, “Risk Factors” and elsewhere in this MD&A, as such risks and uncertainties may be updated or superseded from time to time by subsequent reports we file with the Securities and Exchange Commission. The forward-looking statements contained in this Quarterly Report on Form 10-Q speak only as of the date hereof and are expressly qualified in their entirety by the foregoing risks and uncertainties. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition, results of operations and cash flows. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

*****

Unless stated otherwise or the context otherwise requires, references to the terms “Company,” “Maxar,” “we,” “us,” and “our” refer collectively to Maxar Technologies Inc. and its consolidated subsidiaries.

OVERVIEW

We are a provider of comprehensive space solutions and secure, precise, geospatial intelligence. We help government and commercial customers monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Our approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with speed, scale and cost effectiveness. Our businesses are organized and managed in two reportable segments: Earth Intelligence and Space Infrastructure, as described below under “Segment Results”.

Unless otherwise indicated, our significant accounting policies and estimates, material cash requirements, commitments, contingencies and business risks and uncertainties as described in our MD&A and consolidated financial statements for the year ended December 31, 2021, are substantially unchanged.

RECENT DEVELOPMENTS

WorldView Legion satellites update

We are nearing completion of the software validation process, and expect the first launch of the WorldView Legion satellites to be in January 2023 assuming no major issues arise. The second launch of the WorldView Legion satellites is still expected to be approximately two months after the first launch.

Satellite constellation useful lives and insurance policy updates

In October 2022, as part of our annual update, we re-evaluated the depreciable lives of our satellites based on established methodologies used for accounting purposes. Based on this update, we extended the useful lives of GeoEye-1,

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WorldView-1 and WorldView-2 by one year. The financial impact of these changes will be reflected in our results beginning in the fourth quarter of 2022. The lives we assign for depreciation purposes are typically shorter than the lives we use for planning purposes and our history shows that in most cases the estimated useful lives of our satellites have increased from the initial lives determined upon launch.

We procure insurance to protect us from the risks associated with our satellite operations, including the partial or total loss of the functional capacity of the satellite. We insure satellites in our constellation to the extent that insurance is available at acceptable premiums.

The following table summarizes the expected end of depreciable lives and our insurance coverage on our in-orbit and fully-commissioned satellites in our constellation as of October 2022:

Satellite	Launch Date	Expected End of Depreciable Life	Policy Period	Coverage (in millions)
WorldView-3	August 2014	Q1 2026	10/2022-10/2023	$	255
WorldView-2	October 2009	Q4 2024	10/2022-10/2023		220
WorldView-1	September 2007	Q3 2024	10/2022-10/2023		220
GeoEye-1	September 2008	Q3 2024	10/2022-10/2023		38

Additionally, in the second quarter of 2022, we increased our insurance coverage for our WorldView Legion satellite launches from $520 million to $620 million to update the coverage based on our decision earlier this year to add a third launch for our WorldView Legion satellites. These policies cover the launches plus the first year in orbit. Following the first year in orbit, we will seek to obtain in-orbit coverage similar to the coverage we currently have on our in-orbit and fully-commissioned satellite constellation.

Electro-Optical Commercial Layer (“EOCL”) contract

On May 25, 2022, the National Reconnaissance Office (“NRO”) awarded us a 10-year contract worth up to $3.24 billion, inclusive of a firm 5-year base contract commitment worth $1.5 billion and options worth up to $1.74 billion, as part of the Electro-Optical Commercial Layer Program (“EOCL Contract”). The EOCL Contract transitioned the imagery acquisition requirements previously addressed by the EnhancedView Follow-On contract (“EnhancedView Contract”) and replaces the scope of the EnhancedView Contract with respect to such requirements.

Under the EOCL Contract, we continue to provide high-resolution commercial satellite imagery services to the NRO for use across the U.S. defense and intelligence community. The EOCL Contract has an initial contract value of $1.5 billion with a 5-year base period of performance with the imagery acquisition portion beginning on June 15, 2022. This reflects a contractual commitment of just over $300 million for each of the first five years of the EOCL Contract to continue at a level comparable to services previously provided by us under the EnhancedView Contract. The $300 million base period commitment provides NRO access to the current constellation, then access, at an equivalent level, to the WorldView Legion satellites and the related imagery archive after satellites in our current constellation are no longer operational. The EOCL Contract, however, is flexible and allows for growth to consider additional capacity from the WorldView Legion satellites when they are operational. Accordingly, we retain growth capacity from our WorldView Legion satellites for the NRO and other customers.

While the imagery acquisition portion of the EnhancedView Contract has moved to EOCL, we will continue to perform other awarded services on the EnhancedView Contract through 2024, concurrent with the new EOCL Contract. The opportunity to increase services beyond the awarded amount is also built into the EOCL Contract.

The EOCL Contract differs significantly from the EnhancedView Contract in that it is a 5-year commitment with option years, instead of a one-year commitment with option years, and in addition, the EOCL Contract has built-in flexibility to increase services.

For year five, the government has awarded a priced option for increased capabilities at a value of $40 million, bringing the potential value for year five to $340 million. For years six through ten, the government has awarded additional options with a potential annual value of up to $340 million.

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Sale of senior secured notes and repurchase of debt

On June 14, 2022, we issued $500 million aggregate principal amount of 7.75% Senior Secured Notes due 2027 (“7.75% 2027 Notes”) in a private placement to qualified institutional buyers in the U.S. pursuant to Rule 144A under the Securities Act and outside the U.S. pursuant to Regulation S under the Securities Act. The 7.75% 2027 Notes have an interest rate of 7.75% per annum and were issued at a price equal to 100% of their face value. The 7.75% 2027 Notes will mature on June 15, 2027, unless earlier redeemed or repurchased. The 7.75% 2027 Notes are secured on a first-priority basis by liens on our and the guarantor’s assets that also secure, equally and ratably, our indebtedness under the Syndicated Credit Facility and the 7.54% 2027 Notes (as such terms are defined below) pursuant to the terms of a first lien intercreditor agreement. The 7.75% 2027 Notes are also guaranteed on a senior secured basis by each of our subsidiaries that are guarantors under our Syndicated Credit Facility and our 7.54% 2027 Notes.

On June 14, 2022, we used proceeds from the 7.75% 2027 Notes, along with cash on hand, to redeem the remaining $500 million aggregate principal amount of our 9.75% Senior Secured Notes due 2023 (“9.75% 2023 Notes”). The 9.75% 2023 Notes were redeemed at a price of 107.313% of the principal amount thereof, plus accrued but unpaid interest.

Concurrent amendment to Syndicated Credit Facility

On June 14, 2022, we amended the terms of our senior secured Syndicated Credit Facility (“Syndicated Credit Facility”) pursuant to an amended and restated credit agreement (“Amended and Restated Credit Agreement”). The Syndicated Credit Facility is composed of the Revolving Credit Facility and Term Loan B (as such terms are each defined below). The Amended and Restated Credit Agreement (i) replaced the Consolidated Leverage Ratio financial maintenance covenant with the Consolidated Net Debt Leverage Ratio (as defined in the Amended and Restated Credit Agreement) financial maintenance covenant not to exceed (1) 5.50:1.00 for each fiscal quarter ending on or prior to December 31, 2022, (2) 5.00:1.00 for each fiscal quarter ending on or after March 31, 2023 through and including December 31, 2023 and (3) 4.50:1.00 for each fiscal quarter ending on or after March 31, 2024, (ii) changed the required level of the Interest Coverage Ratio maintenance covenant to 2.50:1.00 as of the last day of each fiscal quarter, (iii) increased the total amount of the senior secured first lien term B facility (“Term Loan B”) outstanding to $1.5 billion and (iv) permitted the issuance of the 7.75% 2027 Notes and the redemption of the 9.75% 2023 Notes. The Amended and Restated Credit Agreement also extended the maturity date of the senior secured first lien revolving credit facility (“Revolving Credit Facility”) to June 14, 2027; provided that if the 7.75% 2027 Notes are not repaid in full by the date that is 91 days prior to the maturity date of the 7.75% 2027 Notes (“Springing Maturity Date”), the maturity date for the Revolving Credit Facility will be the Springing Maturity Date, and extended the maturity date of Term Loan B to June 14, 2029; provided that if the 7.75% 2027 Notes are not repaid in full by the Springing Maturity Date, the maturity date for the Term Loan B will be the maturity date of the 7.75% 2027 Notes.

SEGMENT RESULTS

Our Chief Operating Decision Maker measures performance of our reportable segments based on revenue and Adjusted EBITDA. Our operating and reportable segments are: Earth Intelligence and Space Infrastructure.

Earth Intelligence

In the Earth Intelligence segment, we are a global leader in high resolution space-based Earth observation imagery products and analytics. We launched the world’s first high resolution commercial imaging satellite in 1999 and currently operate a four-satellite imaging constellation, providing us with over two decades and approximately 137 petabytes of imagery over our history (referred to as our “Image Library”) of the highest-resolution, commercially available imagery. Our imagery solutions provide customers with timely, accurate and mission-critical information about our changing planet and support a wide variety of government and commercial applications, including mission planning, mapping and analysis, environmental monitoring, disaster management, crop management, oil and gas exploration and infrastructure management. We continue to innovate as demands for new satellite technology and advanced analytic tools increase. We are a leader in commercial satellite imagery, and our commitment to accuracy, clarity and recency of foundational mapping enables us to provide the highest quality imagery basemaps for our customers. The high-quality satellite

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imagery also enables us to provide advanced 3D modeling for augmented reality, virtual reality and interactive engagement through our Precision3D Suite of tools. The U.S. government is the largest customer of our Earth Intelligence segment through the EOCL Contract, EnhancedView Contract, Global Enhanced GEOINT Delivery and One World Terrain programs and various classified and unclassified contract vehicles. In the commercial satellite Earth observation industry, we are a leader across U.S. government agencies, international government agencies and commercial customer verticals.

We also provide geospatial services that combine imagery, analytic expertise and innovative technology to deliver intelligence solutions to customers. Our cleared personnel support analytic solutions that accurately document change and enable geospatial modeling and analysis that help predict where events will occur. Our primary customer of geospatial services is the U.S. government, but we also support intelligence requirements for other U.S. allied governments, global development organizations and commercial customers.

Space Infrastructure

In the Space Infrastructure segment, we provide solutions for communications, Earth observation, remote sensing, on-orbit servicing, robotic assembly and space exploration. We address a broad spectrum of needs for our customers, including mission systems engineering, product design, spacecraft manufacturing, assembly, integration and testing. Our principal customers in the Space Infrastructure segment are commercial satellite operators and government agencies worldwide. Our approach combines proven success gained over six decades in the industry with the nimbleness and agility of a smaller space company.

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RESULTS OF OPERATIONS

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Revenues:
Product	$	161	$	166	$	(5)	(3)	%	$	469	$	498	$	(29)	(6)	%
Service		275		271		4	1			810		804		6	*
Total revenues	$	436	$	437	$	(1)	*	%	$	1,279	$	1,302	$	(23)	(2)	%
Costs and expenses:
Product costs, excluding depreciation and amortization		125		144		(19)	(13)			380		448		(68)	(15)
Service costs, excluding depreciation and amortization		95		93		2	2			280		286		(6)	(2)
Selling, general and administrative		110		89		21	24			320		261		59	23
Depreciation and amortization		64		74		(10)	(14)			199		221		(22)	(10)
Operating income	$	43	$	37	$	6	16	%	$	101	$	86	$	15	17	%
Interest expense, net		30		25		5	20			129		127		2	2
Other expense (income), net		12		(2)		14	*			7		(6)		13	*
Income (loss) before taxes	$	1	$	14	$	(13)	(93)	%	$	(35)	$	(35)	$	—	—	%
Income tax expense (benefit)		5		—		5	*			6		(10)		16	(160)
Net (loss) income	$	(4)	$	14	$	(18)	(129)	%	$	(41)	$	(25)	$	(16)	64	%

* Not meaningful.

Product and service revenues

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Product revenues	$	161	$	166	$	(5)	(3)	%	$	469	$	498	$	(29)	(6)	%
Service revenues		275		271		4	1			810		804		6	*
Total revenues	$	436	$	437	$	(1)	*	%	$	1,279	$	1,302	$	(23)	(2)	%

* Not meaningful.

Total revenues remained relatively flat and were $436 million for the three months ended September 30, 2022, compared to $437 million for the same period of 2021.

Total revenues decreased to $1,279 million from $1,302 million, or by $23 million, for the nine months ended September 30, 2022, compared to the same period of 2021. The decrease in revenues was driven by a decrease in product revenues within our Space Infrastructure segment partially offset by an increase in service revenues within our Earth Intelligence segment.

Further discussion of the drivers behind changes in revenues is included within the “Results by Segment” section below.

See Note 10, “Revenue” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” for product and service revenue by segment.

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Product and service costs

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Product costs, excluding depreciation and amortization	$	125	$	144	$	(19)	(13)	%	$	380	$	448	$	(68)	(15)	%
Service costs, excluding depreciation and amortization		95		93		2	2			280		286		(6)	(2)
Total costs	$	220	$	237	$	(17)	(7)	%	$	660	$	734	$	(74)	(10)	%

Total costs of product and services decreased to $220 million from $237 million, or by $17 million, for the three months ended September 30, 2022, compared to the same period of 2021. The decrease in costs was primarily due to a decrease in product costs within our Space Infrastructure segment driven by reduced risks on certain programs nearing completion for the three months ended September 30, 2022, compared to the same period of 2021.

Total costs of product and services decreased to $660 million from $734 million, or by $74 million, for the nine months ended September 30, 2022, compared to the same period of 2021. The decrease in costs was primarily driven by a decrease in product costs within our Space Infrastructure segment due to charges taken as a result of the non-performance of the SXM-7 satellite in the first quarter of 2021, which did not reoccur for the nine months ended September 30, 2022.

Selling, general and administrative

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Selling, general and administrative	$	110	$	89	$	21	24	%	$	320	$	261	$	59	23	%

Selling, general and administrative costs increased to $110 million from $89 million, or by $21 million, for the three months ended September 30, 2022, compared to the same period of 2021. The increase was primarily due to a $7 million increase in research and development costs, a $5 million increase in expenses related to our enterprise resource planning ("ERP") project, a $5 million increase in information technology (“IT”) costs and a $4 million increase in other expenses. These increases were partially offset by a $3 million decrease in labor related expenses.

Selling, general and administrative costs increased to $320 million from $261 million, or by $59 million, for the nine months ended September 30, 2022, compared to the same period of 2021. The increase was primarily due to a $12 million increase in expenses related to our ERP project, a $10 million increase in research and development costs, a $10 million increase in marketing and sales costs, a $9 million increase in IT costs and a $6 million increase in travel and facilities costs due to more employees working from our onsite location offices. There was also a $6 million increase in labor related expenses driven by increases in or reassignment of personnel, annual merit increases, increases in headcount and increases in fringe benefits and a $4 million increase in stock based compensation for the nine months ended September 30, 2022, compared to the same period of 2021. Stock compensation expense increased primarily due to incremental expense related to liability classified awards during the first quarter of 2022.

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Depreciation and amortization

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Property, plant and equipment	$	20	$	23	$	(3)	(13)	%	$	58	$	67	$	(9)	(13)	%
Intangible assets		44		51		(7)	(14)			141		154		(13)	(8)
Depreciation and amortization expense	$	64	$	74	$	(10)	(14)	%	$	199	$	221	$	(22)	(10)	%

Depreciation and amortization expense decreased to $64 million from $74 million, or by $10 million, for the three months ended September 30, 2022, compared to the same period of 2021. The decrease was primarily driven by a decrease in amortization expense related to intangible assets that were fully amortized in 2021 and a decrease in depreciation expense related to the extension of the useful lives of three satellites in the fourth quarter of 2021.

Depreciation and amortization expense decreased to $199 million from $221 million, or by $22 million, for the nine months ended September 30, 2022, compared to the same period of 2021. The decrease was primarily driven by a decrease in amortization expense related to intangible assets that were fully amortized in 2021 and a decrease in depreciation expense related to the extension of the useful lives of three satellites in the fourth quarter of 2021.

Interest expense, net

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Interest expense:
Interest on long-term debt	$	43	$	33	$	10	30	%	$	110	$	110	$	—	—	%
Loss on debt extinguishment		—		—		—	*			53		41		12	29
Interest on orbital securitization liability		—		1		(1)	(100)			2		3		(1)	(33)
Imputed interest and other		2		1		1	100			2		2		—	—
Capitalized interest		(15)		(10)		(5)	50			(38)		(29)		(9)	31
Interest expense, net	$	30	$	25	$	5	20	%	$	129	$	127	$	2	2	%

* Not meaningful.

Interest expense, net increased to $30 million from $25 million, or by $5 million, for the three months ended September 30, 2022, compared to the same period in 2021. The increase was primarily due to a $10 million increase in interest on long-term debt driven by an increase in interest rates on our Term Loan B (as defined below) which was amended in the second quarter of 2022. The increase was partially offset by a $5 million increase in capitalized interest related to the building of our WorldView Legion satellites.

Interest expense, net increased to $129 million from $127 million, or by $2 million, for the nine months ended September 30, 2022 compared to the same period in 2021. The increase was primarily due to a $12 million increase in loss on debt extinguishment during the nine months ended September 30, 2022 compared to the same period of 2021 driven by a $53 million loss on debt extinguishment incurred in connection with the redemption of our 9.75% 2023 Notes (as defined below) and the amendment of our Term Loan B and Revolving Credit Facility in the second quarter of 2022, partially offset by a $41 million loss on debt extinguishment recognized from the partial redemption of our 9.75% 2023 Notes in the first quarter of 2021. The increase was partially offset by a $9 million increase in capitalized interest related to the building of our WorldView Legion satellites.

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Other expense (income), net

	Three Months Ended								Nine Months Ended
	September 30,					$	%		September 30,					$	%
	2022		2021			Change	Change		2022		2021			Change	Change
($ millions)
Other expense (income), net	$	12	$	(2)	$	14	*	%	$	7	$	(6)	$	13	*	%

* Not meaningful.

Other expense (income), net changed to an expense of $12 million from income of $2 million, or by $14 million, for the three months ended September 30, 2022, compared to the same period in 2021. The change was primarily due to a $12 million expense related to the satisfaction of an offset obligation incurred as a result of conducting business in a foreign country. In addition, the increase in expense was driven by a $5 million foreign exchange loss for the three months ended September 30, 2022, compared to a $1 million foreign exchange loss for the same period of 2021. These increases in expense were partially offset by a decrease in amortization expense of net loss on our pension plans for the three months ended September 30, 2022, compared to the same period of 2021.

Other expense (income), net changed to an expense of $7 million from income of $6 million, or by $13 million, for the nine months ended September 30, 2022, compared to the same period in 2021. The change was primarily due to a $12 million expense related to the satisfaction of an offset obligation incurred as a result of conducting business in a foreign country. In addition, the increase in expense was driven by a $7 million foreign exchange loss for the nine months ended September 30, 2022, compared to a $2 million foreign exchange loss for the same period of 2021. These increases in expense were partially offset by a decrease in amortization expense of net loss on our pension plans for the nine months ended September 30, 2022, compared to the same period of 2021.

See Note 15, “Commitments and Contingencies” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” in this Quarterly Report on Form 10-Q for further details on the offset obligation.

Income tax expense (benefit)

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Income tax expense (benefit)	$	5	$	—	$	5	*	%	$	6	$	(10)	$	16	(160)	%

* Not meaningful.

Income tax expense changed to an expense of $5 million from $0 million, for the three months ended September 30, 2022, compared to the same period in 2021 primarily due to an increase in the estimated Base Erosion and Anti-Abuse Tax (“BEAT”) expense and state income tax expense.

Income tax expense changed to an expense of $6 million from a benefit of $10 million, for the nine months ended September 30, 2022, compared to the same period in 2021, primarily due to an increase in BEAT expense and state income tax expense.

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RESULTS BY SEGMENT

We analyze financial performance by segments, which group related activities within our business. We report our financial performance based on two reportable segments: Earth Intelligence and Space Infrastructure. Intrasegment transactions have been eliminated from the segmented financial information discussed below.

	Three Months Ended								Nine Months Ended
	September 30,				$		%		September 30,				$		%
	2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Revenues:
Earth Intelligence	$	275	$	271	$	4	1	%	$	810	$	804	$	6	1	%
Space Infrastructure		186		180		6	3			549		541		8	1
Intersegment eliminations		(25)		(14)		(11)	79			(80)		(43)		(37)	86
Total revenues	$	436	$	437	$	(1)	(0)	%	$	1,279	$	1,302	$	(23)	(2)	%
Adjusted EBITDA:
Earth Intelligence	$	115	$	124	$	(9)	(7)	%	$	343	$	362	$	(19)	(5)	%
Space Infrastructure		33		14		19	136			71		29		42	145
Intersegment eliminations		(10)		(5)		(5)	100			(28)		(17)		(11)	65
Corporate and other expenses		(28)		(20)		(8)	40			(73)		(62)		(11)	18
Total Adjusted EBITDA	$	110	$	113	$	(3)	(3)	%	$	313	$	312	$	1	0	%

Adjusted EBITDA disclosures throughout this section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are non-GAAP measures. See “Non-GAAP Financial Measures” below for further discussion of Adjusted EBITDA disclosures. See also Note 11, “Segment Information” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” in this Quarterly Report on Form 10-Q for additional information about how we use Adjusted EBITDA to measure the performance of each of our segments.

Earth Intelligence

The following table provides selected financial information for the Earth Intelligence segment:

	Three Months Ended										Nine Months Ended
	September 30,						$		%		September 30,						$		%
	2022			2021			Change		Change		2022			2021			Change		Change
($ millions)
Total revenues	$	275		$	271		$	4	1	%	$	810		$	804		$	6	1	%
Adjusted EBITDA	$	115		$	124		$	(9)	(7)	%	$	343		$	362		$	(19)	(5)	%
Adjusted EBITDA margin (as a % of total revenues)		41.8	%		45.8	%						42.3	%		45.0	%

Revenues from the Earth Intelligence segment increased to $275 million from $271 million, or by $4 million, for the three months ended September 30, 2022, compared to the same period in 2021. The increase was primarily driven by a $15 million increase in revenues from the U.S. government, including $11 million from crisis support services, and a $3 million increase in revenues from international defense and intelligence customers. These increases in revenues were partially offset by a $14 million decrease in revenues from commercial programs primarily driven by revenue recognized from a significant commercial contract in the third quarter of 2021.

Revenues from the Earth Intelligence segment increased to $810 million from $804 million, or by $6 million, for the nine months ended September 30, 2022, compared to the same period in 2021. The increase was primarily driven by a $15 million increase in revenues from the U.S. government and a $3 million increase in revenues from international defense and intelligence customers. The increase in revenues from the U.S. government was primarily due to a $47

35

million increase in imagery solutions revenues including $27 million from crisis support services partially offset by a $31 million decrease in geospatial service revenues from U.S. government customers. These increases in revenues were partially offset by a $12 million decrease in revenues from commercial programs primarily driven by revenue recognized from a significant commercial contract in the third quarter of 2021.

Adjusted EBITDA decreased to $115 million from $124 million, or by $9 million, for the three months ended September 30, 2022, compared to the same period of 2021. The decrease was primarily driven by increased spending, including on marketing and sales costs of $5 million, IT costs of $4 million, our ERP project of $3 million and other selling, general and administrative costs partially offset by higher revenues.

Adjusted EBITDA decreased to $343 million from $362 million, or by $19 million, for the nine months ended September 30, 2022, compared to the same period of 2021. The decrease was primarily related to a $30 million increase in selling, general and administrative costs, compared to the same period of 2021, partially offset by improved mix of revenues from higher margin offerings. The increase in expense was primarily driven by increased spending, including our ERP project of $8 million, IT costs of $8 million, marketing and sales costs of $6 million and an increase in travel costs and facilities costs of $5 million due to more employees working from our onsite location offices.

Space Infrastructure

The following table provides selected financial information for the Space Infrastructure segment.

	Three Months Ended										Nine Months Ended
	September 30,						$		%		September 30,						$		%
	2022			2021			Change		Change		2022			2021			Change		Change
($ millions)
Total revenues	$	186		$	180		$	6	3	%	$	549		$	541		$	8	1	%
Adjusted EBITDA	$	33		$	14		$	19	136	%	$	71		$	29		$	42	145	%
Adjusted EBITDA margin (as a % of total revenues)		17.7	%		7.8	%						12.9	%		5.4	%

Changes in revenues from year to year are influenced by the size, timing and number of satellite contracts awarded in the current and preceding years and the length of the construction period for satellite contracts awarded. Revenues on satellite contracts are recognized using the cost-to-cost method to determine the percentage of completion over the construction period, which typically ranges between 20 to 36 months, and up to 48 months in certain situations. Adjusted EBITDA margins can vary from quarter to quarter due to the mix of our revenues and changes in our EAC as our risks are retired and as our EACs are increased or decreased based on contract performance. Adjusted EBITDA margins are also impacted by estimated contractual consideration.

Revenues from the Space Infrastructure segment increased to $186 million from $180 million, or by $6 million, for the three months ended September 30, 2022, compared to the same period of 2021. Revenues for the three months ended increased primarily as a result of a $4 million increase in revenues from U.S. government contracts and a $2 million increase in revenues from recurring commercial programs.

Revenues from the Space Infrastructure segment increased to $549 million from $541 million, or by $8 million, for the nine months ended September 30, 2022, compared to the same period of 2021. Revenues for the nine months ended September 30, 2022 increased primarily as a result of a $28 million aggregate impact due to the non-performance of the SXM-7 satellite that was recorded during the first quarter of 2021, which did not reoccur for the nine months ended September 30, 2022. The increase was partially offset by an $18 million decrease in revenues driven by a decline in volumes from recurring commercial programs and a $2 million decrease in revenues from U.S. government contracts during the nine months ended September 30, 2022 compared to the same period of 2021.

Adjusted EBITDA in the Space Infrastructure segment increased to $33 million from $14 million, or by $19 million, for the three months ended September 30, 2022, compared to the same period of 2021. The increase was primarily due to

36

higher margins driven by reduced risks on certain programs nearing completion for the three months ended September 30, 2022 compared to the same period of 2021.

Adjusted EBITDA in the Space Infrastructure segment increased to $71 million from $29 million, or by $42 million, for the nine months ended September 30, 2022, compared to the same period of 2021. The increase was primarily related to the above-mentioned SXM-7 satellite impacts which did not reoccur in the same period in 2022 and higher margins driven by reduced risks on certain programs nearing completion for the three months ended September 30, 2022 compared to the same period of 2021. The increase in Adjusted EBITDA was partially offset by an increase in selling, general and administrative expenses including research and development expense, ERP project expenses, marketing expenses and labor related expense from increases in headcount, annual merit increases and increases in fringe benefits.

Corporate and other expenses

Corporate and other expenses include items such as corporate office costs, regulatory costs, executive and director compensation, foreign exchange gains and losses, retention costs and fees for legal and consulting services.

Corporate and other expenses increased to $28 million from $20 million, or by $8 million, for the three months ended September 30, 2022, compared to the same period in 2021. The increase was primarily driven by a $5 million foreign exchange loss for the three months ended September 30, 2022, compared to a $1 million foreign exchange loss for the same period in 2021. The increase was also driven by a $3 million increase in selling, general and administrative costs.

Corporate and other expenses increased to $73 million from $62 million, or by $11 million, for the nine months ended September 30, 2022, compared to the same period in 2021. The increase was primarily driven by a $6 million increase in selling, general and administrative costs due to a $2 million increase in stock-based compensation expense, a $2 million increase in marketing expenses and a $2 million increase in research and development expenses for the nine months ended September 30, 2022, compared to the same period in 2021. The increase in stock-based compensation expense was primarily due to incremental expense related to liability classified awards. The increase in Corporate and other expenses was also driven by a $7 million foreign exchange loss for the nine months ended September 30, 2022, compared to a $2 million foreign exchange loss for the same period in 2021.

Intersegment eliminations

Intersegment eliminations are related to projects between our segments, including the construction of our WorldView Legion satellites. Intersegment eliminations increased to $10 million from $5 million, or by $5 million, for the three months ended September 30, 2022, compared to the same period in 2021, primarily related to an increase in intersegment satellite construction activity.

Intersegment eliminations increased to $28 million from $17 million, or by $11 million, for the nine months ended September 30, 2022, compared to the same period in 2021, primarily related to an increase in intersegment satellite construction activity.

BACKLOG

Our backlog by segment is as follows:

	September 30,		December 31,
	2022		2021
($ millions)
Earth Intelligence	$	2,159	$	1,028
Space Infrastructure		796		865
Total backlog		2,955		1,893
Unfunded contract options		2,130		650
Total	$	5,085	$	2,543

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Order backlog, representing the estimated dollar value of firm contracts for which work has not yet been performed (also known as the remaining performance obligations on a contract), was $2,955 million as of September 30, 2022 compared to $1,893 million as of December 31, 2021. Order backlog generally does not include unexercised contract options and potential orders under indefinite delivery/indefinite quantity contracts.

Backlog in the Space Infrastructure segment is primarily comprised of multi-year awards, such as satellite builds. Fluctuations in backlog are driven primarily by the timing of large program wins. Backlog in the Earth Intelligence segment consists of both multi-year and annual contracts, which renew at various times throughout the year. As a result, the timing of when contracts are awarded and when option years are exercised may cause backlog to fluctuate significantly from period to period.

Although backlog reflects business that is considered to be firm, terminations, amendments or cancellations may occur, which could result in a reduction in our total backlog.

Our unfunded contract options totaled $2,130 million and $650 million as of September 30, 2022 and December 31, 2021, respectively. Unfunded contract options represent estimated amounts of revenue to be earned in the future from negotiated contracts with unexercised contract options and indefinite delivery/indefinite quantity contracts. Unfunded contract options as of September 30, 2022 were primarily comprised of option years in the EOCL Contract (for the periods June 15, 2027 through June 14, 2032) and other U.S. government contracts. Unfunded contract options as of December 31, 2021 were primarily comprised of the option year in the EnhancedView Contract (September 1, 2022 through July 12, 2023) and other U.S. government contracts. On May 25, 2022, we were awarded the EOCL Contract by the NRO, which is a 10-year contract worth up to $3.24 billion, inclusive of a firm 5-year base contract commitment worth $1.5 billion and options worth up to $1.74 billion. The EOCL Contract transitioned the imagery acquisition requirements previously addressed by the EnhancedView Contract and, with this award, replaces the scope of the EnhancedView Contract with respect to such requirements.

LIQUIDITY & CAPITAL RESOURCES

Our sources of liquidity include cash provided by operations, access to existing credit facilities, collection or securitization of orbital receivables and, when available and efficient, access to the capital markets. We generally maintain limited cash on hand and use available cash to pay down borrowings on our Syndicated Credit Facility (as defined below). Our primary short-term cash requirements are to fund working capital, including requirements on long-term construction contracts (including our geostationary satellite contracts), fixed overhead costs, and to fund the construction and launch of our WorldView Legion satellites and other capital expenditures. Working capital requirements can vary significantly from period to period, particularly as a result of the timing of receipts and disbursements related to long-term construction contracts.

Our medium-term to long-term cash requirements are to service and repay debt and make investments, including in facilities, equipment, technologies, and research and development for growth initiatives. These capital investments include investments to replace the capability or capacity of satellites which have or will go out of service in the future. Over the near-term to medium-term, it is also possible that our customers may fully or partially fund the construction of additional Legion satellites. Cash is also used to pay dividends and finance other long-term strategic business initiatives.

In June 2022, we issued $500 million aggregate principal amount of our 7.75% 2027 Notes and used the proceeds, along with cash on hand, to redeem in full the remaining $500 million aggregate principal amount of our 9.75% 2023 Notes. Also in June 2022, we amended our Syndicated Credit Facility to increase the total amount of Term Loan B outstanding to $1.5 billion and extended the maturity date of our Revolving Credit Facility to June 14, 2027. See “Recent Developments” above for additional information. As a result, our first maturity of long-term debt is in the second quarter of 2027 and relates to our 7.75% 2027 Notes and Revolving Credit Facility.

We have significant purchase obligations in the normal course of business for goods and services, under agreements with defined terms as to quantity, price and timing of delivery. Purchase obligations represent open purchase orders and other commitments for the purchase or construction of property, plant and equipment or intangible assets, operational

38

commitments related to remote ground terminals, or with subcontractors on long-term construction contracts that we have with customers in the normal course of business.

We also have short and long-term requirements to fund our pension plans within the Space Infrastructure segment. Funding requirements under applicable laws and regulations are a major consideration in making contributions to our pension plans. Failure to satisfy the minimum funding thresholds with respect to appropriate laws and regulations could result in restrictions on our ability to amend the plans or make benefit payments. With respect to our qualified pension plan, we intend to contribute annually not less than the required minimum funding thresholds. In 2021, we elected to take advantage of certain provisions of the American Rescue Plan Act of 2021 and due to our election, there are no required contributions for the qualified pension plan for the year ending December 31, 2022.

Our ability to fund our cash needs will depend, in part, on our ability to generate cash in the future, which depends on our future financial results. Our future results are subject to general economic factors, including inflation and rising interest costs, and financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions is impacted by many factors, including capital market liquidity and overall economic conditions.

We believe that our cash from operating activities generated from continuing operations, together with available borrowings under our Revolving Credit Facility, will be adequate for the next twelve months and the foreseeable future to meet our anticipated uses of cash flow, including working capital, capital expenditure, debt service costs, dividend and other commitments. While we intend to reduce debt over time using cash provided by operations, we may also seek to meet long-term debt obligations, if necessary, and fund future capital investments by obtaining capital from a variety of additional sources or by refinancing existing obligations. These sources include public or private capital markets, bank financings, proceeds from dispositions or other third-party sources.

Summary of cash flows

	Nine Months Ended
	September 30,
	2022		2021
($ millions)
Cash provided by operating activities - continuing operations	$	191	$	186
Cash used in operating activities - discontinued operations		—		(1)
Cash provided by operating activities		191		185
Cash used in investing activities - continuing operations		(228)		(156)
Cash provided by (used in) financing activities - continuing operations		17		(24)
Effect of foreign exchange on cash, cash equivalents and restricted cash		—		—
Cash, cash equivalents, and restricted cash, beginning of year		48		31
Cash, cash equivalents, and restricted cash, end of period	$	28	$	36

Operating activities

Cash flows from operating activities can vary significantly from period to period as a result of our working capital requirements, given our portfolio of large construction programs and the timing of milestone receipts and payments with customers and suppliers in the ordinary course of business. Investment in working capital is also necessary to build our business and manage lead times in construction activities. We expect working capital account balances to continue to vary from period to period. We efficiently fund our working capital requirements with the Revolving Credit Facility (as defined below).

Cash provided by operating activities from continuing operations increased to $191 million from $185 million, or by $6 million, for the nine months ended September 30, 2022 compared to the same period in 2021. This change was primarily driven by favorable changes in the working capital for the nine months ended September 30, 2022, compared to the same period in 2021.

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Investing activities

Cash used in investing activities from continuing operations increased to $228 million from $156 million, or by $72 million, for the nine months ended September 30, 2022 compared to the same period in 2021. Our primary investing activities included expenditures on property, plant and equipment of $159 million and $84 million for the nine months ended September 30, 2022 and 2021, respectively, and investments in intangible assets primarily related to internally developed software of $67 million and $72 million for the nine months ended September 30, 2022 and 2021, respectively. Property, plant and equipment expenditures for the nine months ended September 30, 2022 and 2021 primarily related to the construction of our WorldView Legion satellites.

Financing activities

Cash provided by financing activities from continuing operations increased to $17 million from cash used in financing activities of $24 million, or by $41 million, for the nine months ended September 30, 2022 compared to the same period in 2021. During the nine months ended September 30, 2022, Term Loan B was refinanced, which resulted in net proceeds of $1,329 million offset by the cash paid to extinguish the prior Term Loan B of $1,341 million, which excluded amounts accounted for as a debt modification. Additionally during the nine months ended September 30, 2022, cash used in financing activities included $537 million used to redeem our 9.75% 2023 Notes, including approximately $37 million in premiums paid to redeem such 9.75% 2023 Notes, debt issuance costs of $27 million, repayments of long-term debt of $12 million and the settlement of the securitization liability of $10 million. These items were offset by $500 million in proceeds from the issuance of our 7.75% 2027 Notes and $125 million from the net proceeds of the Revolving Credit Facility. During the nine months ended September 30, 2021, cash used in financing activities primarily included $384 million used for the partial redemption of the 9.75% 2023 Notes, including approximately $34 million in premiums paid to redeem such 9.75% 2023 Notes, the settlement of the securitization liability of $9 million and repayments of long-term debt of $7 million. These payments were partially offset by net proceeds of $380 million from the underwritten public offering of our common stock in March 2021.

Long-term debt

The following table summarizes our long-term debt: 

	September 30,		December 31,
	2022		2021
($ millions)
Syndicated Credit Facility:
Revolving Credit Facility	$	125	$	—
Term Loan B		1,496		1,444
9.75% 2023 Notes		—		500
7.75% 2027 Notes		500		—
7.54% 2027 Notes		150		150
Deferred financing		20		26
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(102)		(39)
Total long-term debt	$	2,194	$	2,086

Syndicated Credit Facility

As of September 30, 2022, the Syndicated Credit Facility is composed of: (i) a Revolving Credit Facility in an aggregate capacity of up to $500 million maturing in June 2027 and (ii) a Term Loan B in an aggregate principal amount of $1.5 billion maturing in June 2029, which was issued with an original issue discount of 4.50%.

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On June 14, 2022, we amended the terms of the Syndicated Credit Facility pursuant to our Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement (i) replaced the Consolidated Leverage Ratio financial maintenance covenant with the Consolidated Net Debt Leverage Ratio (as defined in the Amended and Restated Credit Agreement) financial maintenance covenant not to exceed (1) 5.50:1.00 for each fiscal quarter ending on or prior to December 31, 2022, (2) 5.00:1.00 for each fiscal quarter ending on or after March 31, 2023 through and including December 31, 2023 and (3) 4.50:1.00 for each fiscal quarter ending on or after March 31, 2024, (ii) changed the required level of the Interest Coverage Ratio maintenance covenant to 2.50:1.00 as of the last day of each fiscal quarter, (iii) increased the total amount of Term Loan B outstanding to $1.5 billion and (iv) permitted the issuance of the 7.75% 2027 Notes and the redemption of the 9.75% 2023 Notes.

Borrowings under Term Loan B bear interest at a rate equal to, at our option, either Adjusted Term SOFR plus an applicable margin ranging from 4.00% to 4.25% or adjusted base rate (“ABR”) plus an applicable margin ranging from 3.00% to 3.25%, in each case depending on the total Consolidated Net Debt Leverage Ratio. Starting September 30, 2022, we must make equal quarterly installment payments in aggregate annual amounts equal to 1% of the original principal amount of Term Loan B, with the final balance payable at maturity on June 14, 2029; provided that if the 7.75% 2027 Notes are not repaid in full by the Springing Maturity Date, the maturity date for the Term Loan B will be the maturity date of the 7.75% 2027 Notes. Borrowings under Term Loan B may be repaid by us, in whole or in part, together with accrued interest, without premium or penalty.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at our option, if such borrowings are in U.S. dollars, either Adjusted Term SOFR plus an applicable margin ranging from 2.75% to 3.50% or ABR plus an applicable margin ranging from 1.75% to 2.50%, in each case depending on the total Consolidated Net Debt Leverage Ratio. We may also, at our option, borrow in Canadian dollars, Euros or British Pounds Sterling using the same applicable margins as noted for U.S. dollars. The Revolving Credit Facility is payable at maturity on June 14, 2027; provided that if the 7.75% 2027 Notes are not repaid in full by the Springing Maturity Date, the maturity date for the Revolving Credit Facility will be the Springing Maturity Date. The Revolving Credit Facility may be repaid by us, in whole or in part, together with accrued interest, without premium or penalty.

We evaluated the amendment of Term Loan B on a lender-by-lender basis and accounted for $1.3 billion as a debt extinguishment and $103 million as a debt modification. The portion accounted for as a debt modification is excluded from the presentation of cash flows from financing activities in the Consolidated Statement of Cash Flows as it represents a non-cash transaction. We recognized a loss on debt extinguishment of $10 million equal to the write-off of unamortized debt issuance costs. The modification of the Revolving Credit Facility resulted in the recognition of a loss on debt extinguishment of $1 million equal to the write-off of unamortized debt issuance costs. We recognized the losses on debt extinguishment in Interest expense, net in the Unaudited Condensed Consolidated Statements of Operations.

The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. We had $24 million and $28 million of issued and undrawn letters of credit outstanding under the Revolving Credit Facility as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, we were in compliance with our debt covenants.

9.75% Notes due 2023

On June 14, 2022, we used the proceeds from the issuance of the 7.75% 2027 Notes, along with cash on hand, to redeem the remaining $500 million aggregate principal amount of our 9.75% 2023 Notes. The 9.75% 2023 Notes were redeemed at a price of 107.313% of the principal amount thereof, plus accrued but unpaid interest.

We accounted for the issuance of the 7.75% 2027 Notes and the redemption of the 9.75% 2023 Notes as a debt extinguishment. As a result, the 7.313% premium paid on the redemption of the 9.75% 2023 Notes is accounted for as a loss on debt extinguishment. Additionally, at the time of the extinguishment there were $1 million of unamortized debt issuance costs and an unamortized debt discount of $5 million associated with the 9.75% 2023 Notes, which were written off as a loss on debt extinguishment. We recognized a total loss on extinguishment of the 9.75% 2023 Notes of $42 million, which is included in Interest expense, net in the Unaudited Condensed Consolidated Statement of Operations.

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7.75% Notes due 2027

On June 14, 2022, we issued $500 million in aggregate principal amount of 7.75% 2027 Notes in a private placement to qualified institutional buyers in the U.S. pursuant to Rule 144A under the Securities Act and outside the U.S. pursuant to Regulation S under the Securities Act. The 7.75% 2027 Notes were issued at a price equal to 100% of their face value and are recorded as long-term debt in the consolidated financial statements. The 7.75% 2027 Notes bear interest at the rate of 7.75% per year, payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2022. The 7.75% 2027 Notes will mature on June 15, 2027, unless earlier redeemed or repurchased. The 7.75% 2027 Notes are secured on a first-priority basis by liens on our and the guarantors’ assets that also secure, equally and ratably, our indebtedness under the Syndicated Credit Facility and the 7.54% 2027 Notes (as defined below) pursuant to the terms of a first lien intercreditor agreement. The 7.75% 2027 Notes are also guaranteed on a senior secured basis by each of our subsidiaries that are guarantors under our Syndicated Credit Facility and our 7.54% Senior Secured Notes due 2027.

7.54% Notes due 2027

On June 25, 2020, we issued $150 million in aggregate principal amount of 7.54% Senior Secured Notes due 2027 (“7.54% 2027 Notes”). The 7.54% 2027 Notes were offered and sold to qualified institutional buyers in the U.S. pursuant to Rule 144A and outside the U.S. pursuant to Regulation S under the Securities Act. The 7.54% 2027 Notes were issued at a price of 98.25% and are recorded as long-term debt in our consolidated financial statements. The 7.54% 2027 Notes bear interest at the rate of 7.54% per year, payable semi-annually in cash in arrears, for which interest payments commenced December 2020. The 7.54% 2027 Notes will mature on December 31, 2027, unless earlier redeemed or repurchased. The 7.54% 2027 Notes are guaranteed on a senior secured basis by each of our existing and future subsidiaries that guarantee the Syndicated Credit Facility.

See Note 7, “Long-term debt and interest expense, net” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” in this Quarterly Report on Form 10-Q for further details on our long-term debt.

Securitization liability

We have in place a revolving securitization facility agreement with an international financial institution. Under the terms of the Syndicated Credit Facility, we may offer to sell eligible orbital receivables from time to time with terms of seven years or less, discounted to face value using prevailing market rates. There were no sales or repurchases of eligible receivables executed in the nine months ended September 30, 2022 or 2021.

The orbital receivables that were securitized remain on our balance sheet as the accounting criteria for surrendering control of the orbital receivables were not met. The net proceeds received have been recognized as securitization liabilities that have been subsequently measured at amortized cost using the effective interest rate method. The securitized orbital receivables and securitization liabilities are being drawn down as payments are received from customers and passed on to the international financial institution. We continue to recognize orbital revenue on the orbital receivables that are subject to the securitization transactions and recognize interest expense to accrete the securitization liability.

Interest rate swaps

On April 29, 2022, $500 million of our interest rate swaps matured. On June 22, 2022, we entered into SOFR interest rate swaps having a notional value of $500 million. In June 2022, we amended our existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to SOFR in connection with our Amended and Restated Credit Agreement. In total, as of September 30, 2022, an aggregate of $1 billion of our variable rate long-term debt is fixed at an average one-month SOFR rate of 1.71% (excluding the margin specified in the Syndicated Credit Facility) pursuant to our outstanding interest rate swaps. In each of June 2023 and June 2024, we will have interest rate swap maturities of $500 million.

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Off-balance sheet arrangements

As of September 30, 2022, we had no outstanding foreign exchange sales contracts. As of September 30, 2022, we had $24 million in letters of credit issued under the Syndicated Credit Facility. Such arrangements are not expected to have a material effect on our liquidity or capital resources, financial position or results of operations.

We use, from time to time, derivative financial instruments to manage existing foreign currency exposures. We consider the management of financial risks to be an important part of our overall corporate risk management policy. Foreign exchange forward contracts are used to hedge our exposure to currency risk on sales, purchases, cash, net investments and loans denominated in a currency other than the functional currency of our domestic and foreign operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no material changes to our critical accounting policies, estimates or judgments, that occurred in the period covered by this report from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2021.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2, “Summary of Significant Accounting Policies” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item I, “Financial Information” in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

NON-GAAP FINANCIAL MEASURES

In addition to results reported in accordance with U.S. GAAP, we use certain non-GAAP financial measures as supplemental indicators of our financial and operating performance. These non-GAAP financial measures include EBITDA, Adjusted EBITDA and Adjusted EBITDA margin.

We define EBITDA as earnings before interest, taxes, depreciation and amortization, Adjusted EBITDA as EBITDA adjusted for certain items affecting the comparability of our ongoing operating results as specified in the calculation and Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. Certain items affecting the comparability of our ongoing operating results between periods include restructuring, impairments, insurance recoveries, gain (loss) on sale of assets, (gain) loss on orbital receivables allowance, offset obligation fulfillment and transaction and integration related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions. Management believes that exclusion of these items assists in providing a more complete understanding of our underlying results and trends, and management uses these measures along with the corresponding U.S. GAAP financial measures to manage our business, evaluate our performance compared to prior periods and the marketplace, and to establish operational goals. Adjusted EBITDA is a measure being used as a key element of our incentive compensation plan. The Syndicated Credit Facility also uses Adjusted EBITDA in the determination of our debt leverage covenant ratio. The definition of Adjusted EBITDA in the Syndicated Credit Facility includes a more comprehensive set of adjustments that may result in a different calculation therein.

We believe that these non-GAAP measures, when read in conjunction with our U.S. GAAP results, provide useful information to investors by facilitating the comparability of our ongoing operating results over the periods presented, the ability to identify trends in our underlying business, and the comparison of our operating results against analyst financial models and operating results of other public companies.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not recognized terms under U.S. GAAP and may not be defined similarly by other companies. EBITDA and Adjusted EBITDA should not be considered alternatives to net income (loss) as indications of financial performance or as alternate to cash flows from operations as measures of liquidity. EBITDA and Adjusted EBITDA have limitations as an analytical tool and should not be considered in isolation or as a substitute for our results reported under U.S. GAAP.

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The table below reconciles our net (loss) income to EBITDA and Total Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021: 

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
($ millions)
Net (loss) income	$	(4)		$	14		$	(41)		$	(25)
Income tax expense (benefit)		5			—			6			(10)
Interest expense, net		30			25			129			127
Interest income		(1)			(1)			(2)			(2)
Depreciation and amortization		64			74			199			221
EBITDA	$	94		$	112		$	291		$	311
Restructuring		5			—			10			—
Transaction and integration related expense		—			1			1			1
Gain on sale of asset		(1)			—			(1)			—
Offset obligation fulfillment		12			—			12			—
Total Adjusted EBITDA	$	110		$	113		$	313		$	312
Adjusted EBITDA:
Earth Intelligence		115			124			343			362
Space Infrastructure		33			14			71			29
Intersegment eliminations		(10)			(5)			(28)			(17)
Corporate and other expenses		(28)			(20)			(73)			(62)
Total Adjusted EBITDA	$	110		$	113		$	313		$	312
Net (loss) income margin		(0.9)	%		3.2	%		(3.2)	%		(1.9)	%
Total Adjusted EBITDA margin		25.2	%		25.9	%		24.5	%		24.0	%

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to interest rate risk on our variable-rate borrowings under our Syndicated Credit Facility, which is comprised of the Revolving Credit Facility and Term Loan B. We use interest rate swap agreements to manage interest rate risk associated with cash outflows from long-term debt.

As of September 30, 2022, there was $1.5 billion outstanding under our Term Loan B. The Term Loan B bears interest equal to, at our option, either (i) Adjusted Term SOFR plus an applicable margin ranging from 4.00% to 4.25%, or (ii) ABR, plus an applicable margin ranging from 3.00% to 3.25%, in each case depending on the total Consolidated Net Debt Leverage Ratio.

As of September 30, 2022, there was $125 million outstanding under our Revolving Credit Facility. The Revolving Credit Facility bears interest at a rate equal to, at our option, if such borrowings are in U.S. dollars, either (i) Adjusted Term SOFR plus an applicable margin ranging from 2.75% to 3.50%, or (ii) ABR, plus an applicable margin ranging from 1.75% to 2.50%, in each case depending on the total Consolidated Net Debt Leverage Ratio. We may also, at our option, borrow in Canadian dollars, Euros or British Pounds Sterling using the same applicable margins as noted for U.S. dollars.

On April 29, 2022, $500 million of our interest rate swaps matured. On June 22, 2022, we entered into SOFR interest rate swaps having a notional value of $500 million. In June 2022, we amended our existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to SOFR in connection with our Amended and Restated Credit Agreement. In total, as of September 30, 2022, an aggregate of $1 billion of our variable rate long-term debt is fixed at an average one-month SOFR rate of 1.71% (excluding the margin specified in the Syndicated Credit Facility) pursuant to our outstanding interest rate swaps. In each of June 2023 and June 2024, we will have interest rate swap maturities of $500 million.

Based upon the amounts outstanding under the Syndicated Credit Facility as of September 30, 2022, net of the interest rate swaps and assuming the amounts were outstanding for a full calendar year, a 50 basis point increase in interest rates would increase interest expense under the Syndicated Credit Facility by approximately $3 million for the period ended September 30, 2022 compared to $2 million for the year ended December 31, 2021 prior to our entry into the Amended and Restated Credit Agreement. We may decide in future periods to engage in hedging transactions to further mitigate the interest rate risk under our Syndicated Credit Facility.

Except as described above, there have been no changes to our market risks from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We performed an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of September 30, 2022. The evaluation was performed with the participation of senior management of each business segment and key corporate functions, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2022.

Changes in Internal Control over Financial Reporting

During the second quarter of 2022, we implemented a new ERP system. In connection with the implementation, the design and documentation of our internal control processes and procedures were updated and enhanced as necessary to accommodate modifications to the business processes and accounting procedures. In connection with the implementation of our new ERP system, we continue to monitor the processes and controls related to the system transition and the

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assessment of design adequacy and operating effectiveness of internal controls over financial reporting. There were no changes to our internal control over financial reporting that occurred during the third quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Because of the inherent limitations in a cost-effective control system, any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will prevent or detect all misstatements, due to error or fraud, from occurring in the consolidated financial statements. Additionally, management is required to use judgment in evaluating controls and procedures.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Currently, we are involved in a number of legal proceedings. For a discussion of material legal proceedings, see Note 15, “Commitments and Contingencies” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item I, “Financial Information” in this Quarterly Report on Form 10-Q, which is hereby incorporated by reference.

ITEM 1A. RISK FACTORS

We operate in a changing global environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our business, financial condition and results of operations. The occurrence of any of the following risks could materially and adversely affect our business, financial condition, prospects, results of operations and cash flows. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition, results of operations and cash flows.

Risk Factors Summary

Below is a summary of the principal risk factors that could adversely affect our business. This summary does not address all the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks, can be found after this summary in Item 1A of this Quarterly Report on Form 10-Q.

● Our business, financial condition and results of operations could be materially adversely affected by impacts resulting from the conflict in Ukraine or related geopolitical tensions.

● We are unable to predict the extent to which the global COVID-19 pandemic or other pandemics, epidemics or infectious disease outbreaks may adversely impact our business operations, financial performance, results of operations and stock price.

● The future revenue and operating results of the Space Infrastructure segment are dependent on our ability to generate a sustainable order rate for the satellite and space manufacturing operations and develop new technologies to meet the needs of our customers or potential new customers.

● Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

● Our revenue, results of operations and reputation may be negatively impacted if our programs fail to meet contractual requirements or our products contain defects or fail to operate in the expected manner.

● Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.

● Satellites are subject to construction and launch delays, launch failures, damage or destruction during launch, the occurrence of which can materially and adversely affect our operations.

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● If our satellites fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.

● Loss of, or damage to, a satellite and the failure to obtain data or alternate sources of data for our products may have an adverse impact on our results of operations and financial condition.

● Interruption or failure of our infrastructure or national infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results.

● Our business with various governmental entities is concentrated in a small number of primary contracts. The loss or reduction in scope of any one of our primary contracts would materially reduce our revenue.

● We operate in highly competitive industries and in various jurisdictions across the world, which may cause us to have to reduce our prices or to lose market share.

● Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

● We are a party to legal proceedings, investigations and other claims or disputes, which are costly to defend and, if determined adversely to us, could require us to pay fines or damages, undertake remedial measures or prevent us from taking certain actions, any of which could adversely affect our business.

● We are dependent on our ability to attract, train and retain employees. Our inability to do so, or the loss of key personnel, would cause serious harm to our business.

● Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings and cash flows and otherwise adversely affect our financial condition.

● Changes in U.S. government policy regarding use of commercial data or space infrastructure providers, or material delay or cancellation of certain U.S. government programs, may have a material adverse effect on our revenue and our ability to achieve our growth objectives.

● Our business involves significant risks and uncertainties that may not be covered by insurance.

● We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

● Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.

● Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

● We may be required to recognize impairment charges.

● Our business is capital intensive, and we may not be able to raise adequate capital to finance our business strategies, including funding future satellites, or to refinance or renew our debt financing arrangements, or we may be able to do so only on terms that significantly restrict our ability to operate our business.

● Our ability to obtain additional debt or equity financing or government grants to finance operating working capital requirements and growth initiatives may be limited or difficult to obtain, which could adversely affect our operations and financial condition.

● Our indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts and could divert our cash flow from operations for debt payments.

● Our current financing arrangements contain certain restrictive covenants that impact our future operating and financial flexibility.

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● Our actual operating results may differ significantly from our guidance.

● We could be adversely impacted by actions of activist stockholders, and such activism could impact the value of our securities.

● The price of our common stock has been volatile and may fluctuate substantially.

● Our operations in the U.S. government market are subject to significant regulatory risk.

● Failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of our ability to provide our products and services, and could result in loss of current and future business with the U.S. government.

● Our business is subject to various regulatory risks that could adversely affect our operations.

● Changes in tax law, in our tax rates or in exposure to additional income tax liabilities or assessments may materially and adversely affect our financial condition, results of operations and cash flows.

● Our ability to use our U.S. federal and state net operating loss carryforwards and certain other tax attributes may be limited.

● Our operations are subject to governmental law and regulations relating to environmental matters, which may expose us to significant costs and liabilities that could negatively impact our financial condition.

Risks Related to Our Business

Our business, financial condition and results of operations could be materially adversely affected by impacts resulting from the conflict in Ukraine or related geopolitical tensions.

U.S. and global businesses and markets are experiencing volatility and disruption following the escalation of geopolitical tensions and military conflict between Russia and Ukraine. The recent military conflict in Ukraine has also led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia. Additional potential sanctions and penalties have also been proposed and/or threatened. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine has led to and could lead to further regional instability, market disruptions, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates, and the supply chain, which could create or exacerbate risks facing our business.

For example, market disruptions caused by Russian military actions and the resulting sanctions have adversely affected and could continue to adversely affect the global economy and financial markets, leading to significant volatility and instability in credit and capital markets and a lack of liquidity in capital markets, potentially making it more difficult for us to raise capital.

Further, because of our recent prominence in the media and continued support of the U.S. government and other governments and various media outlets throughout the world, we (and/or partners we use) may be susceptible to attacks by advanced, persistent and highly organized adversaries, including nation states and hostile foreign governments such as Russia and its allies. These attacks could come in the form of, among others, anti-satellite devices, electromagnetic or radio interference with our satellites, cyber and other security attacks, and other similar types of attacks, any or all of which are potentially capable of destroying our satellites or ground systems architecture or rendering them permanently impaired or inoperable. In the event of one or more of these attacks on us and/or our partners, there can be no assurance that any insurance proceeds will be available for any partial or total loss of a satellite or a satellite’s performance or any resulting business interruption, and our business, financial condition and results of operations could be materially adversely affected. See also “Our business involves significant risks and uncertainties that may not be covered by insurance” below.

Additionally, although we believe there are alternative sources available to us for products, materials, components and services, if these conditions continue for a prolonged period, we may also experience supply chain disruptions, logistics restrictions, shortages in the availability of key materials and components and our reputation and relationships with our customers may become impaired if we are unable to meet a customer’s expectations or contractual requirements. The

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occurrence of any of the foregoing, especially over a prolonged period, could have a material adverse effect on our financial condition and results of operations.

We are actively monitoring the situation in Ukraine and globally and assessing its potential impact on our business. Although our business has not been materially impacted by the ongoing military conflict between Russia and Ukraine to date, it is impossible to predict the extent to which our operations, or those of our suppliers, vendors, and customers, will be impacted in the short and long term, the course the current conflict may take in the future including its scope or severity, or the ways in which the conflict may impact our business. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such impacts or disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q.

We are unable to predict the extent to which the global COVID-19 pandemic or other pandemics, epidemics or infectious disease outbreaks may adversely impact our business operations, financial performance, results of operations and stock price.

Our business and operations have been and may continue to be adversely affected by the ongoing COVID-19 pandemic, which has also caused significant disruption in the operations of third parties upon whom we rely. Our supply chain is under stress inside and outside of the U.S., and we continue to monitor and assess the actual and potential COVID-19 or related force majeure impacts on the supply chain, our operations and customer commitments. There is a risk that these schedule delays could result in obligations for material liquidated damages owed to our customers. We have received some force majeure claims from suppliers related to COVID-19; however, at this time we do not expect the claims to result in a material financial impact.

From time to time, we have experienced, and could in the future experience, a variation in the consumption of access minutes by our customers as a result of COVID-19, or other pandemics, epidemics or infectious outbreaks and the preventative measures instituted by governments and businesses to mitigate their spread, which resulted, and may in the future result, in periods of business slowdown. This impact could be more significant in the future, which could negatively impact revenue. In many instances, COVID-19 represents a force majeure event and as such, we have notified certain customers that we will be exercising our contractual legal rights, and in some instances we have made claims exercising such rights, given the uncertain nature of the current pandemic and its near and long-term impacts on the cost and schedule of the numerous programs in our existing backlog. Additionally, our customers may slow down their development of new projects or may experience financial difficulties impacting their ability to fund projects already in backlog as a result of COVID-19, or other pandemics, epidemics or infectious disease outbreaks.

We cannot predict the degree to which, or the time period that, global economic conditions, the global supply chain and our sales and operations will continue to be affected by COVID-19 and preventative measures imposed from time to time by governments and businesses to prevent its spread. The degree to which COVID-19 or other pandemics, epidemics or infectious disease outbreaks could impact us will depend on numerous factors and future developments that are difficult to predict. The effects of the COVID-19 pandemic or another pandemic, epidemic or infectious disease outbreak on our business, sales, financial condition, liquidity and results of operations could be material.

The future revenue and operating results of the Space Infrastructure segment are dependent on our ability to generate a sustainable order rate for the satellite and space manufacturing operations and develop new technologies to meet the needs of our customers or potential new customers.

The Space Infrastructure segment’s financial performance is dependent on its ability to generate a sustainable order rate for its satellite and space manufacturing operations. This can be challenging and may fluctuate on an annual basis as the number of satellite construction contracts awarded varies and in 2018 there was a substantial step down in the total number and dollar value of geostationary communication satellite contracts awarded compared to such historical averages prior to 2015. Many satellite operators in the communications industry have continued to defer new satellite construction awards to evaluate geostationary and other competing satellite system architectures and other market factors. If we are unable to win new awards or execute existing contracts as expected, our business, results of operations and financial position could be further adversely affected.

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The cyclical nature of the commercial satellite market could negatively impact our ability to accurately forecast customer demand. The markets that we serve may not grow in the future and we may not be able to maintain adequate gross margins or profits in these markets. Specifically, sales of the 1300 bus have historically been important to our results and there is no assurance that this market will continue to grow or demand levels will increase, nor is there assurance that the market for the smaller bus, which spans a range from 500kg to 1300kg, will offset any decreases in the market for the 1300 bus or provide future growth. Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets. If we fail to anticipate such changes in demand, our business, results of operations and financial position could be adversely affected.

On January 1, 2019, we completed a reorganization of our corporate structure pursuant to which we directly acquired all of the issued and outstanding shares of Maxar Technologies Ltd. (“Maxar Canada”) and we replaced Maxar Canada as the publicly-held parent company of the Maxar group (“U.S. Domestication”). As part of our U.S. Domestication we believe that we will continue to capitalize on projected benefits within the Space Infrastructure segment. These benefits include anticipated growth within our U.S. government customer base as well as diversifying into national and civil missions. The failure to do so may have a material adverse effect on our business, results of operations and financial condition.

The satellite manufacturing industry is driven by continued investment in technologies to meet changing customer demand for complex and reliable services. Our satellite systems embody complex technologies and may not always be compatible with current and evolving technical standards and systems developed by others. Other satellite manufacturers have developed or are developing digital payloads which increase flexibility for geostationary satellites in circumstances with unpredictable demand. We plan to team with providers of this technology to enhance our offering if our customers express interest in it.

Failure or delays to develop technologies or team with providers to obtain technologies to meet the requisite and evolving industry or user standards could have a material adverse effect on our business, results of operations and financial condition. Failure of suppliers to deliver against end customer requirements could lead to a material adverse effect on our financial results within the Space Infrastructure segment.

Our business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto.

Changes in government policies, priorities, regulations, use of commercial data providers to meet U.S. government imagery needs, government agency mandates, funding levels through agency budget reductions, the imposition of budgetary constraints or a decline in government support or deferment of funding for programs in which we or our customers participate could result in contract terminations, delays in contract awards, reduction in contract scope, performance penalties or breaches of our contracts, the failure to exercise contract options, the cancellation of planned procurements and fewer new business opportunities, all of which could negatively impact our business, financial condition, results of operations and cash flows.

We are subject to the procurement policies and procedures set forth in the Federal Acquisition Regulation (“FAR”). FAR governs all aspects of government contracting, including contractor qualifications and acquisition procedures. The FAR provisions in U.S. government contracts must be complied with in order for the contract to be awarded and provides for audits and reviews of contract procurement, performance and administration. Failure to comply with the provisions of the FAR could result in contract termination.

In addition, contracts with any government, including the U.S. government, may be terminated or suspended by the government at any time and could result in significant liability obligations for us. We seek to have in place as standard provisions, termination for convenience language which reimburses us for reasonable costs incurred, subcontractor and employee termination and wind-down costs plus a reasonable amount of profit thereon. However, reparations for termination may fall short of the financial benefit associated with full completion and operation of a contract. In addition, we may not be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of government contracts. The loss of one or more large contracts could have a material adverse impact on our business,

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financial condition, results of operations and cash flows. See also “Our business with various governmental entities is concentrated in a small number of primary contracts. The loss or reduction in scope of any one of our primary contracts would materially reduce our revenue” below.

Our revenue, results of operations and reputation may be negatively impacted if our programs fail to meet contractual requirements or our products contain defects or fail to operate in the expected manner.

We sell complex and technologically advanced systems, including satellites, products, hardware and software. Sophisticated software, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties. Most of the satellites and systems we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. In addition, we may agree to the in-orbit delivery of a satellite, adding further risks to our ability to perform under a contract. Failure to achieve successful in-orbit delivery could result in significant penalties and other obligations on us.

We employ sophisticated design and testing processes and practices, which include a range of stringent factory and on-site acceptance tests with criteria and requirements that are jointly developed with customers. Our systems may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect and fix all defects in the satellites, products, hardware and software we sell or resolve any delays or availability issues in the launch services we procure. Failure to do so could result in increased costs, lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards. We manufacture satellites with the intention of receiving full contractual value for builds; however, due to the inherent complexity, a number of adverse variables could negatively impact our ability to collect on the full amount of contractual consideration including circumstances where we may work in advance of customer funding. Such variables include, among others, schedule delays, including those caused by suppliers or major subcontractors, contractual disputes, failure to meet technological requirements and customer solvency concerns. These variables could lead to termination for convenience or default on our contracts which could have a material adverse effect on our financial results. Historically, we have experienced significant delays in the building of certain satellites. The schedule delays we from time to time experience in our satellite builds, some of which are significant, are due to a number of factors, inclusive of COVID-19 delays, subcontractor issues and technological requirements and we work closely with our customers to address these delays. We have, where appropriate, asserted force majeure provisions in our contracts but these can be subject to dispute.

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business.

Our operations, products, solutions, analysis and intellectual property are inherently at risk of loss, unauthorized access, tampering by both insider threats and external bad actors, or disruption due to inadvertent misconfiguration of our computers and networks. In particular, our operations face various cyber and other security threats, including those caused by physical or electronic break-ins, computer viruses, malware, worms, attacks by hackers or foreign governments, disruptions from unauthorized access and tampering, including through social engineering such as phishing attacks, coordinated denial-of-service attacks and similar incidents. These cyber and other security threats could result in attempts to gain unauthorized access to sensitive information, intellectual property, mission operations and networks. Our systems (internal, customer and partner systems) and assets may also be subject to damage or interruption from natural and other disaster events or disruptions including tsunamis, floods, earthquakes, fires, water shortages, other extreme weather conditions, epidemics or pandemics, acts of domestic or foreign terrorism, workplace violence, power shortages and blackouts, aging infrastructures and telecommunications failures. In addition, threats to the safety of our directors and employees, threats to the security of our facilities, infrastructure and supply chain, or the release of misleading or deceptive information by criminal, terrorist, or other bad actors, could have a material adverse impact on our business.

Our products, solutions and analysis that we develop or deliver to our customers are also at risk of disruption, loss, or tampering. The integrity of the data (e.g., pixels), information, and analysis in our products and services is at risk of

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being manipulated either before or after delivery to a customer. Our products with derived information characteristics are also at risk of being incorrect due to errors of deceptive practices by others.

Our customers and partners (including our supply chain and joint ventures) face similar threats. Customer or partner proprietary, classified, or sensitive information stored on our networks is at risk. Assets and intellectual property and products in customer or partner environments are also inherently at risk. We also have risk where we have access to customer and partner networks and face risks of breach, disruption or loss as well. Our supply chain for products and services also is becoming more diverse and therefore the risk is growing.

We have implemented certain systems and processes to help thwart bad actors and protect our data and our systems and assets. The techniques used to gain unauthorized access are constantly evolving, however, and we may be unable to prevent or mitigate all unauthorized access, disruption, loss, or harm. Because of our highly desired intellectual property and our support of the U.S. government and other governments, we (and/or partners we use) may be a particularly attractive target for such attacks by advanced, persistent and highly organized adversaries, including nation states and hostile foreign governments, such as Russia and its allies. The risk of these attacks could be exacerbated by the conflict between Russian and Ukraine discussed above. From time to time, we have experienced attacks on our systems from bad actors that, to date, have not had a material adverse effect on our business. We cannot offer assurances, however, that future attacks will not materially adversely affect our business.

A security event or other significant disruption of our systems, assets, products or solutions could:

• disrupt the proper functioning of our networks, applications and systems and therefore our operations and/or those of certain of our customers, or partners;

• result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, our or our customers’ proprietary, confidential, sensitive or otherwise valuable information, including trade secrets, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

• destroy or degrade assets including space, ground and intellectual property assets;

• manipulate or tamper with our products, solutions, analysis, or other systems delivered to our customers or partners;

• compromise other sensitive government functions; and

• damage our reputation with our customers (particularly agencies of various governments) and the public generally.

A security event that involves classified or other sensitive government information or certain controlled technical information, could subject us to civil or criminal penalties and could result in loss of our secure facility clearance and other accreditations, loss of our government contracts, loss of access to classified information, loss of export privileges or debarment as a government contractor. The risk that these types of events could seriously harm our business is likely to increase as we expand the number of web-based products and services we offer as well as increase the number of countries within which we do business.

Satellites are subject to construction and launch delays, launch failures, damage or destruction during launch, the occurrence of which can materially and adversely affect our operations.

Delays in the construction of satellites and the procurement of requisite components and launch vehicles, limited availability of appropriate launch windows, possible delays in obtaining regulatory approvals, satellite damage or destruction during launch, launch failures, or incorrect orbital placement could have a material adverse effect on our business, financial condition and results of operations. The loss of, or damage to, a satellite due to a launch failure could result in significant delays in anticipated revenue to be generated by that satellite. Any significant delay in the commencement of service of a satellite would delay or potentially permanently reduce the revenue anticipated to be generated by that satellite. In addition, if the loss of a satellite were to occur, such as with our loss of WorldView-4, we may not be able to accommodate affected customers with our other satellites or data from another source until a replacement satellite is available, and we may not have on hand, or be able to obtain in a timely manner, the necessary funds to cover the cost of any necessary satellite replacement. We may also dispute with customers the extent and

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consequences of any loss or delay. Any launch delay, launch failure, underperformance, delay or perceived delay could have a material adverse effect on our results of operations, business prospects and financial condition.

If our satellites fail to operate as intended, it could have a material adverse effect on our business, financial condition and results of operations.

The manufacturing, testing, launching and operation of satellites involves complex processes and technology. Our satellites employ advanced technologies and sensors that are exposed to severe environmental stresses in space that have and could affect the performance of our satellites. Hardware component problems in space could lead to deterioration in performance or loss of functionality of a satellite. In addition, human operators may execute improper implementation commands that may negatively impact a satellite’s performance. Exposure of our satellites to an unanticipated catastrophic event, such as a meteor shower or a collision with space debris, could reduce the performance of, or completely destroy, the affected satellite. In December 2018, our WorldView-4 satellite experienced a failure in its control moment gyros, preventing the satellite from collecting imagery.

We cannot provide assurances that our satellites will continue to operate successfully in space throughout their expected operational lives. Even if a satellite is operated properly, technical flaws in that satellite’s sensors or other technical deficiencies or anomalies could significantly hinder its performance, which could materially affect our ability to collect imagery and market our products and services successfully. While some anomalies are covered by insurance policies, others are not or may not be covered, or may be subject to large deductibles.

If we suffer a partial or total loss of a deployed satellite, such as the failure of WorldView-4, we would need a significant amount of time and would incur substantial expense to replace that satellite. We may experience other problems with our satellites that may reduce their performance. During any period of time in which a satellite is not fully operational, we may lose most or all of the revenue that otherwise would have been derived from that satellite. Our inability to repair or replace a defective satellite or correct any other technical problem in a timely manner could result in a significant loss of revenue. If a satellite experiences a significant anomaly such that it becomes impaired or is no longer functional, it would significantly impact our business, prospects and profitability. Additionally, our review of satellite lives could extend or shorten the depreciable lives of our satellites, which would have an impact on the depreciation we recognize.

Loss of, or damage to, a satellite, adversarial actions impacting the function of our satellites and the failure to obtain data or alternate sources of data for our products may have an adverse impact on our results of operations and financial condition.

In the Earth Intelligence segment, we rely on data collected from a number of sources including data obtained from satellites. We may become unable or limited in our ability to collect such data. For example, satellites can temporarily go out of service and be recovered, or cease to function for reasons beyond our control, including the quality of design and construction, the supply of fuel, the expected gradual environmental degradation of solar panels, the durability of various satellite components and the orbits and space environments in which the satellites are placed and operated. Electrostatic storms, collisions with other objects or actions by malicious actors, including cyber related, could also damage the satellites. Our satellites may be subject to an increased risk of collision with other space objects due to growth in the number of commercial and government satellites. In addition, the functioning of our satellites could be adversely impacted by potential adversarial actions that may create more space debris or through anti-satellite devices, electromagnetic or radio interference with our satellites, cyber and other security attacks, and other similar types of attacks, any or all of which are potentially capable of destroying our satellites or ground systems architecture or rendering them permanently impaired or inoperable. The risk of these malicious and adversarial actions could be exacerbated by the conflict between Russia and Ukraine discussed above. Additionally, in certain instances, governments may discontinue for periods of time the access to or operation of a satellite for any particular area on the Earth and for various reasons may not permit transmission of certain data, whether from a satellite owned by the government or not.

We cannot offer assurances that each of our satellites will remain in operation. Our satellites have certain redundant systems which can fail partially or in their entirety and accordingly satellites may operate for extended periods without all redundant systems in operation, but with single points of failure. The failure of satellite components could cause

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damage to or loss of the use of a satellite before the end of its expected operational life. Certain of our satellites are nearing the end of their expected operational lives and we can offer no assurance that our satellites will maintain their prescribed orbits or remain operational and we may not have replacement satellites that are immediately available.

Interruption or failure of our infrastructure or national infrastructure could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results.

We are vulnerable to natural disasters and significant disruptions including tsunamis, floods, earthquakes, fires, water shortages, other extreme weather conditions, epidemics or pandemics, acts of domestic or foreign terrorism, workplace violence, power shortages and blackouts, aging infrastructures and telecommunications failures. Furthermore, climate change has increased, and may continue to increase, the rate, size and scope of these natural disasters. In the event of such a natural disaster or other disruption, we could experience: disruptions to our operations or the operations of suppliers, subcontractors, distributors or customers; destruction of facilities; and/or loss of life.

The availability of many of our products and services depends on the continuing operation of our satellite operations infrastructure, satellite manufacturing operations, information technology, communications systems and national infrastructure. Any downtime, damage to or failure of our systems could result in interruptions in our service, which could reduce our revenue and profits. Our systems are vulnerable to damage or interruption from floods, fires, power loss, aging infrastructure, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. We do not currently maintain a fully comprehensive back-up production facility from which we can continue to collect, process and deliver imagery in the event of the loss of our primary facility. In the event we are unable to collect, process and deliver imagery from our facility, our daily operations and operating results would be materially and adversely affected. In addition, our ground terminal centers are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, aging infrastructure, telecommunications failures and similar events. Our satellite manufacturing operations are located in California in proximity to the San Andreas fault line, one of the longest and most heavily populated earthquake-prone rifts in the world. Our satellite manufacturing facilities are also subject to risks associated with an aging infrastructure. An infrastructure failure could result in the destruction of satellites under construction or inventory, manufacturing delays or additional costs incurred. We do not maintain back-up manufacturing facilities or operations. The occurrence of any of the foregoing could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our financial condition and results of operations.

Our business with various governmental entities is concentrated in a small number of primary contracts. The loss or reduction in scope of any one of our primary contracts would materially reduce our revenue.

Our business with various governmental entities is concentrated in a small number of primary contracts. We recognize significant revenue from U.S. government agencies and a significant amount of our U.S. government revenue is currently generated from a single contract, the Electro-Optical Commercial Layer Program (“EOCL Contract”). The EOCL Contract is a service level agreement to provide image-tasking capacity on our satellites, and other imagery-derived products and services to the U.S. government. Our ability to service other customers could be negatively impacted if we are unable to maintain our current collection capacity. In addition, any inability on our part to meet the performance requirements of the EOCL Contract could result in a performance penalty or breach of that contract. A breach of our contract with government customers or reduction in service to our other customers could have a material adverse effect on our business, financial condition and results of operations. The U.S. government may also terminate or suspend our contracts, including the EOCL Contract, at any time with or without cause. On May 25, 2022, we were awarded the EOCL Contract by the National Reconnaissance Office (“NRO”), which is a 10-year contract worth up to $3.24 billion, inclusive of a firm 5-year base contract commitment worth $1.5 billion and options worth up to $1.74 billion. The EOCL Contract has transitioned the imagery acquisition requirements previously addressed by the EnhancedView Follow-On contract (“EnhancedView Contract”). Any changes in the size, scope or term of the EOCL Contract, could impact our satellite replenishment strategy and our ability to repay or refinance our long-term debt. Although our contracts generally involve fixed annual minimum commitments, such commitments, along with all other contracts with the U.S. government, are subject to annual Congressional appropriations and the federal budget process,

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and as a result, the U.S. government may not continue to fund these contracts at current or anticipated levels. Similarly, our contracts in other jurisdictions are also subject to government procurement policies and procedures.

We face competition that may cause us to have to either reduce our prices for imagery and related services or to lose market share.

Our services compete with satellite and aerial imagery and related services offered by a range of private and government providers. Our current or future competitors may have superior technologies or greater financial, personnel and other resources than we have. The value of our imagery may also be diluted by Earth imagery that is available free of charge.

The U.S. government and foreign governments may develop, construct, launch and operate their own imagery satellites, which could reduce their need to rely on us and other commercial suppliers. In addition, such governments could sell or provide free of charge Earth imagery from their satellites and thereby compete with our imagery and related services. Also, governments may at times make our imagery freely available for humanitarian purposes, which could impair our revenue growth with non-governmental organizations. These governments could also subsidize the development, launch and operation of imagery satellites by our current or future competitors.

Our competitors or potential competitors could, in the future, offer satellite-based imagery or other services with more attractive features than our services. The emergence of new remote imaging technologies or the continued growth of low-cost imaging satellites, could negatively affect our marketing efforts. More importantly, if competitors develop and launch satellites or other imagery-content sources with more advanced capabilities and technologies than ours, or offer services at lower prices than ours, our business and results of operations could be harmed. Due to competitive pricing pressures, such as new product introductions by us or our competitors or other factors, the selling price of our services may further decrease. If we are unable to offset decreases in our average selling prices by increasing our sales volumes or by adjusting our service mix, our revenue and operating margins may decline and our financial position may be harmed.

We operate in highly competitive industries and in various jurisdictions across the world, which may cause us to have to reduce our prices.

We operate in highly competitive industries and many of our competitors are larger and have substantially greater resources than we have. Our primary competitors for satellite manufacturing contracts include the Boeing Company, Lockheed Martin Corporation and Northrop Grumman Corporation in the United States and Thales S.A. and Airbus Defence and Space, a subsidiary of the Airbus Group, in Europe. We may also face competition in the future from more emerging low-cost competitors, some of which could be subsidized or well-funded. Competition in our Earth Intelligence segment is highly diverse, and while our competitors offer different products, there is often competition for contracts that are part of governmental budgets. Our major existing and potential competitors for our Earth Intelligence segment include commercial satellite imagery companies, state-owned imagery providers, aerial imagery companies, free sources of imagery and unmanned aerial vehicles. Our Earth Intelligence segment faces competition from companies that provide geospatial analytic information and services to the U.S. government, including defense prime contractors such as L3Harris and Booz Allen Hamilton.

In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with satellite development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors.

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Our results of operations are materially affected by economic and political conditions in the United States and internationally, including inflation, rising interest rates, availability of capital, labor shortages, energy and commodity prices, trade laws, the effects of governmental initiatives to manage economic conditions, geopolitical tensions and

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military conflicts, such as the current situation in Ukraine. Current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

We are a party to legal proceedings, investigations and other claims or disputes, which are costly to defend and, if determined adversely to us, could require us to pay fines or damages, undertake remedial measures or prevent us from taking certain actions, any of which could adversely affect our business.

We are, and in the future may be, a party to legal proceedings, investigations and other claims or disputes, which may relate to subjects including commercial transactions, intellectual property, securities, employee relations, or compliance with applicable laws and regulations.

For instance, in January 2019, a Maxar stockholder filed a putative class action lawsuit in the Federal District Court of Colorado, naming Maxar and members of management as defendants alleging, among other things, that our public disclosures were false or misleading in violation of the Securities Exchange Act of 1934 and seeking monetary damages. An amended consolidated complaint was filed in that case in October 2019. In September 2020, the court granted in part, and denied in part, Maxar’s motion to dismiss. In July 2021, the Federal District Court of Colorado certified a class consisting of investors who purchased or acquired Maxar stock between May 9, 2018 and October 30, 2018, inclusive. The parties have reached an agreement to resolve the action on a class-wide basis for a one-time payment of $27 million, to be funded by insurance maintained by Maxar. The agreement is contingent on Court approval. As part of the Court approval process, class members will have an opportunity to object to, or opt-out of, the settlement pursuant to procedures established by the Court. Also, in January 2019, a Maxar stockholder resident in Canada issued a putative class action lawsuit in the Ontario Superior Court of Justice against Maxar and members of management claiming misrepresentations in our public disclosures and seeking monetary damages under Canadian securities laws. In November 2019, a second putative class action lawsuit was issued by the same Maxar stockholder resident in Canada, adding a second representative plaintiff and three additional defendants, including Maxar’s auditor KPMG LLP. The action against KPMG LLP was later discontinued. In February 2020, the January 2019 Canadian lawsuit was discontinued. And, in March 2022, the November 2019 Canadian lawsuit was dismissed against all of the Maxar defendants. In October 2019, a Maxar stockholder filed a putative class action lawsuit in California state court, naming Maxar and certain members of management and the board of directors as defendants. The lawsuit is based upon many of the same underlying factual allegations as the federal class action but asserts claims under the Securities Act of 1933. An amended complaint was filed in April 2020. In November 2020, defendants filed a demurrer to the operative complaint, and in January 2021, the court largely overruled the demurrer. On August 20, 2021, the court certified a class consisting of investors who acquired Maxar stock in exchange for DigitalGlobe stock pursuant to the Company’s June 2, 2017 Registration Statement and Prospectus issued in connection with Maxar’s October 2017 acquisition of DigitalGlobe. In November 2019, a purported derivative complaint was filed against Maxar, certain current and former members of management and the board of directors in the Federal District Court of Delaware, also based on the same factual allegations as the federal putative class action. In September 2020, a second purported derivative case was filed in the Federal District Court of Delaware, based on the same allegations as the earlier derivative case. The two derivative cases pending in the Federal District Court of Delaware have been consolidated and are stayed. In September 2021, a third purported derivative complaint was filed against Maxar, certain current and former members of management and the board of directors in the Court of Chancery of the State of Delaware, also based on the same factual allegations as the federal class action. In November 2021, the parties stipulated to a stay of this action.

These legal proceedings could result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business, prospects, results of operations and financial condition. These and other legal proceedings and investigations are inherently uncertain and we cannot predict their duration, scope, outcome or consequences. There can be no assurance that these or any such matters that have been or may in the future be brought against us will be resolved favorably. In connection with any government investigations, in the event the government takes action against us or the parties resolve or settle the matter, we may be required to pay substantial fines or civil and criminal penalties and/or be subject to equitable remedies, including disgorgement or injunctive relief. Other legal or regulatory proceedings, including lawsuits filed by private litigants, may also follow as a consequence. These matters are likely to be expensive and time-consuming to defend, settle and/or resolve and may require us to implement certain

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remedial measures that could prove costly or disruptive to our business and operations. They may also cause damage to our business reputation. The unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition or cash flows.

We are dependent on our ability to attract, train and retain employees. Our inability to do so, or the loss of key personnel, would cause serious harm to our business.

Our success is largely dependent on the abilities and experience of our executive officers and other key personnel to oversee all aspects of our operations and to deliver on our corporate strategies. Competition for highly skilled management, technical, research and development and other personnel is intense in our industry. In order to maintain our ability to compete, we must continuously retain the services of a core group of specialists in a wide variety of disciplines. To the extent that the demand for qualified personnel exceeds supply, we have and could in the future experience higher labor, recruiting or training costs in order to attract and retain such employees, or could experience difficulties in performing under contracts if our need for such employees is unmet. We may not be able to retain our current executive officers or key personnel or attract and retain additional executive officers or key personnel as needed to deliver on our corporate strategy. Furthermore, the recent volatility in our stock price may undermine the use of our equity as a retention tool and may make it more difficult to retain key personnel.

Acquisitions or divestitures could result in adverse impacts on our operations.

In order to grow our business, we may acquire additional assets or companies, including for example, our Vricon Acquisition completed on July 1, 2020. In connection with the Vricon Acquisition or any future acquisitions, there can be no assurance that we will be able to identify, acquire, or obtain the required regulatory approvals, or profitably manage the additional businesses or successfully integrate any acquired businesses, products or technologies without substantial expenses, delays or other operational, regulatory, or financial problems. In addition, any acquired businesses, products or technologies may not achieve anticipated revenues and income growth.

Further, acquisitions may involve a number of additional risks, including diversion of management’s attention, failure to retain key personnel, or failure to attract the necessary talent to manage organizational growth. We may become responsible for unexpected liabilities that were not discovered or disclosed in the course of due diligence in connection with historical acquisitions and any future acquisitions. Additionally, acquisitions with international operations such as the Vricon Acquisition with operations in Sweden, expose us to greater international business risks. If we do not realize the expected benefits or synergies of an acquisition, such as revenue gains or cost reductions, there could be a material adverse effect on our business, results of operations and financial condition.

We may also seek to divest portions of our businesses which may no longer be aligned with our strategic initiatives and long-term objectives. Various factors could materially affect our ability to successfully do so, including the availability of buyers willing to purchase the assets on terms acceptable to us, difficulties in the separation of operations, the diversion of management's attention from other business concerns, the disruption of our business, the potential loss of key employees and the retention of uncertain contingent liabilities related to the divested business. We cannot assure that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows.

Disruptions in U.S. government operations and funding could have a material adverse effect on our revenues, earnings and cash flows and otherwise adversely affect our financial condition.

Any disruptions in federal government operations could have a material adverse effect on our revenues, earnings and cash flows. A prolonged failure to maintain significant U.S. government operations, particularly those pertaining to our business, could have a material adverse effect on our revenues, earnings and cash flows. Continued uncertainty related to recent and future U.S. federal government shutdowns, the U.S. budget and/or failure of the U.S. government to enact annual appropriations, such as long-term funding under a continuing resolution, could have a material adverse effect on our revenues, earnings and cash flows. Additionally, disruptions in federal government operations may negatively impact regulatory approvals and guidance that are important to our operations.

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Changes in U.S. government policy regarding use of commercial data or space infrastructure providers, or material delay or cancellation of certain U.S. government programs, may have a material adverse effect on our revenue and our ability to achieve our growth objectives.

Current U.S. government policy encourages the U.S. government’s use of commercial data and Space Infrastructure providers to support U.S. national security objectives. Under the EOCL Contract, our contractual counterparty acquires imagery and imagery-derived products on behalf of our customers within the U.S. government. We are considered by the U.S. government to be a commercial data provider. U.S. government policy is subject to change and any change in policy away from supporting the use of commercial data and Space Infrastructure providers to meet U.S. government imagery and Space Infrastructure needs, or any material delay or cancellation of planned U.S. government programs, including the EOCL Contract, could materially adversely affect our revenue and our ability to achieve our growth objectives.

Our business involves significant risks and uncertainties that may not be covered by insurance.

A significant portion of our business relates to designing, developing and manufacturing advanced space technology products and systems. New technologies may be untested or unproven. Failure of some of these products and services could result in extensive property damage. Accordingly, we may incur liabilities that are unique to our products and services.

We endeavor to obtain insurance coverage from established insurance carriers to cover these risks and liabilities. However, the amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Existing coverage may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities.

We have historically insured satellites in our constellation to the extent that insurance was available on acceptable premiums and other terms. The insurance proceeds received in connection with a partial or total loss of the functional capacity of any of our satellites would not be sufficient to cover the replacement cost, if we choose to do so, of an equivalent high-resolution satellite. In addition, this insurance will not protect us against all losses to our satellites due to specified exclusions, deductibles and material change limitations customary in the industry. Exclusions generally include, for example, acts of war or other hostile actions for which exclusions are customary in the industry at the time the policy is written. In the event we experience potential adversarial actions that destroy or impair the operability or functioning of any of our satellites, whether through actions creating more space debris or through anti-satellite devices, electromagnetic or radio interference with our satellites, cyber and other security attacks affecting our satellites or ground systems architecture, or other similar types of attacks, there can be no assurance that any insurance proceeds will be available for any partial or total loss of a satellite or a satellite’s performance. In addition, it may be difficult or impossible to insure against certain risks, including a partial deterioration in satellite performance and satellite re-entry.

The price and availability of insurance fluctuate significantly. Although we have historically been able to obtain insurance coverage for in-orbit satellites, we cannot guarantee that we will be able to do so in the future. We intend to maintain insurance for our operating satellites, but any determination we make as to whether to obtain insurance coverage will depend on a variety of factors, including the availability of insurance in the market, the cost of available insurance and the redundancy of our operating satellites. Insurance market conditions or factors outside our control at the time we are in the market for the required insurance, such as failure of a satellite using similar components, could cause premiums to be significantly higher than current estimates and could reduce amounts of available coverage. The cost of our insurance has been increasing and may continue to increase. Higher premiums on insurance policies will reduce our operating income by the amount of such increased premiums. If the terms of in-orbit insurance policies become less favorable than those currently available, there may be limits on the amount of coverage that we can obtain, or we may not be able to obtain insurance at all.

In addition, even though we carry business interruption insurance policies, any business interruption losses could exceed the coverage available or be excluded from our insurance policies, which include customary exclusions such as acts of war, among others. Any disruption of our ability to operate our business could result in a material decrease in our

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revenues or significant additional costs to replace, repair or insure our assets, which could have a material adverse impact on our financial condition and results of operations.

We often rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.

Historically, we have contracted with a single vendor or a limited number of vendors to provide certain key products or services, such as construction of satellites and launch vehicles and management of certain remote ground terminals and direct access facilities. In addition, our manufacturing operations depend on specific technologies and companies for which there may be a limited number of vendors. We are increasingly dependent upon subcontractors and suppliers which subjects our business and results of operations to risks of supplier interruption. If these vendors are unable to meet our needs because they fail to perform adequately, are unable to match new technological requirements or opportunities, or are unable to dedicate engineering and other resources necessary to provide the services contracted for, our business, financial position and results of operations may be adversely affected. While alternative sources for these products, services and technologies may exist, we may not be able to develop these alternative sources quickly and cost-effectively, which could materially impair our ability to operate our business. Furthermore, these vendors may request changes in pricing, payment terms or other contractual obligations, which could cause us to make substantial additional investments.

Additionally, some of our suppliers’ employees are represented by labor unions. Labor union actions at suppliers can also affect us. Work stoppages and instability in our relationships with labor unions could delay the production and/or development of our products, which could strain relationships with customers, cause a loss of revenues and adversely affect our operations.

Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.

Many raw materials, major components and product equipment items, particularly in our Space Infrastructure segment, are procured or subcontracted on a single or sole-source basis. Although we maintain a qualification and performance surveillance process and we believe that near-term sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. Supply shortages related to electronic chips is an example of some of the challenges we may face with materials. Our ability to manage inventory and meet delivery requirements may be constrained by our suppliers’ inability to scale production and adjust delivery of long-lead time products during times of volatile demand. Our inability to fill our supply needs would jeopardize our ability to fulfill obligations under commercial and government contracts, which could, in turn, result in reduced sales and profits, contract penalties or terminations and damage to customer relationships and could have a material adverse effect on our operating results, financial condition, or cash flows.

Key raw materials used in our operations include metals such as aluminum and titanium, which are usually procured by our suppliers who manufacture parts in accordance with our drawings. We also purchase materials such as chemicals; composites; electronic, electro-mechanical and mechanical components; subassemblies; and subsystems that are integrated with the manufactured parts for final assembly into finished products and systems. We are impacted by increases in the prices of raw materials used in production on fixed-price business.

We monitor sources of supply to attempt to assure that adequate raw materials and other supplies needed in manufacturing processes are available.

We have experienced and may continue to experience significant difficulty in our ability to procure certain raw materials, components, sub-assemblies and other supplies required in our manufacturing processes. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty completing qualification of new sources of supply, implementing use of replacement materials, components or new sources of supply, or a continuing increase in the prices of raw materials, energy or components could have a material adverse effect on our operating results, financial condition, or cash flows.

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We are dependent on resellers of our services for a portion of our revenue. If these resellers fail to market or sell our services successfully, our business could be harmed.

The Earth Intelligence segment has historically generated a portion of its revenue from foreign and domestic resellers. In the Earth Intelligence segment, we rely on foreign resellers and partners to market and sell the majority of our services in the international market. Our foreign resellers and partners may not have the skill or experience to develop regional commercial markets for our services, or may have competing interests that negatively affect their sales of our services. If we fail to enter into reseller agreements on a timely basis or if our resellers and partners fail to market and sell our services successfully, these failures could negatively impact our business, financial condition and results of operations.

We may not be successful in developing new technology and the technology we are successful in developing may not meet the needs of our customers or potential new customers.

The markets in which we operate are characterized by changing technology and evolving industry standards. Despite years of experience in meeting customer systems requirements with the latest in technological solutions, we may not be successful in identifying, developing and marketing products or systems that respond to rapid technological change, evolving technical standards and systems developed by others. Our competitors may develop technology that better meets the needs of our customers. If we do not continue to develop, manufacture and market innovative technologies or applications that meet customers’ requirements, sales may suffer and our business may not continue to grow in line with historical rates or at all. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business or fund other liquidity needs and our business prospects, financial condition and results of operations could be materially and adversely affected.

Our technology may violate the proprietary rights of third parties and our intellectual property may be misappropriated or infringed upon by third parties, each of which could have a negative impact on our operations.

If any of our technology violates proprietary rights, including copyrights and patents, third parties may assert infringement claims against us. Certain software modules and other intellectual property used by us or in our satellites, systems and products make use of or incorporate licensed software components and other licensed technology. These components are developed by third parties over whom we have no control. Any claims brought against us may result in limitations on our ability to use the intellectual property subject to these claims. We may be required to redesign our satellites, systems or products or to obtain licenses from third parties to continue offering our satellites, systems or products without substantially re-engineering such products or systems.

Our intellectual property rights may be invalidated, circumvented, challenged, infringed or required to be licensed to others. An infringement or misappropriation could harm any competitive advantage we currently derive or may derive from our proprietary rights.

To protect our proprietary rights, we rely on a combination of patent protections, copyrights, trade secrets, trademark laws, confidentiality agreements with employees and third parties and protective contractual provisions such as those contained in license agreements with consultants, subcontractors, vendors and customers. Although we apply rigorous standards, documents and processes to protect our intellectual property, there is no absolute assurance that the steps taken to protect our technology will prevent misappropriation or infringement. Litigation may be necessary to enforce or protect our intellectual property rights, our trade secrets or determine the validity and scope of the proprietary rights of others. Such litigation may be time-consuming and expensive to prosecute or defend and could result in the diversion of our time and resources. In addition, competitors may design around our technology or develop competing technologies.

The acceptance of our imagery services may not continue and our historic growth rates should not be relied upon as an indicator of future growth.

We cannot accurately predict the extent of the market acceptance of our services or whether there will continue to be a market for our services on terms we find acceptable. Market acceptance of our commercial high-resolution Earth imagery and related services depends on a number of factors, including the quality, scope, timeliness, sophistication, price and the availability of substitute services. Changes in the market acceptance of our offerings, or other services that

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utilize our imagery, failure of new markets to develop, the impact of competitive conditions, or our need to make significant investments to achieve acceptance by the market would negatively affect our business, financial condition and results of operations. We may not continue to grow in line with historical rates or at all. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business or fund other liquidity needs and our business prospects, financial condition and results of operations could be materially and adversely affected.

Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

We prepare our consolidated financial statements in accordance with U.S. GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to our critical accounting policies of revenue recognition, including our long-term contracts accounted for utilizing the cost-to-cost method and income taxes in addition to other estimates related to restructuring costs, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies and stock-based compensation. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments in accounting principles and other factors. Actual results could differ from these estimates as a result of changes in circumstances, assumptions, policies or developments in the business, which could materially affect our consolidated financial statements.

We may be required to recognize impairment charges.

Long-lived assets, including goodwill and intangible assets, are tested annually for impairment in the fourth quarter or whenever there is an indication that an asset may be impaired. In the past, we have recognized significant impairment losses related to goodwill, intangible assets, property, plant and equipment, inventory and orbital receivables.

Disruptions to our business, unexpected significant declines in our operating results, adverse technological events or changes in the regulatory markets in which we operate, and significant declines in our stock price have resulted and may result in further impairment charges to our tangible and intangible assets. Any future impairment charges could substantially affect our reported results.

Pension and other postretirement benefit obligations may materially impact our earnings, stockholders’ equity and cash flows from operations, and could have significant adverse impacts in future periods.

We maintain defined benefit pension and other postretirement benefits plans for some of our employees. Potential pension contributions include discretionary contributions to improve the plans’ funded status. The extent of future contributions depends heavily on market factors such as the discount rate and the actual return on plan assets. We estimate future contributions to these plans using assumptions with respect to these and other items. Changes to those assumptions could have a significant effect on future contributions, annual pension and other postretirement costs, the value of plan assets and our benefit obligations.

Significant changes in actual return on pension assets, discount rates and other factors could adversely affect our results of operations and require cash pension contributions in future periods. Changes in discount rates and actual asset returns different than our expected asset returns can result in significant non-cash actuarial gains or losses which we record in the fourth quarter of each fiscal year and, if applicable, in any quarter in which an interim re-measurement is triggered. With regard to cash pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets and the impact of legislative or regulatory changes related to pension funding obligations.

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We also provide other postretirement benefits to certain of our employees, consisting principally of health care, dental and life insurance for eligible retirees and qualifying dependents. Our estimates of future costs associated with these benefits are also subject to assumptions, including estimates of the level of medical cost increases and discount rates.

Fluctuations in foreign exchange rates could have a negative impact on our business.

Our revenues, expenses, assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars for the purposes of compiling our Consolidated Financial Statements. We have in the past and may in the future, use hedging strategies to manage and minimize the impact of exchange rate fluctuations on our cash flow and economic profits. There are complexities inherent in determining whether and when foreign exchange exposures will materialize, in particular given the possibility of unpredictable revenue variations arising from schedule delays and contract postponements. Furthermore, if we use hedging strategies in the future, we could be exposed to the risk of non-performance of our hedging counterparties. We may also have difficulty with our hedging strategy in the future depending on the willingness of hedging counterparties to extend credit. Accordingly, no assurances may be given that our exchange rate hedging strategy would protect us from significant changes or fluctuations in revenues and expenses denominated in U.S. dollars.

Our restructuring activities and cost saving initiatives may not achieve the results we anticipate.

We have previously and may in the future undertake cost reduction initiatives and organizational restructurings to improve operating efficiencies, optimize our asset base and generate cost savings. We cannot be certain that these initiatives have been or will be completed as planned or without business interruption, that these initiatives will not generate additional costs, such as severance or other charges, or that the estimated operating efficiencies or cost savings from such activities will be fully realized or maintained over time.

Risks Related to Our Indebtedness and Our Common Stock

Our business is capital intensive, and we may not be able to raise adequate capital to finance our business strategies, including funding future satellites, or to refinance or renew our debt financing arrangements, or we may be able to do so only on terms that significantly restrict our ability to operate our business.

The implementation of our business strategies, such as expanding our satellite constellation and our products and services offerings, requires a substantial outlay of capital. As we pursue our business strategies and seek to respond to opportunities and trends in our industry, our actual capital expenditures may differ from our expected capital expenditures, and there can be no assurance that we will be able to satisfy our capital requirements in the future. We are highly leveraged, but we currently expect that our ongoing liquidity requirements for sustaining our operations will be satisfied by cash on hand and cash generated from our existing and future operations supplemented, where necessary, by available credit. However, we cannot provide assurances that our businesses will generate sufficient cash flow from operations in the future or that additional capital will be available in amounts sufficient to enable us to execute our business strategies or refinance our indebtedness. Our ability to refinance or increase our debt financing and/or renew existing credit facilities may be limited by our existing financial and non-financial covenants, credit objectives, or the conditions of the debt capital market generally. Furthermore, our current financing arrangements contain certain restrictive financial and non-financial covenants (e.g., the achievement or maintenance of stated financial ratios) that may impact our access to those facilities and significantly limit future operating and financial flexibility.

Finally, the recent Russian military actions and the resulting sanctions have adversely affected and could continue to adversely affect the global economy and financial markets leading to significant volatility and instability and lack of liquidity in capital markets, potentially making it more difficult for us to raise adequate capital to finance our business strategies, refinance or increase our debt financing, and/or renew existing credit facilities. See also “Our business, financial condition and results of operations could be materially adversely affected by impacts resulting from the conflict in Ukraine or any other geopolitical tensions” above.

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Our ability to obtain additional debt or equity financing or government grants to finance operating working capital requirements and growth initiatives may be limited or difficult to obtain, which could adversely affect our operations and financial condition.

We need capital to finance operating working capital requirements and growth initiatives and to pay our outstanding debt obligations as they become due for payment. If the cash generated from our businesses, together with the credit available under existing bank facilities, is not sufficient to fund future capital requirements, we will require additional debt or equity financing. Our ability to access capital markets on terms that are acceptable to us will be dependent on prevailing market conditions, as well as our future financial condition. Further, our ability to refinance or increase our debt financing and/or renew existing facilities may be limited by our existing leverage, financial and non-financial covenants, credit objectives and debt capital market conditions.

We have in the past, and may continue in the future to, receive government grants for research and development activities and other business initiatives. Any agreement or grant of this nature with government may be accompanied by contractual obligations applicable to us, which may result in the grant money becoming repayable if certain requirements are not met. A failure to meet contractual obligations under such agreements and grants and a consequent requirement to repay money received could negatively impact our results of operations and financial condition.

Our indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts and could divert our cash flow from operations for debt payments.

We have a significant amount of indebtedness and leverage. Our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal of, interest on, or other amounts due with respect to our indebtedness. Our long-term debt under our Syndicated Credit Facility bears interest at floating rates related to the Secured Overnight Financing Rate (“SOFR”) (for U.S. dollar borrowings), plus a margin. As a result, our interest payment obligations on such indebtedness will increase if such interest rates increase to the extent these changes are not mitigated by our interest rate swaps. Our leverage and debt service obligations could adversely impact our business, including by:

• impairing our ability to meet one or more of the financial ratios contained in our credit facilities or to generate cash sufficient to pay interest or principal, including periodic principal payments;

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our ability to obtain additional debt or equity financing on favorable terms, if at all;

• requiring the dedication of a portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures, dividends to stockholders or to pursue future business opportunities;

• requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and

• placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.

Any of the forgoing factors could have negative consequences on our financial condition and results of operation.

Our current financing arrangements contain certain restrictive covenants that impact our future operating and financial flexibility.

Our current financing arrangements contain certain restrictive covenants that may impact our future operating and financial flexibility. Our debt funding is provided under our financing agreements, which contains a series of positive and negative covenants with which we must comply, including financial and non-financial covenants. If we fail to comply with any covenants and are unable to obtain a waiver or other cure thereof, the lenders under the Syndicated

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Credit Facility or the holders of the 7.75% 2027 Notes or 7.54% 2027 Notes may be able to take certain actions with respect to the amounts owing under such agreements or notes, as applicable, including requiring early payment thereof. Any such actions could have a material adverse effect on our financial condition. These covenants could also have the effect of limiting our flexibility in planning for or reacting to changes in our business and the markets in which we compete.

Our actual operating results may differ significantly from our guidance.

From time to time, we release guidance regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which consists of forward-looking statements, is prepared by our management and is qualified by, and subject to, the assumptions and the other information contained or referred to in the release. Our guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither any independent registered public accounting firm nor any other independent expert or outside party compiles, examines or reviews the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of these ranges. The principal reason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results, particularly any guidance relating to the results of operations of acquired businesses or companies as our management will be less familiar with their business, procedures and operations. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data will diminish the farther in the future that the data are forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this Quarterly Report on Form 10-Q could result in the actual operating results being different than the guidance, and such differences may be adverse and material.

We could be adversely impacted by actions of activist stockholders, and such activism could impact the value of our securities.

We value constructive input from our stockholders and the investment community. However, there is no assurance that the actions taken by our Board of Directors and management in seeking to maintain constructive engagement with our stockholders will be successful. Certain of our stockholders have expressed views with respect to the operation of our business, our business strategy, corporate governance considerations or other matters. Responding to actions by activist stockholders can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. The perceived uncertainties as to our future direction due to activist actions could affect the market price of our stock, result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel, board members and business partners.

The price of our common stock has been volatile and may fluctuate substantially.

Our common stock is listed on the NYSE and the TSX and the price for our common stock has historically been volatile. The market price of our common stock may continue to be highly volatile and may fluctuate substantially due to the following factors (in addition to the other risk factors described in this section):

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• general economic conditions;

• fluctuations in our operating results;

• variance in our financial performance from the expectations of equity and/or debt research analysts;

• techniques employed by short sellers to drive down the market price of our common stock;

• conditions and trends in the markets we serve;

• additions of or changes to key employees;

• changes in market valuations or earnings of our competitors;

• trading volumes of our common stock;

• future sales of our equity securities and/or future issuances of indebtedness;

• changes in the estimation of the future sizes and growth rates of our markets; and

• legislation or regulatory policies, practices or actions.

In addition, the stock markets in general have experienced extreme price and volume fluctuations that have at times been unrelated or disproportionate to the operating performance of the particular companies affected. Technical factors in the public trading market for our common stock may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our common stock, access to margin debt and trading in options and other derivatives on our common stock. These market and industry factors may materially harm the market price of our common stock irrespective of our operating performance.

A significant or prolonged decrease in our market capitalization, including a decline in stock price, or a negative long-term performance outlook, could result in an impairment of our assets which results when the carrying value of our assets exceed their fair value.

In the past several years, our securities have been the subject of short selling. Reports and information have been published about us that we believe are mischaracterized or incorrect, and which have in the past been followed by a decline in our stock price. If there are short seller allegations in the future, we may have to expend a significant amount of resources to investigate such allegations and/or defend ourselves.

In addition, in the first quarter of 2019, we became subject to certain securities class action litigation as a result of volatility in the price of our common stock, which could result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business, prospects, results of operations and financial condition. See Part II, Item 1, “Legal Proceedings” in this Quarterly Report on Form 10-Q for additional information.

If securities or industry analysts discontinue publishing research or reports about our business, or publish negative reports about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us, our business, our market and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price would

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likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Our amended and restated certificate of incorporation and our amended and restated bylaws may impede or discourage a takeover, changes in management or changes in the Board of Directors, which could reduce the market price of our common stock.

Certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may delay or prevent a third-party from acquiring control of us, even if a change in control would be beneficial to our existing stockholders. These provisions include:

• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• the exclusive right of the Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Board of Directors;

• the ability of the Board of Directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders;

• the requirement that a special meeting of stockholders may be called only by the chairman of the Board of Directors or two or more stockholders who hold, in the aggregate, at least ten percent (10%) of the voting power of our outstanding shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

• a supermajority vote of our stockholders to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation; and

• advance notice procedures that stockholders must comply with in order to nominate candidates to the Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our business.

These provisions could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock.

In addition, our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware (“Delaware Exclusive Forum Provision”). Our amended and restated bylaws further provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act of 1933, as amended (“Federal Forum Provision”).

The Delaware Exclusive Forum Provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Federal Forum Provision is intended to apply to claims arising under the Securities Act and would not apply to claims brought pursuant to the Exchange Act. These exclusive forum provisions will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder and, accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal courts.

These exclusive forum provisions may limit a stockholders’ ability to bring a claim in a judicial forum of its choosing for disputes with the company or its directors, officers or other employees, which may discourage lawsuits against the Company and its directors, officers and other employees. In addition, stockholders who do bring a claim in the Court of

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Chancery of the State of Delaware pursuant to the Delaware Exclusive Forum Provision could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The court in the designated forum under our exclusive forum provisions may also reach different judgments on results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to the Company than to our stockholders. Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find all or any part of our exclusive forum provisions to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

There can be no assurance that we will continue to pay dividends on our common stock.

Our Board of Directors significantly reduced our dividends in the first quarter of 2019. Although our Board of Directors has historically declared a quarterly cash dividend which we have paid, the payment of future dividends is subject to a number of risks and uncertainties, and we may not pay quarterly dividends in the same amounts or at all in the future. The declaration, amount and timing of cash dividends are subject to capital availability and determinations by our Board of Directors that such dividends are in the best interest of our stockholders and are in compliance with all respective laws and applicable agreements. Our ability to pay dividends will depend upon, among other factors, our cash balances and potential future capital requirements for strategic transactions, including acquisitions, debt service requirements, results of operations, financial condition and other factors that our Board of Directors may deem relevant. The elimination of our dividend payments and/or our dividend program could have a negative effect on our stock price.

Risks Related to Legal and Regulatory Matters

Our operations in the U.S. government market are subject to significant regulatory risk.

Our operations in the U.S. government market are subject to significant government regulation. A failure by us to maintain the relevant clearances and approvals could limit our ability to operate in the U.S. market. Further, there can be no assurance that we will continue to be awarded contracts by the U.S. government. In addition, a failure by us to keep current and compliant with relevant U.S. regulations could result in fines, penalties, repayments, or suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have an adverse effect on our standing and eligibility for future U.S. government contracts.

Failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of our ability to provide our products and services, and could result in loss of current and future business with the U.S. government.

We and our subsidiaries are parties to certain contracts with various departments and agencies of the U.S. government, including the U.S. Department of Defense, which require that certain of our legal entities be issued facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Prior to the U.S. Domestication, we were incorporated under the laws of Canada, and had entered into a Security Control Agreement, dated January 26, 2017, by and among us, our wholly owned subsidiary, Maxar Technologies Holdings Inc. and the U.S. Department of Defense (“SCA”), as a suitable FOCI mitigation arrangement under the National Industrial Security Program Operating Manual. Upon U.S. Domestication, the SCA was dissolved and we entered into a Board Resolution to mitigate remaining FOCI risks as seen by the U.S. government. Failure to maintain an agreement with the U.S. Department of Defense regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that our U.S. subsidiaries would not be able to enter into future contracts with the U.S. government requiring facility security

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clearances, and may result in the loss of the ability of those subsidiaries to complete existing contracts with the U.S. government.

Our business is subject to various regulatory risks that could adversely affect our operations.

The environment in which we operate is highly regulated due to the sensitive nature of our complex and technologically advanced systems, including satellites, products, hardware and software, in addition to those regulations broadly applicable to publicly listed corporations. There are numerous regulatory risks that could adversely affect operations, including but not limited to:

• Changes in laws and regulations. It is possible that the laws and regulations governing our business and operations will change in the future. A substantial portion of our revenue is generated from customers outside of the U.S. There may be a material adverse effect on our financial condition and results of operations if we are required to alter our business to comply with changes in both domestic and foreign regulations, telecommunications standards, foreign policy, tariffs or taxes and other trade barriers that reduce or restrict our ability to sell our products and services on a global basis, or by political and economic instability in the countries in which we conduct business. Any failure to comply with such regulatory requirements could also subject us to various fines, penalties or sanctions.

• Export Restrictions. Certain of our businesses and satellites, systems, products, services or technologies we have developed require the implementation or acquisition of products or technologies from third parties, including those in other jurisdictions. In addition, certain of our satellites, systems, products or technologies may be required to be forwarded or exported to other jurisdictions. In certain cases, if the use of the technologies can be viewed by the jurisdiction in which that supplier or subcontractor resides as being subject to export constraints or restrictions relating to national security, we may not be able to obtain the technologies and products that we require from suppliers or subcontractors who would otherwise be our preferred choice or may not be able to obtain the export permits necessary to transfer or export our technology. To the extent that we are able, we obtain pre-authorization for re-export prior to signing contracts which oblige us to export subject technologies, including specific foreign government approval as needed. In the event of export restrictions, we may have the ability through contract force majeure provisions to be excused from our obligations. Notwithstanding these provisions, the inability to obtain export approvals, export restrictions or changes during contract execution or non-compliance by our customers could have an adverse effect on our revenues and margins.

• U.S. Government Approval Requirements. For certain aspects of our business operations, we are required to obtain U.S. government licenses and approvals to enter into agreements or engage in commercial transactions with various end users (including government bodies) in order to export satellites and related equipment, disclose technical data or provide defense services to foreign persons. The delayed receipt of or the failure to obtain the necessary U.S. government licenses, approvals and agreements may prohibit entry into or interrupt the completion of contracts which could lead to a customer’s termination of a contract for default, monetary penalties and/or the loss of incentive payments.

• Competitive Impact of U.S. Regulations on Satellite Sales. Some of our customers and potential customers, along with insurance underwriters and brokers, have asserted that U.S. export control laws and regulations governing disclosures to foreign persons excessively restrict their access to information about the satellite during construction and on-orbit. Office of Foreign Assets Control (“OFAC”) sanctions and requirements may also limit certain business opportunities or delay or restrict our ability to contract with potential foreign customers or operators. To the extent that our non-U.S. competitors are not subject to OFAC or similar export control or economic sanctions laws and regulations, they may enjoy a competitive advantage with foreign customers, and it could become increasingly difficult for the U.S. satellite manufacturing industry, including us, to recapture this lost market share. Customers concerned over the possibility that the U.S. government may deny the export license necessary for us to deliver their purchased satellite to them, or the restrictions or delays imposed by the U.S. government licensing requirements, even where an export license is granted, may elect to choose a satellite that is purportedly free of International Traffic in Arms Regulations (“ITAR”) offered by a

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non-U.S. supplier. We are further disadvantaged by the fact that a purportedly “ITAR-free” satellite may be launched less expensively in China on the Chinese Long March rocket, a launch vehicle that, because of ITAR restrictions, is not available to us.

• Anti-Corruption Laws. As part of the regulatory and legal environments in which we operate, we are subject to global anti-corruption laws that prohibit improper payments directly or indirectly to government officials, authorities or persons defined in those anti-corruption laws in order to obtain or retain business or other improper advantages in the conduct of business. Our policies mandate compliance with anti-corruption laws. Failure by our employees, agents, subcontractors, suppliers and/or partners to comply with anti-corruption laws could impact us in various ways that include, but are not limited to, criminal, civil and administrative fines and/or legal sanctions and the inability to bid for or enter into contracts with certain entities, all of which could have a significant adverse effect on our reputation, operations and financial results.

Changes in tax law, in our tax rates or in exposure to additional income tax liabilities or assessments may materially and adversely affect our financial condition, results of operations and cash flows.

Changes in law and policy relating to taxes, including those with retroactive effect, may materially and adversely affect our financial condition, results of operations and cash flows. These changes may alter existing tax law, such as increasing the corporate tax rate and enacting a minimum tax on worldwide book income. We continue to monitor tax law developments and assess the impact on the Company.

For example, on August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA 2022”) which, among other things, creates a 15% corporate alternative minimum tax on profits of corporations whose average annual adjusted financial statement income over a three-year period exceeds $1 billion and creates an excise tax of 1% on stock repurchases by publicly traded U.S. corporations. These provisions of the IRA 2022 are generally effective for tax years beginning after December 31, 2022. We continue to evaluate the future impacts of these provisions, if we become subject to additional taxes it could adversely affect our financial conditions, results of operations and cash flows.

The U.S. enacted the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) on December 22, 2017, which significantly changed the U.S. federal income taxation of U.S. corporations. The 2017 Tax Act remains unclear in many respects and has been, and may continue to be, the subject of amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, which have mitigated or increased certain adverse impacts of the 2017 Tax Act and may continue to do so in the future.

Our ability to use our U.S. federal and state net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2021, we had approximately $520 million, $874 million and $12 million of federal, state and foreign net operating loss (“NOL”) carryforwards and $83 million of U.S. tax credit carryforwards primarily related to research and development expenditures, net of unrecognized tax benefits.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (“Code”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change U.S. federal NOL carryforwards and other tax attributes (such as research tax credits) to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a greater than 50 percentage point change (by value) in a corporation’s equity ownership by certain stockholders over a rolling three-year period. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. While we do not believe that we have experienced ownership changes in the past that would materially limit our ability to utilize our NOL carryforwards, the Section 382 rules are complex and there is no assurance our view is correct. In the event that we experience ownership changes in the future, our ability to use pre-change NOL carryforwards and other tax attributes to offset post-change taxable income will be subject to

69

limitations. As a result, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which could adversely affect our future cash flows.

Our operations are subject to governmental law and regulations relating to environmental matters, which may expose us to significant costs and liabilities that could negatively impact our financial condition.

We are subject to various federal, state, provincial and local environmental laws and regulations relating to the operation of our businesses, including those governing pollution, the handling, storage, disposal and transportation of hazardous substances and the ownership and operation of real property. In addition, we could be affected by future regulations imposed in response to concerns over climate change, other aspects of the environment or natural resources. We have been designated, along with other companies, as a named discharger potentially responsible for the cleanup of groundwater contamination at certain sites in California where we operate and there can be no assurance that the previous owners of those properties strictly complied with such environmental laws and regulations. Such laws and regulations may result in significant liabilities and costs to us due to the actions or inactions of the previous owners. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations or the discovery of previously unknown contamination could result in additional costs.

We have incurred and will continue to incur increased costs and demands in order to comply with laws and regulations applicable to public companies.

In January 2019, we became a “domestic issuer” for SEC reporting purposes and a reporting issuer in each of the jurisdictions in Canada in which Maxar Canada was a reporting issuer. The obligations of being a public company in the U.S. and Canada require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the U.S. Securities Exchange Act of 1934, as amended, applicable Canadian securities laws, and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the NYSE and the TSX. These rules require that we maintain effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to monitor and maintain compliance with. Additionally, new standards, as well as investor expectations are developing around environmental, social and governance matters (“ESG”) and other emerging socioeconomic trends and matters, which require continual monitoring and compliance. Our management and other personnel will continue to devote a substantial amount of time to ensure compliance with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to reputational damage, litigation or being delisted, among other potential problems.

Our international business exposes us to risks relating to regulation, currency fluctuations and political or economic instability in foreign markets, which could adversely affect our revenue, earnings, cash flows and our financial condition.

A significant portion of our revenue is derived from non-U.S. sales, and we intend to continue to pursue international contracts. International operations are subject to certain risks, such as: changes in domestic and foreign governmental regulations and licensing requirements; deterioration of relations between the U.S. and/or a particular foreign country; increases in tariffs and taxes and other trade barriers; foreign currency fluctuations; changes in political and economic stability both in the U.S. and internationally; effects of austerity programs or similar significant budget reduction programs; potential preferences by prospective customers to purchase from local (non-U.S.) sources; difficulties in obtaining or enforcing judgments in foreign jurisdictions; and unforeseen developments and conditions, including war, epidemics and pandemics and international tensions and conflicts.

In addition, our international contracts may include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations, known as offset obligations, and

70

provide for penalties if we fail to meet such requirements. The impact of these factors is difficult to predict, but one or more of them could adversely affect our financial position, results of operations, or cash flows.

Exposure to United Kingdom political developments, including the effect of its withdrawal from the European Union, could be costly and difficult to comply with and could harm our business.

Our United Kingdom operations service customers in the United Kingdom as well as in other countries in the European Union, and these operations continue to face risks and potential disruptions related to the withdrawal of the United Kingdom from the European Union, commonly referred to as “Brexit.”. Although the United Kingdom and the European Union have entered into a trade and cooperation agreement, the long-term nature of the United Kingdom’s relationship with the European Union remains unclear. For example, Brexit could lead to potentially divergent laws and regulations, such as with respect to data protection and data transfer laws, that could lead to uncertainty surrounding how data transfers will be regulated and could also be costly and difficult to comply with. While we continue to monitor these developments, the full effect of Brexit on our operations is uncertain and our business could be harmed by trade disputes or political differences between the United Kingdom and the European Union in the future.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits listed in the Exhibit Index are filed with, or incorporated by reference in, this Form 10-Q.

71

EXHIBIT INDEX

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date	Filed or Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of Maxar Technologies Inc., as filed with the Delaware Secretary of State.	8-K	001-38228	3.1	01/02/2019
3.2	Third Amended and Restated Bylaws of Maxar Technologies Inc.	8-K	001-38228	3.1	11/1/2022
4.1	Indenture, dated as of June 14, 2022, among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent.	8-K	001-38228	4.1	06/14/2022
10.1#	Contract by and between Maxar Intelligence Inc. and the National Reconnaissance Office					X
10.2	Amended and Restated Employment Agreement of Daniel L. Jablonsky*					X
10.3	Letter Agreement, dated September 15, 2022, between Maxar Technologies Inc. and Biggs C. Porter*	8-K	001-38228	10.1	09/15/2022
10.4	Form of Amended Executive Change in Control and Severance Agreement*					X
31.1	Certification of the Company’s Chief Executive Officer, Daniel L. Jablonsky, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of the Company’s Chief Financial Officer, Biggs C. Porter, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X

72

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date	Filed or Furnished Herewith
32.1†	Certification of the Company’s Chief Executive Officer, Daniel L. Jablonsky, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2†	Certification of the Company’s Chief Financial Officer, Biggs C. Porter, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X
101	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Statements of Operations, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, (v) Consolidated Statements of Cash Flows, (vi) Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity, and (vii) Notes to the Unaudited Condensed Consolidated Financial Statements					X
104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

† Furnished herewith.

# Certain portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

* Management Contract or compensatory plan arrangement.

73

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 3, 2022	Maxar Technologies Inc.
	By: /s/ Daniel L. Jablonsky Daniel L. Jablonsky Chief Executive Officer (Principal Executive Officer and Duly Authorized Officer)
	By: /s/ Biggs C. Porter Biggs C. Porter Executive Vice President and Chief Financial Officer (Principal Financial Officer)

74

EX-10.1

Exhibit 10.1

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED/[***]

Upon removal of attachments, this document is UNCLASSIFIED

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT					1. CONTRACT ID CODE	PAGE OF PAGES
						1  |  78
2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.				5. PROJECT NO. (If applicable)
P00007
6. ISSUED BY	CODE	[***]	7. ADMINISTERED BY (If other than Item 6)			CODE
[***] [***] [***] [***]			See Block 6
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) MAXAR INTELLIGENCE INC. WESTMINSTER CO 80234			(X)	9A. AMENDMENT OF SOLICITATION NO.
			☐	9B. DATED (SEE ITEM 11)
			☒	10A. MODIFICATION OF CONTRACT/ORDER NO. [***]22-C-0246
				10B. DATED (SEE ITEM 13) 05/23/2022
CODE		FACILITY CODE
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
☐The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers                      ☐ is extended.     ☐ is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning                                   copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment and is received prior to the opening hour and date specified .

12. ACCOUNTING AND APPROPRIATION DATA (If required)

See Addenda:

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS.  IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CHECK ONE	A.  THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 1OA.
(X)
☐
☒	B.  THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
☐	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF
☐	D. OTHER (Specify type of modification and authority)
E. IMPORTANT:	Contractor                      X  is not.         ___ is required to sign this document and return                         0 copies to the issuing office.
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
	See Page 2.
Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect.
15A NAME AND TITLE OF SIGNER (Type or print)		16A NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
		[***]
15B. CONTRACTOR/OFFEROR		15C. DATE SIGNED		16C. DATE SIGNED
(Signature of person authorized to sign)				[***]
NSN 7540-01-152-8070			STANDARD FORM 30 (REV. 10-83)
Previous edition unusable			Prescribed by GSA
			FAR (48 CFR) 53.243

Page 1 of 78

UNCLASSIFIED/[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

Block 14 Continuation

1. (U) The purpose of this modification is to:

a. (U) Provide additional funding [***]

2. (U) The total contract value hereby remains unchanged.

3. (U) as a result, the contract is modified as follows:

(U) [***]

(U) Specifically:

CLIN	FROM	BY	TO
000lAA	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]

4. (U) This conformed copy of the contract supersedes all prior versions. Unless specifically addressed in this modification, all terms and conditions of the contract remain unchanged and in full force and effect.

P00007	Page 2 of 78
[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

1 (U) Type of Contract and Total Contract Value

(U) The Contractor shall, in accordance with the terms and conditions set forth herein, furnish the necessary qualified personnel, services, travel, facilities and materials (except those specifically designated to be provided by the Government) and do all things necessary and incidental to complete the contractual effort in accordance with the Statement of Work.

(U) The total current contract value is $1,500,050,000.00.

All tables in this clause containing CLIN element values and totals are classified as (U).

(U) CLIN 0001, as identified in this contract and in the total estimated amounts set forth below, is FFP as

described under the Federal Acquisition Regulations (FAR) 16.202.

Description: (U) Imagery Subscription

Firm Fixed Price	$1,500,000,000.00
Total	$1,500,000,000.00

		Quantity	Unit Price	Units	Total
OOOIAA	(U) Imagery Subscription (This is a 5 year base of all minimums – Foundation, Intel Points, SWIR, NEI, NTI and TDL as well as Package 1. In addition, the CLIN extensions for CLIN1AA include all minimums – Foundation, Intel Points, SWIR, NEI, NTI and TDL as 1 year options.	1	$1.500.000,000.00	Each	$1.500.000.000.00
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

(U) The total value of Contract Line Item 0001, and any modifications thereto are shown below:

	Firm Fixed Price	Total
BASIC	$1,500,000,000.00	$1,500,000,000.00

(U) CLIN 0002, as identified in this contract and in the total estimated amounts set forth below, is FFP as described under the Federal Acquisition Regulations (FAR) 16.202.

Description: (U) Studies

Firm Fixed Price	[***]
Total	[***]

		Quantity	Unit Price	Units	Total
0002AA	(U) Studies		[***]	[***]	[***]

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[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U) The total value of Contract Line Item 0002, and any modifications thereto are shown below:

[***]

(U) CLIN 0003 (Option), as identified in this contract and in the total estimated amounts set forth below, is FFP

as described under the Federal Acquisition Regulations (FAR) I6.202,

Description: (U) RESERVED- Ad Hoc

(U) CLIN 0004 (Option), as identified in this contract and in the total estimated amounts set forth below, is FFP

as described under the Federal Acquisition Regulations (FAR) 16.202.

Description: (U) RESERVED - Special Imagery Requests, Ad Hoc Imagery (FFO)-TBD

(U) CLIN 0005 (Option), as identified in this contract and in the total estimated amounts set forth below, is FFP as described under the Federal Acquisition Regulations (FAR) 16.202.

Description: (U) RESERVED - Other Special Imagery Request -TBD

(U) CLIN 0006, as identified in this contract and in the total estimated amounts set forth below, is NSP as described in the description below.

Description: (U) Not Separately Priced

2(U) Statement of Work

(U) The Government’s Statement of Work listed below is incorporated by reference and made part of this contract as Attachment #1 as listed in the Incorporation of Attachments and Exhibits clause:

The following table in this clause is classified as (U).

Statements of Work	Title	Date
(U) E.O. Commercial Layer	SOW	07/29/2022

3(U) Packaging and Marking

(U) Packaging and marking of deliverable items called for hereunder shall be in accordance with:

(U) (1) the Contractors best commercial practice and

(U) (2) any delineated requirements in the Statement of Work required to insure safe arrival at the destination.

P00007	Page 4 of 78
[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

4(U) Packaging and Marking

(U) Packaging and marking of deliverable items called for hereunder shall be in accordance with:

(U) (1) the Contractors best commercial practice;

(U) (2) any delineated requirements in the Statement of Work required to insure safe arrival at the destination; and

(U) (3) in accordance with appropriate security requirements.

5(U) Quality Assurance Surveillance Plan

(U) [***]

6(U) Ship To Address

[***]

752.247-34 (U) F.O.B. Destination (NOV 1991)

(U) This clause is applicable to CLIN(s): All CLINs.

(U) (a) The term "F.0.B. destination," as used in this clause, means--

(U) (1) Free of expense to the Government, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and

(U) (2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage-, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568of the National Motor Freight Classification for "heavy or bulky freight." When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by (he consignee, with assistance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than carload shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

(U) (b) The Contractor shall--

(U) (1) (i) Pack and mark the shipment to comply with contract specifications; or

P00007	Page 5 of 78
[***]-22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U) (ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(U) (2) Prepare and distribute commercial bills of lading;

(U) (3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(U) (4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by

the consignee at the delivery point specified in the contract;

(U) (5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(U) (6) Pay and bear all charges to the specified point of delivery.

8[***]

(U) (a) Period of Performance: The period of performance of this contract shall be:

The following table is classified as (U).

CLIN	Start Date	Completion Date
000lAA	06/15/2022	06/14/2027
[***]	[***]	[***]

(U) (b) The principal place of performance under this contract shall be the Contractor's facility located at:

[***]

[***]

(U) (c) The contractor shall immediately notify the Contracting Officer in writing when they encounter difficulty meeting performance requirements or anticipate difficulty in complying with the contract delivery schedule. This notification shall be informational in character; this provision shall not be construed as a waiver by the Government of any delivery schedule for any rights or remedies provided by law or under this contract.

9(U) GOVERNMENT POINTS OF CONTACT

The following table in this clause is classified as (U).

[***]

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[***]-22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

10(U) Accounting and Appropriation Data

[***]

11(U) CLIN Obligation and Value Summary

The following table in this clause is classified as (U).

SUMMARY TOTAL OBLIGATED AND TOTAL VALUE BY CLIN
CLIN	Dollars Obligated	Total CLIN Value
OOOJAA	[***]	$1,500,000,000.00
0001	[***]	$1,500,000,000.00

12.[***]

[***]-22-C-0246 UNCLASSIFIED//[**

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

PAGES 8-23 ARE MARKED [***] IN THEIR ENTIRETY

Number	Title
52.203-16	(U) Preventing Personal Conflicts of Interest (JUN 2020)
52.204-4	(U) Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011)
52.222-35	(U) Equal Opportunity for Veterans (JUN 2020)
52.222-36	(U) Equal Opportunity for Workers with Disabilities (JUN 2020)
52.222-37	(U) Employment Reports on Veterans (JUN 2020)
52.223-13	(U) Acquisition of EPEAT-Registered Imaging Equipment (JUN 2014)
52.224-1	(U) Privacy Act Notification (APR 1984)
52.224-2	(U) Privacy Act (APR 1984)
52.224-3	(U) Privacy Training (JAN 2017)
52.225-8	(U) Duty-Free Entry (OCT 2010)
52.227-1	(U) Authorization and Consent (JUN 2020)
52.227-2	(U) Notice and Assistance Regarding Patent and Copyright Infringement (JUN 2020)
52.228-5	(U) Insurance – Work on a Government Installation (Jan 1997)
52.232-39	(U) Unenforceability of Unauthorized Obligations (JUN 2013)
52.237-2	(U) Protection of Government Buildings, Equipment, and Vegetation (APR 1984)
52.237-3	(U) Continuity of Services (JAN 1991)
52.242-13	(U) Bankruptcy (JUL 1995)
52.242-15	(U) Stop-Work Order (AUG 1989)
52.246-4	(U) Inspection of Services – Fixed-Price (AUG 1996)
[***]	[***]

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[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

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19.52.203-13 (U) Contractor Code of Business Ethics and Conduct (NOV2021)

(U) (a) Definitions. As used in this clause

(U) Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

(U) Full cooperation (1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors and investigators request for documents and access to employees with information.

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[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

(U) (2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require

(U) (i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(U) (ii) Any officer, director, owner or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(U) (3) Does not restrict a Contractor from

(U) (i) Conducting an internal investigation; or

(U) (ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

(U) Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities-within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(U) Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

(U) Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

(U) United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(U) (b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall –

(U) (i) Have a written code of business ethics and conduct;

(U) (ii) Make a copy of the code available to each employee engaged in performance of the contract

(U) (2) The Contractor shall

(U) (i) Exercise due diligence to prevent and detect criminal conduct; and

(U) (ii) Otherwise promote an organizational culture that encourages ethical conduct and commitment to compliance with the law.

(U) (3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of the contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed

(U) (A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(U) (B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

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[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

(U) (ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractors disclosure as confidential where the information has been marked confidential or proprietary by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organizations jurisdiction.

(U) (iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(U) (c) Business's ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial product or commercial service as defined at FAR 2.101. The Contractor shall establish within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(U) (1) An ongoing business ethics awareness and compliance program.

(U) (i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractors standards and procedures and other aspects of the Contractors business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individuals respective roles and responsibilities.

(U) (ii) The training conducted under this program shall be provided to the Contractors principals and employees, and as appropriate, the Contractors agents and subcontractors.

(U) (2) An internal control system.

(U) (i) The Contractors internal control system Shall –

(U) (A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(U) (B) Ensure corrective measures are promptly instituted and carried out.

(U) (ii) At a minimum, the Contractors internal control system should provide for the following –

(U) (A) Assignments of responsibility at a sufficiently high lever and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

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[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

(U) (B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractors code of business ethics and conduct

(U) (C) Periodic reviews of company business practices, procedures, policies , and internal controls for compliance with the Contractors code of business ethics and conduct and the special requirements of Government contracting;

(U) (1) Monitoring and auditing to detect criminal conduct;

(U) (2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system1 especially if criminal conduct has been detected; and

(U) (3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(U) (D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(U) (E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(U) (F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733)

(U) (1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(U) (2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency

P00007	Page 28 of 78
[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

responsible for the basic contract, and the respective agencies contracting officers.

(U) (3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(U) (4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(U) (G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(U) (d) Subcontracts. (I) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and a performance period of more than 120 days,

(U) (2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(End of Clause)

20.52.204-21 (U) Basic Safeguarding of Covered Contractor Information Systems (NOV 2021)

(U) (a) Definitions. As used in this clause

(U) Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information,

(U) Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

(U) Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

(U) Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

(U) Safeguarding means measures or controls that are prescribed to protect information systems. (U) (b)

Safeguarding requirements and procedures.

(U) (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

P00007	Page 29 of 78
[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U) (i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(U) (ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(U) (iii) Verify and control/limit connections to and use of external information systems.

(U) (iv) Control information posted or processed on publicly accessible-information systems.

(U) (v) Identify information system users, processes acting on behalf of users, or devices.

(U) (vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(U) (vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(U) (viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(U) (ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(U) (x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(U) (xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(U) (xii)Identify, report, and correct information and information system flaws in a timely manner.

(U) (xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(U) (xiv) Update malicious code protection mechanisms when new releases are available.

(U) (xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(U) (2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(U) (c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including_ subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing-in or transiting through its information system.

21.52.212-5 Alternate 3 (U) Contract Terms and Conditions Required To Implement Statues or Executive Order – Commercial Items (MAY 2022) (Alternate III)(JUL 2022)

(U) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

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[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U)(l) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(U)(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91). (U)(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(l)(A) of Pub. L. 115-232).

(U)(4) 52.209-10, Prohibition on Contracting With Inverted Domestic Corporations (NOV 2021) (Section 889(a)(l)(A) of Pub. L. 115-232).

(U)(5) 52.233-3, Protest After Award (Aug 1996)(31 U.S.C. 3553).

(U)(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77, 108- 78) (19U.S.C. 3805 note).

(U) (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(U)X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUNE 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 2402).

(U)X (2) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (NOV 2021) (31 U.S.C. 6101 note).

(U)X (3) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

(U)X (4) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

(U)X (5) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(U)X (6) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(U)X (7) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212)

(U)X (8) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793)

(U)X (9) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212)

(U)X (10) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

(U)X (11) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O.

13627).

(U)X (12) 52.222-54, Employment Eligibility Verification (MAY 2022), (E. 0. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U)X (13) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O.13513).

(U)X (14) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.s, proclamations, and

statutes administered-by the Office of Foreign Assets Control of the Department of the Treasury).

(U)X (15) 52.232-33, Payment by Electronic Funds Transfer-- System for Award Management (OCT 2018) (31 U.S.C. 3332).

(U) (c) Other clauses included in the By Ref clause list in the basic version of 52.212-5 and its Alternates may be identified as included By Ref clauses in addendum to this contract.

(U) (d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

(U)(l) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(U) (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(U) (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(U) (e)(l) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(U)(i) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

(U) (ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts-(and as extended in continuing resolutions)).

P00007	Page 32 of 78
[***]-22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U)(iii) 52,204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or

Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(U)(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment. (NOV 2021) (Section 889(a)(l)(A) of Pub. L. 115-232).

(U)(v) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(U)(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015) (U)(vii) 52.222-26, Equal Opportunity (SEPT 2015) (E.O. 11246).

(U)(viii) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

(U)(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

(U)(x) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(U)(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph(!) of FAR clause 52.222-40.

(U)(xii) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

(U)(xiii) (A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

(U)(B) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(U)(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration or Repair of Certain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

(U)(xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts

for Certain Services Requirements (MAY 2014) (41 U.S.C. chapter 67).

(U)(xvi) 52.222-54, Employment Eligibility Verification (MAY 2022) (E.O. 12989). (U)(xvii) 52.222-55, Minimum Wages Under Executive Order 14026 (JAN 2022).

(U)(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706). (U)(xix) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a)

(U)(B) Alternate I (Jan 2017) of 52.224-3

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[***]22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U)((xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(U)(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JAN 2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(U)(xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(U) (2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

22.52.217-8 (U) Option to Extend Services (NOV 1999)

(U) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 6 months.

23.52.222-19 (U) Child Labor- Cooperation with Authorities and Remedies (JAN 2022)

(U) (a) Applicability. This clause does not apply to the extent that the Contractor is supplying end products mined, produced, or manufactured in

(U) (1) Canada, and the anticipated value of the acquisition is $25,000 or more;

(U) (2) Israel, and the anticipated value of the acquisition is $50,000 or more; (U)(3) Mexico, and the anticipated value of the acquisition is $92,319 or more; or

(U) (4) Armenia, Aruba, Australia, Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Iceland, Ireland, Italy, Japan, Korea, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Moldova, Montenegro, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Singapore, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Taiwan, Ukraine, or the United Kingdom and the anticipated value of the acquisition is $183,000 or more.

(U) (b) Cooperation with Authorities. To enforce the laws prohibiting the manufacture or importation of products mined, produced, or manufactured by forced or indentured child labor, authorized officials may need to conduct investigations to determine whether forced or indentured child labor was used to mine, produce, or manufacture any product furnished under this contract. If the solicitation includes the provision 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products, or the-equivalent at 52.212-3(i), the Contractor agrees to cooperate fully with authorized officials of the contracting agency, the Department of the Treasury, or the Department of Justice by providing reasonable access to records, documents, persons, or premises upon reasonable request by the authorized officials.

P00007	Page 34 of 78
[***]-22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U) (c) Violations. The Government may impose remedies set forth in paragraph (d) for the following violations:

(U) (1) The Contractor has submitted a false certification regarding knowledge of the use of forced or indentured child labor for listed end products.

(U) (2) The Contractor has failed to cooperate, if required, in accordance with paragraph (b) of this clause, with an investigation of the use of forced or indentured child labor by an Inspector General, Attorney General, or the Secretary of the Treasury,

(U) (3) The Contractor uses forced or indentured child labor in its mining, production, or manufacturing

processes.

(U) (4) The Contractor has furnished under the contract end products or components that have been mined, produced, or manufactured wholly or in part by forced or indentured child labor. (The Government will not pursue remedies at paragraph (d)(2) or paragraph (d)(3) ,of this clause unless sufficient evidence indicates that the Contractor knew of the violation.)

(U) (d) Remedies.

(U) (1) The Contracting Officer may terminate the contract.

(U)(2) The suspending official may suspend the Contractor in accordance with procedures in FAR Subpart 9.4.

(U) (3) The debarring official may debar the Contractor for a period not to exceed 3 years in accordance with the procedures in FAR Subpart 9.4.

24.52.222-54 (U) Employment Eligibility Verification (MAY 2022)

(U) (a) Definitions. As used in this clause Commercially available off-the-shelf (COTS) item­ (U)(I) Means any item of supply that is-

(U)(i) A commercial product (as defined in paragraph (1) of the definition of "commercial product" at Federal Acquisition Regulation (FAR) 2.10 I;

(U) (ii) Sold in substantial quantities in the commercial marketplace; and

(U)(iii) Offered to the Government, without modification, in the same f01m in which it is sold in the commercial marketplace; and

(U) (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products. Per 46 CPR 525.1(c)(2), bulk cargo means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo.

P00007	Page 35 of 78
[***]-22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED

(U) Employee assigned to the contract means an employee who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee

(U) (1) Normally performs support work, such as indirect or overhead functions; and

(U) (2) Does not perform any substantial duties applicable to the contract.

(U) Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

(U) Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor.

(U) United States, as defined in 8 U.S.C. 110l(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, the Commonwealth -of the Northern Mariana Islands and the U.S. Virgin Islands.

(U) (b) Enrollment and verification requirements. (1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract-award, the Contractor shall

(U) (i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract award;

(U) (ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verify to initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and

(U) (iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employees assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).

(U) (2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractor shall use E-Verify to initiate verification of employment eligibility of

(U) (i) All new employees. (A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

(U) (B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E-Verify, the Contractor shall initiate verification of all new hires of the Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or

P00007	Page 36 of 78
[***]-22-C-0246	UNCLASSIFIED//[***]

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

UNCLASSIFIED//[***]

Upon removal of attachments, this document is UNCLASSIFIED,

(U) (ii) Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section).

(U)(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 100l(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow the applicable verification requirements at (b)(l) or (b)(2), respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract.

(U) (4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all existing employees hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), rather than just those employees assigned to the contract. The

Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986 (after November 27, 2009, in the Commonwealth of the Northern Mariana Islands), within 180 calendar days of--

(U) (i) Enrollment in the E-Verify program; or

(U) (ii) Notification to E-Verify Operations of the Contractors decision to exercise this option, using the contact information provided in the E-Verify program Memorandum of Understanding (MOU).

(U) (5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the

E-Verify program MOU.

(U) (i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate the Contractors MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, the Contractor will be referred to a suspension or debarment official.

(U) (ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenroll in E-Verify.

(U) (c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at the Department of Homeland Security Web site: https://www.e-Verify.goi:

(U) (d) Individuals previously verified. The Contractor is not required by this clause to perform additional employment verification using E-Verify for any employee-

(U) (1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program;

(U) (2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or

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UNCLASSIFIED//[***]

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(U) (3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD)-12, Policy for a Common Identification Standard for Federal Employees and Contractors.

(U) (e) Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the parties), in each subcontract that

(U) (1) Is for- (i) Services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), perfo1med by the COTS provider, and are normally provided for that COTS item); or

(U) (ii) Construction;

(U) (2) Has a value of more than $3,500; and

(U) (3) Includes work performed in the United States. (End of clause)

25.52.225-1 (U) Buy American-Supplies (NOV 2021)

(U) (a) Definitions. As used in this clause-­

(U)Commercial/y available off-the-shelf (COTS) item-

(U)(l) Means any item of supply (including construction material) that is-

(U)(i) A commercial product (as defined in paragraph (1) of the definition of "commercial product" at Federal Acquisition Regulation (FAR) 2.101;

(U) (ii) Sold in substantial quantities in the commercial marketplace; and

(U) (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in

the same form in which it is sold in the commercial marketplace; and

(U) (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

(U)Component means any item supplied to the Government as part of an end item or of another component.

(U)Cost of components means--

(U) (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or

(U) (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the _end product.

(U)Domestic end product means--

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UNCLASSIFIED/[***]

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(U) (1) For an end product that does not consist wholly or predominantly of iron or steel or a combination of both-

(U) (i) An unmanufactured end product mined or produced in the United States;

(U) (ii) An end product manufactured in the United States, if-

(U) (A) The cost of its components mined, produced, or manufactured in the United States exceeds 55 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Components of unknown origin are treated as foreign. Scrap generated, collected, and prepared for processing in the United States is considered domestic; or

(U) (B) The end product is a COTS item; or

(U) (2) For an end product that consists wholly or predominantly of iron or steel or a combination of both, an end product manufactured in the United States, if the cost of foreign iron and steel constitutes less than 5 percent of the cost of all the components used in the end product. The cost of foreign iron and steel includes but is not limited to the cost of foreign iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the end product and a good faith estimate of the cost of all foreign iron or steel components excluding COTS fasteners. Iron or steel components of unknown origin are treated as foreign. If the end product contains multiple components, the cost of all the materials used in such end product is calculated in accordance with the definition of "cost of components".

(U)End product means supplies delivered under a line item of a Government contract.

(U)Fastener means a hardware device that mechanically joins or affixes two or more objects together. Examples of fasteners are nuts, bolts, pins, rivets, nails, clips, and screws.

(U)Foreign end product means an end product other than a domestic end product.

(U)Foreign iron and steel means iron or steel products not produced in the United States. Produced in the United States. means that all manufacturing processes of the iron or steel must take place in the United States, from the initial melting stage through the application of coatings, except metallurgical processes involving refinement of steel additives. The origin of the elements of the iron or steel is not relevant to the determination of whether it is domestic or foreign.

(U)Predominantly of iron or steel or a combination of both means that the cost of the iron and steel content exceeds 50 percent of the total cost of all its components. The cost of iron and steel is the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet); castings, or forgings utilized in the manufacture of the product and a good faith estimate of the cost of iron or steel components excluding COTS fasteners.

(U)Steel means an alloy that includes at least 50 percent iron, between 0.02 and 2 percent carbon, and may include other elements.

(U)United States means the 50 States and the District of Columbia, and outlying areas.

(U) (b) 41 U.S.C. chapter 83, Buy American, provides a preference for domestic end products for supplies acquired for use in the United States. In accordance with 41 U.S.C. 1907, the domestic content test of the Buy

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UNCLASSIFIED/[***]

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American statute is waived for an end product that is a COTS item (see 12.505(a)(l )), except that for an end product that consists wholly or predominantly of iron or steel or a combination of both, the domestic content test is applied only to the iron and steel content of the end product, excluding COTS fasteners.

(U) (c) Offerors may obtain from the Contracting Officer a list of foreign articles that the Contracting Officer

will treat as domestic for this contract.

(U) (d) The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the solicitation entitled "Buy American Certificate."

26.52.232-40 (U) Providing Accelerated Payments to Small Business Subcontractors (NOV 2021)

(U) (a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(U)(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(U) (c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services.

27.52,244-2 (U) Subcontracts (JUN 2020)

(U)(a) Definitions. As used in this clause --

(U) Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

(U)Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

(U) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(U)(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in

accordance with paragraph (c) or (d) of this clause.

(U)(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that --

(U)1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(U)2)Is fixed-price and exceeds --

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UNCLASSIFIED//[***]

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(U) (i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or

(U) (ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in FAR 2.10 l on the date of subcontract award, or 5 percent of the total estimated cost of the contract.

(U) (d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the

Contracting Officer's written consent before placing the following subcontracts:

None

(U)(e)

(U) 1)The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b). (c), or (d) of this clause, including the following information:

(U)(i)A description of the supplies or services to be subcontracted.

(U)(ii)Identification of the type of subcontract to be used. (U)(iii) Identification of the proposed subcontractor. (U)(iv) The proposed subcontract price.

(U) (v)The subcontractor's current, complete, and accurate certified cost or pricing data and

Certificate of Current Cost or Pricing Data, if required by other contract provisions. (U)(vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting

Standards when such data are required by other provisions of this contract. (U)(vii)A negotiation memorandum reflecting --

(U)(A) The principal elements of the subcontract price negotiation;

(U)(B) The most significant considerations controlling establishment of initial or revised prices;

(U)(C) The reason certified cost or pricing data were or were not required;

(U) (D) The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing data in determining the price objective and in negotiating the final price;

(U) (E) The extent to which it was recognized in the negotiation that the subcontractor1s

certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any Such defective data on the total price negotiated;

(U)(F) The reasons for any significant difference between the Contractor's price objective

and the price negotiated; and

(U)(G) A complete explanation of the incentive fee or profit plan when incentives are used.

The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(U) 2)The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause.

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(U) (f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting

Officer to any subcontract nor approval of the contractor1s purchasing system shall constitute a determination --

(U)l)Of the acceptability of any subcontract terms or conditions;

(U)2)Of the allowability of any cost under this contract; or

(U)3)To relieve the Contractor of any responsibility for performing this contract.

(U) (g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost­ plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in paragraph 15.404-4(c)(4)(i).

(U) (h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(U)(i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

(U)(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontract, which were. evaluated during negotiations:

None

28.[***]

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EX-10.2

Exhibit 10.2

MAXAR TECHNOLOGIES INC.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) between Daniel L. Jablonsky (“Executive”) and Maxar Technologies Inc. (together with any successor thereto, the “Company”, and together with Executive, the “Parties”) is entered into effective as of September 7, 2022 (the “Effective Date”).  This Agreement supersedes in its entirety that certain Employment Agreement by and between Executive and the Company dated as of  March 27, 2020 (the “Prior Agreement”).

Recitals

A. The Company desires to assure itself of the continued services of Executive by engaging Executive to perform services as an employee of the Company under the terms of this Agreement;

B. Executive desires to provide continued services to the Company on the terms provided in this Agreement; and

C. The Parties desire to execute this Agreement to supersede in its entirety the Prior Agreement and to reflect certain changes to the terms and conditions of Executive’s employment effective as of the Effective Date.

Agreement

In consideration of the foregoing and the covenants and agreements set forth below, the Parties agree as follows:

1. EMPLOYMENT.

(a) General.  The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective Date.

(b) Position and Duties.  Effective on the Effective Date, Executive:  (i) shall continue to serve as the Company’s President and Chief Executive Officer, with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Company’s Board of Directors (the “Board”); (ii) shall continue to report solely and directly to the Board; and (iii) agrees to observe and comply with all written policies and rules of the Company, as adopted by the Company from time to time.  As of the Effective Date, Executive shall continue to serve as a member of the Board.  At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive’s position as the Company’s President and Chief Executive Officer.  If Executive serves in any one or more of such additional capacities, Executive’s compensation shall not automatically be increased on account of such additional service beyond that specified in this Agreement; provided, that, the Company shall indemnify Executive and provide

1

Exhibit 10.2

Executive with directors’ and officers’ liability insurance for any such additional service on the same basis as provided for Executive’s service on behalf on behalf of the Company.

(c) Performance of Executive’s Duties.  During Executive’s employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e), Executive shall devote substantially all of Executive’s working time and attention to the business and affairs of the Company pursuant to the general direction of the Board.  The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive’s employment with the Company.

(d) Principal Office.  Executive will work principally at the Company’s headquarters located in Westminster, Colorado.

(e) Exclusivity.  Nothing in this Agreement prevents Executive from engaging in additional activities in connection with personal investments and charitable and community affairs.  Executive may also serve as a member of the board of directors or board of advisors of one other organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Board, which approval shall not be unreasonably withheld; and (iii) such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement, violate the terms of that certain Confidentiality Agreement (as defined below) or otherwise violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies.

2. TERM.  The term under this agreement (the “Term”) shall commence on the effective date and shall end on the date this agreement is terminated.

3. COMPENSATION AND RELATED MATTERS.

(a) Base Salary.  As of  the Effective Date, Executive’s base salary is at the rate of $975,000 per year (as may be adjusted from time to time, the “Base Salary”).  Executive’s Base Salary, subject to withholdings and deductions, shall be paid to Executive during the Term in accordance with the customary payroll practices and procedures of the Company.  Executive’s Base Salary shall be reviewed by the Board and/or the Compensation Committee of the Board at least annually during the Term, provided that Executive’s rate of Base Salary may not be decreased from the level then in effect.

(b) Annual Bonus.  During the Term, Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) targeted at 110% of Executive’s Base Salary, on such terms and conditions determined by the Board and/or the Compensation Committee of the Board.  The actual amount of any Annual Bonus (if any) will be determined in the discretion of the Board and/or the Compensation Committee of the Board and, except as specifically otherwise provided under Section 6, will be (a) subject to achievement of any applicable bonus objectives and/or conditions determined by the Board and/or the Compensation Committee of the Board, (b) subject to Executive’s

2

Exhibit 10.2

continued employment with the Company through the date of approval of the bonus amount by the Board and/or the Compensation Committee of the Board, and (c) payable to Executive during the year following the end of the applicable calendar year at the same time as annual bonuses for other Company executives are generally paid, but in no event later than March 15th of the year following the year to which such Annual Bonus relates.

(c) Benefits; Indemnification and Insurance.  During the Term, Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time offer to provide to its executives, subject to the terms and conditions of such plans.  Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan or benefit.  Executive shall be covered under indemnification arrangements to the fullest extent permitted under applicable state law and the Company’s by-laws and shall participate in the Company’s directors’ and officers’ liability insurance policies at not less than the level provided for the Company’s other senior executive officers and directors.

(d) Business Expenses.  During the Term, the Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement policies and procedures as are in effect from time to time.

(e) Vacation.  During the Term, Executive will be entitled to vacation in accordance with the Company’s vacation policy.

4. EQUITY AWARDS.  Following the Effective Date, Executive shall be eligible for such equity awards as may be determined by the Company, in its sole discretion, commensurate with Executive’s positions as President and Chief Executive Officer and after due consideration of any factors the Compensation Committee or the Board deems appropriate, including, the share availability under the Company’s equity incentive plan, the Company’s and/or the Executive’s performance, competitive market standards and grants made to other senior executives of the Company.

5. TERMINATION.

(a) At-Will Employment.  The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law.  This means that it is not for any specified period of time and can be terminated by Executive or by the Company at any time, with or without advance notice, and for any or no particular reason or cause.  It also means that Executive’s job duties, title, and responsibility and reporting level, work schedule, compensation, and benefits, as well as the Company’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of the Company (subject to any ramification such changes may have under Section 6).  This “at-will” nature of Executive’s employment shall remain unchanged during Executive’s tenure as an

3

Exhibit 10.2

employee and may not be changed, except in an express writing signed by Executive and a duly-authorized officer of the Company.  If Executive’s employment terminates for any lawful reason, Executive shall not be entitled to any severance payments, benefits, award, or compensation other than as provided in this Agreement.

(b) Notice of Termination.  During the Term, any termination of Executive’s employment by the Company or by Executive (other than by reason of death) shall be communicated by written notice (a “Notice of Termination”) from one Party to the other Party specifying the Termination Date (as defined below).

(c) Termination Date.  For purposes of this Agreement, “Termination Date” means the date of the termination of Executive’s employment with the Company specified in a Notice of Termination.

(d) Deemed Resignation.  Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and board memberships, if any, then held with the Company or any of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.

6. CONSEQUENCES OF TERMINATION.

(a) Payments of Accrued Obligations upon all Terminations of Employment.  Upon a termination of Executive’s employment for any reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within 30 days after Executive’s Termination Date (or such earlier date as may be required by applicable law):  (i) any unpaid portion of Executive’s Base Salary earned through Executive’s Termination Date; (ii) any expenses owed to Executive under Section 3; (iii) any accrued but unused paid time-off owed to Executive; (iv) any Annual Bonus approved by the Board and/or the Compensation Committee of the Board on or before the Termination Date but unpaid as of the Termination Date; and (v) any amount accrued and arising from Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements.  Except as otherwise set forth in Sections 6(b) and (c), the payments and benefits described in this Section 6(a) shall be the only severance payments and benefits payable in the event of Executive’s termination of employment for any reason.

(b) Severance Payments upon Covered Termination Outside a Change in Control Period.  If, during the Term, Executive experiences a Covered Termination outside a Change in Control Period (each as defined below), then in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in the form attached as Exhibit

4

Exhibit 10.2

A hereto (a “Release”) that becomes effective and irrevocable in accordance with Section 10(f), provide Executive with the following:

(i) The Company shall pay to Executive an amount equal to 24 months of Executive’s then-current Base Salary payable, less applicable withholdings, in the form of salary continuation in regular installments over the 24 month period following the Termination Date in accordance with the Company’s normal payroll practices, with the first of such installments to commence on the first regular payroll date following the date the Release becomes effective and irrevocable in accordance with Section 10(f).

(ii) The Company shall pay to Executive an amount equal to 2 times the target Annual Bonus then in effect, payable, less applicable withholdings, in equal installments over the 24 month period following the Termination Date at the same time salary continuation is provided in Section 6(b)(i) above (the severance payments in Section 6(b)(i) above and this Section 6(b)(ii), the “Non-CIC Severance”).  The Company shall also pay to Executive the actual Annual Bonus, if any, that Executive would have earned had Executive remained employed through the end of the calendar year in which Termination Date occurs, as determined in the discretion of the Board and/or the Compensation Committee of the Board in good faith, prorated for the portion of the calendar year completed as of the Termination Date.  If and to the extent earned, such payment shall be paid at the same time annual bonuses are paid generally to other executives of the Company for the relevant year, less applicable withholdings, but in no event later than March 15th of the year immediately following that in which the Termination Date occurs.

(iii) Any Company equity awards held by Executive and outstanding as of the Termination Date shall continue to vest during the 12 month period following the Termination Date in accordance with their original vesting schedules as if Executive had remained employed by the Company through such date.

In the event that Executive is entitled to continued vesting of all or part of his equity awards pursuant to this Section 6(b)(iii) or pursuant to Section 6(d)(ii), then (subject to the satisfaction of the applicable Release requirement) the continued vesting required under the terms of such provision shall be given effect as follows: (i) each such outstanding equity award subject to performance-based vesting corresponding to any performance period that is scheduled to end within the applicable period of such continued vesting shall remain outstanding and shall vest as of the end of such performance period if and to the extent the award would be eligible to vest based on performance for that performance period; (ii) any such performance-based award corresponding to any performance period that is scheduled to end after the applicable period of such continued vesting shall remain outstanding and shall vest on a pro-rated basis as of the end of such performance period if and to the extent the award is eligible to vest based on performance for that performance period, with the proration based on (A) the number of days elapsed in the period commencing on the date of grant of the award through the end of the continued vesting period, divided by (B) the total number of days

5

Exhibit 10.2

measured from the date of grant of the award through the end of the performance period (disregarding any early measurement date under the award terms); and (iii) any other award (including restricted stock, stock options and stock units subject to only time/service-based vesting conditions, and including performance-based awards that are outstanding and eligible to vest based on performance for any Performance Period that ended on or before the Termination Date) shall vest as of the Termination Date.  Any portion of an award that becomes vested pursuant to this paragraph shall be settled not later than March 1 of the calendar year following the year in which such vesting date occurs, subject to Section 10.

(iv) During the period commencing on the Termination Date and ending on the 24-month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Termination Date; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases before the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A 1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof).

(v) Executive shall be entitled to receive the “executive package” (or similar services as determined in the Company’s sole discretion) of outplacement services at the Company’s cost through an outplacement firm designated by the Company.

(c) Severance Payments upon Covered Termination During a Change in Control Period.  If, during the Term, Executive experiences a Covered Termination during a Change in Control Period, then, in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of a Release that becomes effective and irrevocable in accordance with Section 10(f), provide Executive with the following:

(i) The Company shall pay to Executive an amount equal to 2.99 times the sum of (A) Executive’s then-current Base Salary plus (B) Executive’s target Annual Bonus for the year of termination (the amounts in clauses (A) and (B), the “Change in Control Severance”).  Such amount will be subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date

6

Exhibit 10.2

following the date the Release becomes effective and irrevocable in accordance with Section 10(f) provided, that, if the Covered Termination occurs during the Three Month Period (as defined below), the amount of the Change in Control Severance equal to the Non-CIC Severance shall be paid over the same time period as the Non-CIC Severance would have been paid, and any amount of the Change in Control Severance in excess of the Non-CIC Severance shall be paid in a single lump sum cash payment as described above (or, if the first payroll date following the date the Release became effective and irrevocable in accordance with Section 19(f) occurred on or prior to the date of the Change in Control, the lump sum payment shall be paid on the first payroll date following the date of the Change in Control subject in Section 10 below).

(ii) During the period commencing on the Termination Date and ending on the 36-month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Termination Date; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases before the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A 1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the CIC COBRA Period (or remaining portion thereof).

(iii) Each outstanding and unvested equity award, including, without limitation, each restricted stock, stock option, restricted stock unit, performance stock unit, and stock appreciation right, granted by the Company and held by Executive shall automatically become vested and, if applicable, exercisable, and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, with respect to one hundred percent (100%) of the shares subject thereto, as of immediately prior to the Termination Date (or, if later, immediately prior to the Change in Control).  Except to the extent otherwise specified in an applicable award agreement that may be entered into after the Effective Date, which provision in the applicable award agreement shall control, for purposes of this Section 6(c)(iii) each such outstanding equity award subject to performance-based vesting will be deemed earned (as to any open and unsatisfied performance-based vesting conditions) at the greater of (i) the target number of shares subject to such portion of the award or (ii) the number of shares subject to such portion of the award that would vest based on actual achievement as of the Termination Date (or, if later, as of the Change in

7

Exhibit 10.2

Control) (to the extent measurable).  For avoidance of doubt, the preceding sentence and Section 9(a) shall apply to any awards granted to Executive by the Company prior to the Effective Date, and any such awards are hereby amended as of the Effective Date to the extent necessary to give effect to the provisions of this Section 6(c)(iii) and Section 9(a).  If Executive’s Covered Termination occurs during the Three Month Period, any of Executive’s equity awards granted by the Company that purported to terminate in connection with the Covered Termination shall be reinstated as necessary to give effect to the provisions of this Section 6(c)(iii).

(iv) Executive shall be entitled to receive the “executive package” (or similar services as determined in the Company’s sole discretion) of outplacement services at the Company’s cost through an outplacement firm designated by the Company.

(d) Severance Payments upon Termination due to Death or Disability.  If, during the Term, Executive’s employment is terminated due to death or Disability, then, in addition to the payments and benefits described in Section 6(a), the Company shall subject to Executive’s (or his estate’s, as applicable) delivery to the Company of a Release that becomes effective and irrevocable in accordance with Section 10(f), provide Executive (or his estate, as applicable) with the following:

(i) Executive’s actual Annual Bonus, if any, that Executive would have earned had Executive remained employed through the end of the calendar year in which Termination Date occurs, as determined in the discretion of the Board and/or the Compensation Committee of the Board in good faith, prorated for the portion of the calendar year completed as of the Termination Date.  If and to the extent earned, such payment shall be paid at the same time annual bonuses are paid generally to other executives of the Company for the relevant year, less applicable withholdings, but in no event later than March 15th of the year immediately following that in which the Termination Date occurs.

(ii) Any Company equity awards held by Executive and outstanding as of the Termination Date shall continue to vest during the 12 month period following the Termination Date in accordance with their original vesting schedules as if Executive had remained employed by the Company through such date.

(e) No Other Severance.  The provisions of this Section 6 shall supersede in their entirety any severance payment provisions in any severance plan, policy, program, or other arrangement maintained by the Company except as otherwise approved by the Board.

(f) No Requirement to Mitigate; Survival.  Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or in any other manner.  Notwithstanding anything to the contrary in this Agreement, the termination of Executive’s employment shall not impair the rights or obligations of any Party.

8

Exhibit 10.2

(g) Certain Definitions.  As used in this Agreement, the following terms have the following meanings:

1. “Cause” means any one of the following:  (i) Executive’s conviction of a felony or a crime involving fraud or moral turpitude; (ii) Executive’s theft, material act of dishonesty or fraud, or intentional falsification of any employment or Company records; (iii) Executive’s intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to the Company after a Change in Control, including willful, material violation of a non-competition or confidentiality agreement with the Company or such successor; (iv) Executive’s willful failure to follow lawful instructions of the Board; or (v) Executive’s gross negligence or willful misconduct in the performance of Executive’s assigned duties.  Cause shall not include mere unsatisfactory performance in the achievement of Executive’s job objectives.  For purposes of this definition, conduct shall not be considered “willful” unless done, or omitted to be done, not in good faith and without a reasonable belief that the conduct (or lack thereof) was in the best interests of the Company.  Notwithstanding the foregoing, if a cure of the circumstances constituting Cause is reasonably possible in the circumstances, a termination shall not be deemed to be for Cause unless (x) the Company notifies Executive in writing of the circumstances constituting Cause, and (y) Executive does not reasonably cure such circumstances within 30 days after such notice is provided; provided that the Company shall not be required to give multiple notices of the same or substantially similar circumstances.  Executive shall not be terminated for Cause prior to being provided an opportunity to be heard before the Board (with the right to have his counsel present).

2. “Change in Control” means any of the following:  (i) the acquisition by any person or group of affiliated or associated persons (including pursuant to consummation of a merger) of more than 50% of the outstanding capital stock of the Company or voting securities representing more than 50% of the total voting power of outstanding securities of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company to a third party; (iii) the consummation of any merger involving the Company in which, immediately after giving effect to such merger, less than a majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company, as applicable, immediately before such merger; (iv) the Incumbent Directors cease for any reason to constitute a majority of the Board; or (v) the date which is 10 business days prior to the completion of a liquidation or dissolution of the Company.  For the avoidance of doubt and notwithstanding anything herein to the contrary, in no event shall a transaction constitute a “Change in Control” if:  (x) its sole purpose is to change the state of the Company’s incorporation; (y) its sole purpose is to create a holding company that will be owned in substantially the same

9

Exhibit 10.2

proportions by the persons who held the Company’s securities immediately before such transaction; or (z) it is effected primarily for the purpose of financing the Company with cash (as determined by the Board without regard to whether such transaction is effectuated by a merger, equity financing, or otherwise).  Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A 3(i)(5).

3. “Change in Control Period” means the period of time commencing three months before a Change in Control (the “Three Month Period”) and ending 12 months after such Change in Control.

4. “Covered Termination” means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and does not include a termination due to Executive’s death or disability.

5. “Disability” shall mean, at any time the Company or any of its affiliates sponsors a long-term disability plan for the Company’s employees, “disability” as defined in such long-term disability plan for the purpose of determining a participant’s eligibility for benefits; provided, however, if the long-term disability plan contains multiple definitions of disability, “Disability” shall refer to that definition of disability which, if Executive qualified for such disability benefits, would provide coverage for the longest period of time.  The determination of whether Executive has a Disability shall be made by the person or persons required to make disability determinations under the long-term disability plan.  At any time the Company does not sponsor a long-term disability plan for its employees, “Disability” shall mean Executive’s inability to perform, with or without reasonable accommodation, the essential functions of Executive’s positions hereunder for a total of six (6) during any rolling twelve (12)-month period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed.

6. “Good Reason” means any one of the following actions taken by the Company without Executive’s express written consent:  (i) a reduction in Executive’s Base Salary or target Annual Bonus; (ii) a material diminution in Executive’s title, duties, authorities, reporting or responsibilities from those in effect on the Effective Date (it being understood that Executive’s obligation to report to the Board and the Board’s exercise of its final authority over Company matters shall not give rise to any such claim of diminution), including failure to renominate Executive to the Board upon expiration of any term of service or removal of Executive from the Board; (iii) the relocation of Executive’s primary work location to a facility or location that increases Executive’s one-way commute by more than 35 miles from Executive’s primary work location as of immediately prior to such change; (iv) a material

10

Exhibit 10.2

breach of this Agreement or any Company equity award agreement; or (v) failure of any successor to the Company to expressly agree to assume and honor the terms the terms of this Agreement, provided, that an action shall not constitute Good Reason unless (1) Executive first provides the Company with written notice of the condition giving rise to Good Reason within 60 days of Executive’s knowledge of its initial occurrence, (2) the Company or the successor company fails to cure such condition within 30 days after receiving such written notice (the “Cure Period”), and (3) Executive’s resignation based on such Good Reason is effective within 60 days after the expiration of the Cure Period.

7. “Incumbent Directors” means for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who has entered into an agreement with the Company to effect a Change in Control as otherwise defined herein) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved.  No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

7. ASSIGNMENT AND SUCCESSORS.  The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise).  This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.  None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein.

8. MISCELLANEOUS PROVISIONS.

(a) Confidentiality Agreement.  Nothing in this Agreement affects Executive’s continuing obligations under the Employee Proprietary Information, Invention and Non-Competition Agreement by and between Executive and the Company (the “Confidentiality Agreement”). The Confidentiality Agreement shall survive the termination of this Agreement and Executive’s employment with the Company for the applicable period(s) set forth therein.  Notwithstanding the foregoing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of this Agreement shall prevail.

11

Exhibit 10.2

(b) Governing Law.  This Agreement shall be governed, construed, interpreted, and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Colorado, without giving effect to any principles of conflicts of law, whether of the State of Colorado or any other jurisdiction, that would result in the application of the laws of any other jurisdiction, and where applicable, the laws of the United States.

(c) Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.  Signatures delivered by facsimile shall be deemed effective for all purposes.

(d) Entire Agreement.  The terms of this Agreement, together with the Confidentiality Agreement, are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral, regarding Executive’s service to the Company or its affiliates, including without limitation, Executive’s Employment Term Sheet with DigitalGlobe, Inc. dated October 5, 2017, the Severance Protection Agreement between Executive and DigitalGlobe, Inc. dated December 19, 2016, the Employment Agreement between the Parties dated January 13, 2019 and the Prior Agreement.  The Parties further intend that this Agreement, together with the Confidentiality Agreement, shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement or the Confidentiality Agreement.  Notwithstanding the foregoing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of this Agreement shall prevail.

(e) Amendments; Waivers.  This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Executive and a duly authorized representative of the Company.  By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company, as applicable, may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure.  No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

(f) Dispute Resolution.  To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, Executive and the Company agree that any and all controversies, claims and disputes arising out of or relating to this Agreement, including without limitation any alleged violation of its terms, shall be resolved be resolved solely and exclusively by final and binding arbitration held in Denver, Colorado through JAMS in conformity with Colorado law and the then-existing JAMS employment arbitration rules, which can be found at https://www.jamsadr.com/rules-employment-arbitration/.  The arbitrator shall:  (a) provide adequate discovery for the

12

Exhibit 10.2

resolution of the dispute; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award.  The Company shall pay all fees and expenses of the arbitration proceeding.  In the event of a dispute between the Company and Executive following a Change in Control, the Company shall reimburse Executive for his attorneys’ fees and expenses if he has acted in good faith in connection with commencing or defending against such dispute process.  Notwithstanding the foregoing, it is acknowledged that it will be impossible to measure in money the damages that would be suffered if Executive fails to comply with any of the obligations imposed on it under Section 8(a), and that in the event of any such failure, the Company may be irreparably damaged and may not have an adequate remedy at law.  The Company shall, therefore, be entitled to seek injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of Section 8(a), Executive shall not raise the defense that there is an adequate remedy at law.  Executive and the Company understand that by agreement to arbitrate any claim pursuant to this Section 8(f), they will not have the right to have any claim decided by a jury or a court, but shall instead have any claim decided through arbitration.  Executive and the Company waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities.  Except as may be prohibited by applicable law, the foregoing waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding.

(g) Enforcement.  If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the Term, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.  Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

(h) Withholding.  The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, or foreign withholding or other taxes or charges which the Company is required to withhold.  The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

(i) Whistleblower Protections and Trade Secrets.  Notwithstanding anything to the contrary contained herein, nothing in this Agreement or in the Confidentiality Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies).  Furthermore, in

13

Exhibit 10.2

accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement:  (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

9. CHANGE IN CONTROL PROVISIONS.

(a) Treatment of Equity Awards on Change in Control.  Notwithstanding any provision in any Company equity incentive plan or award agreement to the contrary, if (i) a Change in Control occurs and (ii) any equity award granted by the Company to Executive that is then outstanding does not continue after the Change in Control to be an award with respect to publicly traded stock listed on the Nasdaq Global Market or the New York Stock Exchange, the then-unvested portion of such equity award shall fully vest immediately prior to the Change in Control, and such award shall be cancelled upon the Change in Control in exchange for the right to receive, for each share of the Company’s common stock subject to the award, the per-share consideration payable to the holders of the Company’s common stock generally in the transaction (less the per-share exercise price of the award in the case of options and similar awards).  Except to the extent otherwise specified in an applicable award agreement that may be entered into after the Effective Date, which provision in the applicable award agreement shall control, for purposes of this Section 9(a) each such outstanding equity award subject to performance-based vesting at the time of the Change in Control will be deemed earned (as to any open and unsatisfied performance-based vesting conditions) at the greater of (i) the target number of shares subject to such portion of the award or (ii) the number of shares subject to such portion of the award that would vest based on actual achievement as of the Change in Control (to the extent measurable).

(b) Limitation on Payments.  Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the U.S. Internal Revenue Code (the “Code”) and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (x) delivered in full, or (y) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code.  A determination as to whether the Payment shall be reduced pursuant to this Agreement and the amount

14

Exhibit 10.2

of such reduction shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company’s expense.  The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and Executive within fifteen (15) calendar days of the date of termination of Executive’s employment, if applicable, or such other time as reasonably requested by the Company or Executive, and if the Firm determines that no Excise Tax is payable by Executive with respect to any Payment, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment.  Unless Executive provides written notice to the Company within fifteen (15) calendar days of the delivery of the Determination to Executive that Executive disputes such Determination, the Determination shall be binding, final and conclusive upon the Company and Executive.  Unless Executive elects a different order of reduction, any such election to be consistent with the requirements of Section 409A of the Code, to the extent that a reduction in payments or benefits is required pursuant to this Section 9(b), the Company shall reduce or eliminate amounts which are payable first from any cash severance and cash bonuses, then from any payment in respect of an equity award that is not covered by Treas. Reg. Section 1.280G-1 Q/A-24(b) or (c), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below).  Any election given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation.

10. SECTION 409A.

(a) General.  The Parties intend that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and any current or future Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Section 409A.  If the Company determines that any particular provision of this Agreement would cause Executive to incur any tax or interest under Section 409A, the Company and Executive shall take commercially reasonable efforts to reform such provision to the minimum extent reasonably appropriate to comply with or be exempt from Section 409A, provided that any such modifications shall not increase the cost or liability to the Company.  To the extent that any provision of this Agreement is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without resulting in the imposition of a tax under Section 409A.

(b) Separation from Service.  Notwithstanding anything to the contrary in this Agreement, any compensation or benefit payable under this Agreement that constitutes “nonqualified deferred compensation” under Section 409A and is designated under this

15

Exhibit 10.2

Agreement as payable upon Executive’s termination of employment with the Company shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (“Separation from Service”).

(c) Specified Employee.  Notwithstanding anything to the contrary in this Agreement, if the Company determines at the time of Executive’s Separation from Service that Executive is a “specified employee” for purposes of Section 409A, then, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive before the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death.  On the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.

(d) Expense Reimbursements and In-Kind Benefits.  To the extent that any reimbursements payable under this Agreement are subject to Section 409A, any such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred.  The amount of expenses reimbursed, or in-kind benefits provided, in one year shall not affect the amount eligible for reimbursement, or in-kind benefits to be provided, in any subsequent year, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

(e) Installments.  For purposes of Section 409A, Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

(f) Release.  Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release:

(i) the Company shall deliver the Release to Executive within ten business days following Executive’s Termination Date, and the Company’s failure to deliver a Release before the expiration of such ten business day period shall constitute a waiver of any requirement to execute a Release;

(ii) if Executive fails to execute the Release on or before the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release; and

16

Exhibit 10.2

(iii) in any case where Executive’s Termination Date and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release shall be made in the later taxable year.

The Company may modify the form of Release attached hereto from time to time prior to the occurrence of a Change in Control and prior to a Covered Termination (for example, and without limitation, to address changes in applicable law, rules and regulations), and any such updated form of Release shall replace the form attached as Exhibit A hereto upon its being provided by the Company to Executive in writing; provided that any such updated form of Release shall remain substantially similar to the form attached hereto as Exhibit A and shall not impose additional restrictive covenants on Executive.

For purposes of this Section 10(f), “Release Expiration Date” means the date that is 21 days following the date upon which the Company timely delivers the Release to Executive, or, if Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 45 days following such delivery date.

To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 10(f), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 10(f)(iii), on the first payroll period to occur in the subsequent taxable year.

11. EMPLOYEE ACKNOWLEDGEMENT.  Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the company other than those contained in writing herein, and has entered into this agreement freely based on Executive’s own judgment.

(signature page follows)

17

Exhibit 10.2

The Parties have executed this Agreement as of the date first set forth above.

MAXAR TECHNOLOGIES INC.
By:	/s/ Liz Andora
Name:	Liz Andora
Title:	SVP, Chief Human Resources Officer

EXECUTIVE

/s/ Daniel L. Jablonsky

Daniel L. Jablonsky

[Signature Page]

Exhibit 10.2

Exhibit A

RELEASE OF CLAIMS

This Release of Claims (“Release”) is entered into as of                               , 20      , between [                              ] (“Executive”) and Maxar Technologies Inc., a Delaware corporation (the “Company” and, together with Executive, the “Parties”), effective eight days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his acceptance of this Release as provided in Paragraph 1(c), below.

1.Executive’s Release of the Company.  Executive agrees not to sue, or otherwise file any claim against, the Company or its parent companies, subsidiaries or affiliates, and any of their respective successors, assigns, directors, officers, managers, employees, attorneys, insurers, or agents, each in their respective capacities as such (collectively, the “Company Parties”), for any reason whatsoever based on anything that has occurred at any time up to and including the execution date of this Release as follows:

(a)On behalf of Executive and Executive’s executors, administrators, heirs and assigns, Executive hereby releases and forever discharge the Company Parties, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which Executive now have or may hereafter have against any of the Company Parties by reason of any matter, cause, or thing whatsoever from the beginning of time through and including the execution date of this Release, including, without limiting the generality of the foregoing:  any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by the Company or the separation thereof, including without limitation any and all Claims arising under federal, state, or local laws relating to employment; any Claims of any kind that may be brought in any court or administrative agency; any Claims arising under the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Civil Rights Act of 1866, Section 1981, 42 U.S.C. § 1981, the Family and Medical Leave Act of 1993, the Americans with Disabilities Act of 1990, the False Claims Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Sarbanes-Oxley Act of 2002, the National Labor Relations Act of 1935, the Uniformed Services Employment and Reemployment Rights Act of 1994, Fair Credit Reporting Act, Colorado Anti-Discrimination Act, Colorado Family Care Act, Colorado Wage Equality Regardless of Sex Act, Colorado Wage Transparency Act, Colorado military leave law, and Colorado payment of wages law, each of the foregoing as may have been amended, and any other federal, state, or local statute, regulation, ordinance, constitution, or order concerning labor or employment, termination of labor or employment, wages and benefits, retaliation, leaves of absence, or any other term or condition of employment; Claims for breach of contract; Claims for unfair business practices; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment,

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Exhibit 10.2

retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.

(b)Notwithstanding the generality of the foregoing, Executive does not release any Claims that cannot be released as a matter of law including, without limitation, (i) Executive’s right to file for Colorado unemployment insurance benefits; (ii) Executive’s right to file a charge of discrimination, harassment, interference with leave rights, failure to accommodate, or retaliation with the Equal Employment Opportunity Commission, the Colorado Civil Rights Division or similar local agency, or to cooperate with or participate in any investigation conducted by such agency; provided, however, that Executive hereby release Executive’s right to receive damages in any such proceeding brought by Executive or on Executive’s behalf, (iii) Executive’s right to communicate directly with the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or similar agency, or to cooperate with or participate in any investigation by such agency; or (iv) Executive’s right to make any disclosure that are protected under the whistleblower provisions of applicable law.  For the avoidance of doubt, Executive does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights.  Furthermore, Executive does not release hereby any rights that he may have relating to (i) indemnification by the Company or its affiliates under any indemnification agreement with the Company, the Company’s Bylaws (or similar governing document, or the bylaws or similar governing document of any subsidiary or other affiliate of the Company) or any applicable law; (ii) coverage under any applicable directors’ and officers’ or other third-party liability insurance; (iii) his vested accrued benefits under the Company’s respective benefits and compensation plans; (iv) his rights as a shareholder of the Company; (v) any severance payment entitlements to which Executive is specifically entitled to as of the date of termination pursuant to the Employment Agreement between Executive and the Company dated [_____________], and (v) any equity-based awards previously granted by the Company to Executive, to the extent that such awards continue after the termination of Executive’s employment with the Company in accordance with the applicable terms of such awards.

(c)This Release is intended to be effective as a general release of and bar to each and every Claim hereinabove specified.  Accordingly, Executive hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil Code and any similar provision of any other applicable state law as to the Claims.  Section 1542 of the California Civil Code provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Executive acknowledges that Executive later may discover claims, demands, causes of action or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this Release and which, if known or suspected

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Exhibit 10.2

at the time of executing this Release, may have materially affected its terms.  Nevertheless, Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such different or additional claims, demands, causes of action or facts.

(d)Executive acknowledges that the General Release of Claims set forth in Section 1(a) above includes a release of Claims under the Age Discrimination in Employment Act (the “ADEA Release”).  In accordance with the Older Workers Benefit Protection Act, Executive acknowledge as follows:

(i)Executive has been advised to consult an attorney of Executive’s choice before signing this Release and Executive either has so consulted with counsel or voluntarily decided not to consult with counsel;

(ii)Executive has been granted forty-five (45) days after Executive is presented with this Release to decide whether or not to sign it.  Executive agrees that such period shall not be extended due to any material or immaterial changes to the Release.  If Executive executes this Release prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waive the remainder of the forty-five (45) day period;

(iii)Executive has carefully reviewed and considered and fully understand the terms set forth in this Release, including all exhibits hereto; and

(iv)Executive has the right to revoke Executive’s ADEA Release within seven (7) calendar days of signing this Release.  If Executive wishes to revoke Executive’s ADEA Release, Executive must deliver written notice stating Executive’s intent to so revoke to [Carey Hicks, Director, Global HR Operations, Maxar, at 1300 W. 120th Avenue Westminster, CO 80234 or Carey.Hicks@digitalglobe.com], on or before 5:00 p.m. on the seventh (7th) day after the date on which Executive signs this Release.

2.Executive Representations.  Executive represents and warrants that:

(a)Executive has returned to the Company all Company property in Executive’s possession (other than any property that the Company has specifically permitted the Executive to keep following his termination date in writing, copies of Executive’s agreements with the Company, copies of applicable benefit plans, and Executive’s calendar and contacts);

(b)Executive is not owed wages, commissions, bonuses or other compensation, other than wages through the date of the termination of Executive’s employment and any accrued, unused vacation earned through such date[, other than as set forth in the Separation Agreement] and excluding items excluded from the release of Claims pursuant to Section 1(b) above;

(c)During the course of Executive’s employment Executive did not sustain any injuries for which Executive might be entitled to compensation pursuant to worker’s compensation law or Executive has disclosed any injuries of which Executive is

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Exhibit 10.2

currently, reasonably aware for which Executive might be entitled to compensation pursuant to worker’s compensation law; and

(d)Executive has not initiated any adversarial proceedings of any kind against the Company or, in their capacities as such, against any other person or entity released herein, nor will Executive do so in the future, except as specifically allowed by this Release.

3.Severability.  The provisions of this Release are severable.  If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

4.Choice of Law.  This Release shall in all respects be governed and construed in accordance with the laws of the State of Colorado, including all matters of construction, validity and performance, without regard to conflicts of law principles.

5.Integration Clause.  This Release [and the Separation Agreement] contain the Parties’ entire agreement with regard to the separation of Executive’s employment, and supersede and replace any prior agreements as to those matters, whether oral or written.  This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Executive and a duly authorized officer or director of the Company.

6.Execution in Counterparts.  This Release may be executed in counterparts with the same force and effectiveness as though executed in a single document.  Facsimile signatures shall have the same force and effectiveness as original signatures.

7.Intent to be Bound.  The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

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Exhibit 10.2

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing on the dates shown below.

Executive	MAXAR TECHNOLOGIES, INC:
Name:	Name:
Title:	Title:
Date:	Date:

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EX-10.4

Exhibit 10.4

MAXAR TECHNOLOGIES INC.

EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT

This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [____________]  (“Executive”) and Maxar Technologies Inc. (the “Company”), effective as of [______], 2022 (the “Effective Date”).  This Agreement supersedes and replaces in its entirety the Executive Change in Control and Severance Agreement between Executive and the Company, dated as of [___________] (the “Prior Agreement”).

Background

A.The Board of Directors of the Company (the “Board”) recognizes that the possibility of an acquisition of the Company or an involuntary termination can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.  The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such an event.

B.The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Company upon a Change in Control (as defined below) for the benefit of its stockholders.

C.The Board believes that it is imperative to provide Executive with severance benefits upon certain terminations of Executive’s service to the Company that enhance Executive’s financial security and provide incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of such an event.

D.Unless otherwise defined herein, capitalized terms used in this Agreement are defined in Section 9 below.

Agreement

The parties hereto agree as follows:

1.Term of Agreement.  This Agreement shall become effective as of the Effective Date and terminate upon the date that all obligations of the parties hereto with respect to this Agreement have been satisfied.

2.At-Will Employment.  The Company and Executive acknowledge that Executive’s employment is and shall continue to be “at-will,” as defined under applicable law.  Except as provided in Section 7 below, if Executive’s employment terminates for any reason, Executive shall not be entitled to any severance payments, benefits or compensation other than as provided in this Agreement.

3.Covered Termination Outside a Change in Control Period.  If Executive experiences a Covered Termination outside a Change in Control Period, then, subject to Executive delivering to the Company an executed general release of all claims against the Company and its affiliates in substantially the form attached as Exhibit A hereto (a “Release of Claims”) that becomes effective and irrevocable in accordance with Section 14(a)(v) below, then in addition to any accrued but unpaid salary, benefits, vacation and expense reimbursements through the Termination Date payable in accordance with applicable law, the Company shall provide Executive with the following:

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(a)Severance.  Executive shall be entitled to receive an amount equal to eighteen (18) months of Executive’s annual base salary (disregarding any reduction in such base salary that gives rise to Good Reason) (the “Non-CIC Cash Severance”),  payable, less applicable withholdings and deductions, in the form of salary continuation in regular installments over the eighteen (18)-month period following the Termination Date in accordance with the Company’s normal payroll practices with the first of such installments to commence on the first regular payroll date following the date the Release of Claims becomes effective and irrevocable and with the first installment to include any amount that would have been paid had the Release of Claims been effective and irrevocable on the Termination Date, or as otherwise provided in Section 14 below.

(b)Healthcare Premium Payment.  Subject to Executive’s eligibility to elect continued healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) as of the Termination Date, Executive shall be entitled to receive a lump sum payment equal to eighteen (18) multiplied by the full monthly premium that Executive would have to pay for continued healthcare coverage under COBRA at the rate in effect as of the Termination Date and based on Executive’s election as of the Termination Date, payable, less applicable withholdings, on the first payroll date following the date the Release of Claims becomes effective and irrevocable in accordance with Section 14(a)(v) below, or as otherwise provided in Section 14 below.

(c)Outplacement.  Executive shall be entitled to receive the “executive package” (or similar services as determined in the Company’s sole discretion) of outplacement services at the Company’s cost through an outplacement firm designated by the Company.

4.Covered Termination During a Change in Control Period.  If Executive experiences a Covered Termination during a Change in Control Period, then, subject to Executive delivering to the Company an executed Release of Claims that becomes effective and irrevocable in accordance with Section 14(a)(v) below, then in addition to any accrued but unpaid salary, benefits, vacation and expense reimbursements through the Termination Date payable in accordance with applicable law, the Company shall provide Executive with the following:

(a)Severance.  Executive shall be entitled to receive an amount equal to two (2) times the sum of (i)  Executive’s annual base salary at the rate in effect immediately prior to the Termination Date (disregarding any reduction in such base salary that gives rise to Good Reason) and (ii) Executive’s target annual bonus, payable in a cash lump sum, less applicable withholdings (the “Change in Control Severance”), on the first payroll date following the date the Release of Claims becomes effective and irrevocable in accordance with Section 14(a)(v) below or as otherwise provided in Section 14 below; provided, that, if the Covered Termination occurs during the Three Month Period (as defined below), the amount of the Change in Control Severance equal to the Non-CIC Severance shall be paid over the same time period as the Non-CIC Severance would have been paid, and any amount of the Change in Control Severance in excess of the Non-CIC Severance shall be paid in a single lump sum cash payment as described above (or, if the first payroll date following the date the Release of Claims became effective and irrevocable in accordance with Section 14(a)(v) below occurred on or prior to the date of the Change in Control, the lump sum payment shall be paid on the first payroll date following the date of the Change in Control, subject to Section 14 below).

(b)Healthcare Premium Payment.  Subject to Executive’s eligibility to elect continued healthcare coverage under COBRA as of the Termination Date,  Executive shall be entitled to receive a lump sum payment equal to twenty-four (24) multiplied by the full monthly premium that Executive would have to pay for continued healthcare coverage under COBRA at the rate in effect as of the Termination Date and based on Executive’s election as of the Termination Date, payable, less applicable withholdings, on the first payroll date following the date the Release of Claims becomes effective and irrevocable in accordance with Section 14(a)(v) below or as otherwise provided in Section 14 below (or, if the first payroll date following the date the Release of Claims became effective and irrevocable in

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accordance with Section 14(a)(v) below occurred on or prior to the date of the Change in Control, the lump sum payment (or additional amount due, as the case may be, if payment was theretofore made to Executive pursuant to Section 3(b) above) shall be paid on the first payroll date following the date of the Change in Control, subject to Section 14 below).

(c)Outplacement.  Executive shall be entitled to receive the “executive package” (or similar services as determined in the Company’s sole discretion) of outplacement services at the Company’s cost through an outplacement firm designated by the Company.

(d)Equity Awards.  Each outstanding and unvested equity award, including, without limitation, each restricted stock, stock option, restricted stock unit, performance stock unit, and stock appreciation right, granted by the Company and held by Executive shall automatically become vested and, if applicable, exercisable, and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, with respect to one hundred percent (100%) of the shares subject thereto, as of immediately prior to the Termination Date (or, if later, immediately prior to the Change in Control).  Except to the extent otherwise specified in an applicable award agreement that may be entered into after the Effective Date, which provision in the applicable award agreement shall control, for purposes of this Section 4(d) each such outstanding equity award subject to performance-based vesting will be deemed earned (as to any open and unsatisfied performance-based vesting conditions) at the greater of (i)  the target number of shares subject to such portion of the award or (ii) the number of shares subject to such portion of the award that would vest based on actual achievement as of the Termination Date (or, if later, as of the Change in Control) (to the extent measurable).  For avoidance of doubt, the preceding sentence and Section 8(a) shall apply to any awards granted to Executive by the Company prior to the Effective Date (to the extent such awards are subject to performance-based vesting), and any such awards are hereby amended as of the Effective Date to the extent necessary to give effect to the provisions of this Section 4(d) and Section 8(a).  If Executive’s Covered Termination occurs during the Three Month Period, any of Executive’s equity awards granted by the Company that purported to terminate in connection with the Covered Termination shall be reinstated as necessary to give effect to the provisions of this Section 4(d).

5.Certain Reductions.  Notwithstanding anything herein to the contrary, the Company shall reduce Executive’s severance benefits under this Agreement, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to Executive by the Company in connection with Executive’s termination, including but not limited to payments or benefits pursuant to (a) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, or (b) any other Company agreement, arrangement, policy or practice relating to Executive’s termination of employment with the Company.  The benefits provided under this Agreement are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of Executive’s termination of employment.  Such reductions shall be applied on a retroactive basis, with severance benefits paid first in time being recharacterized as payments pursuant to the Company’s statutory obligation.

6.Deemed Resignation.  Upon termination of Executive’s service for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.

7.Other Terminations.  If Executive’s employment with the Company terminates for any reason other than due to a Covered Termination, then Executive shall not be entitled to any benefits hereunder other than accrued but unpaid salary, vacation and expense reimbursements through the

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Termination Date in accordance with applicable law and to elect any continued healthcare coverage as may be required under COBRA or similar state law.

8.Change in Control Provisions.

(a)Treatment of Equity Awards on Change in Control.  Notwithstanding any provision in any Company equity incentive plan or award agreement to the contrary, if (i) a Change in Control occurs and (ii) any equity award granted by the Company to Executive that is then outstanding does not continue after the Change in Control to be an award with respect to publicly traded stock listed on the Nasdaq Global Market or the New York Stock Exchange, the then-unvested portion of such equity award shall fully vest immediately prior to the Change in Control, and such award shall be cancelled upon the Change in Control in exchange for the right to receive, for each share of the Company’s common stock subject to the award, the per-share consideration payable to the holders of the Company’s common stock generally in the transaction (less the per-share exercise price of the award in the case of options and similar awards).  Except to the extent otherwise specified in an applicable award agreement that may be entered into after the Effective Date, which provision in the applicable award agreement shall control, for purposes of this Section 8(a) each such outstanding equity award subject to performance-based vesting at the time of the Change in Control will be deemed earned (as to any open and unsatisfied performance-based vesting conditions) at the greater of (i) the target number of shares subject to such portion of the award or (ii) the number of shares subject to such portion of the award that would vest based on actual achievement as of the Change in Control (to the extent measurable).

(b)Limitation on Payments.  Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the U.S. Internal Revenue Code (the “Code”) and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code.  A determination as to whether the Payment shall be reduced pursuant to this Agreement and the amount of such reduction shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company’s expense.  The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and Executive within fifteen (15) calendar days of the date of termination of Executive’s employment, if applicable, or such other time as reasonably requested by the Company or Executive, and if the Firm determines that no Excise Tax is payable by Executive with respect to any Payment, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment.  Unless Executive provides written notice to the Company within fifteen (15) calendar days of the delivery of the Determination to Executive that Executive disputes such Determination, the Determination shall be binding, final and conclusive upon the Company and Executive.  Unless Executive elects a different order of reduction, any such election to be consistent with the requirements of Section 409A of the Code, to the extent that a reduction in payments or benefits is required pursuant to this Section 8(b), the Company shall reduce or eliminate amounts which are payable first from any cash severance and cash bonuses, then from any payment in respect of an equity award that is not covered by Treas. Reg. Section 1.280G-1 Q/A-24(b) or (c), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below). Any election given by Executive pursuant to the preceding sentence shall take precedence

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over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation.

9.Definitions.  The following terms used in this Agreement shall have the following meanings:

(a)“Cause”  means: (i) Executive’s conviction of a felony or a crime involving fraud or moral turpitude; (ii) Executive’s theft, material act of dishonesty or fraud, or intentional falsification of any employment or Company records; (iii) Executive’s intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to the Company after a Change in Control, including willful, material violation of a non-competition, confidentiality or other material agreement with the Company or such successor or willful, material violation of any Company policy or the Company’s Code of Conduct; (iv) Executive’s willful failure to follow lawful instructions of the Company; or (v) Executive’s gross negligence or willful misconduct in the performance of Executive’s assigned duties; provided, however, that any condition or conditions, as applicable, referenced in clause (iii), (iv) or (v) above shall not (if a cure is reasonably possible in the circumstances) constitute Cause unless both (x) the Company provides written notice to Executive of such condition claimed to constitute Cause, and (y) Executive fails to remedy such condition within 30 days of receiving such written notice thereof.  For purposes of the foregoing definition of Cause, no act or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company.

(b)“Change in Control”  has the meaning ascribed to such term under the Company’s 2019 Incentive Award Plan, as may be amended from time to time;  provided, that to the extent required to avoid the imposition of additional taxes under Section 409A, such transaction must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

(c)“Change in Control Period” means the period of time commencing three months before a Change in Control (the “Three Month Period”) and ending on the second annual anniversary of such Change in Control.

(d)“Covered Termination”  means  the termination of Executive’s employment (i)  by the Company other than for Cause,  or (ii) by Executive for Good Reason; and shall not include a termination due to Executive’s death or disability.

(e)“Good Reason”  means any one of the following actions taken by the Company without Executive’s express written consent: (i) (a) outside of the Change in Control Period, a reduction in Executive’s base salary or target annual bonus opportunity, in each case, of more than five percent (5%), except where the same or a substantially similar percentage reduction in base salary or target bonus applies consistently to other employees at the level of Vice President and above as part of a broader compensation reduction; or (b) within the Change in Control Period, a reduction in Executive’s total target compensation of more than five percent (5%), where the long-term incentive component of total target compensation shall be calculated based on Executive’s average annual long-term incentive opportunity for the three fiscal years prior to the Change in Control (or such lesser period since the commencement of Executive’s employment); (ii) a material diminution in Executive’s title, duties, authorities, reporting or responsibilities; (iii) the relocation of Executive’s primary work location to a facility or location that increases Executive’s one-way commute by more than 35 miles from Executive’s primary work location as of immediately prior to such change; or (iv) failure of any successor to the Company to expressly agree to assume and honor the terms of this Agreement, provided, that an action shall not constitute Good Reason unless (1) Executive first provides the Company with written notice of the condition giving rise to Good Reason within 60 days of Executive’s knowledge of its initial occurrence, (2) the Company or the successor company fails to cure

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such condition within 30 days after receiving such written notice (the “Cure Period”), and (3) Executive’s resignation based on such Good Reason is effective within 60 days after the expiration of the Cure Period.

(f)“Termination Date” means the date on which Executive experiences a Covered Termination.

10.Successors.

(a)Company’s Successors.  Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business or assets which executes and delivers the assumption agreement described in this Section 10(a) or which becomes bound by the terms of this Agreement by operation of law.

(b)Executive’s Successors.  The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

11.Notices.  Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile), delivery by email or the third day after mailing by first class mail, to the Chief Human Resources Officer of the Company at the Company’s primary office location and to Executive at Executive’s address as listed in the Company’s books and records.

12.Restrictive Covenants.

(a)Restrictive Covenants.  Nothing in this Agreement affects Executive’s continuing obligations to the Company pursuant to the confidentiality provisions of the Company’s Code of Conduct, the Employee Proprietary Information, Invention and Non-Competition Agreement and/or other agreements regarding non-competition, non-solicitation, non-disparagement, confidentiality, assignment of inventions or other similar covenants between the Company and Executive (the “Restrictive Covenants”).  In addition, without limiting the foregoing, Executive agrees as follows:

(i)During Executive’s employment, Executive will acquire, learn, or receive proprietary trade secret and confidential information about or belonging to the Company, which includes without limitation information concerning customers and prospective customers, employees and other service providers, suppliers and vendors, contact lists, research and development, business plans and proposals, business strategies, financial statements, budgets, licenses, legal matters, sales and marketing methods, contract terms, purchase history, prices and costs, inventions, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, techniques, and other proprietary or confidential information of the Company or other third parties who entrusted such information to the Company (“Confidential Information”); provided, however, Confidential Information does not include information that (A) is or becomes known to the public, other than as a result of Executive’s disclosure in violation of this Agreement or of any other person’s breach of a legal or contractual obligation to the Company, (B) was demonstrably known by Executive prior to Executive’s employment with the Company and not as a result of anyone else’s breach of a legal or contractual obligation, (C) arises from Executive’s general training, general knowledge, general skill or general

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experience, whether gained on the job or otherwise, or (D) Executive otherwise has a right to disclose as legally protected by applicable law.

(ii)Executive recognizes and acknowledges that (A) the Confidential Information is a valuable, special and unique asset of the Company; (B) disclosure of the Confidential Information to any other person or entity outside the Company, or use of the Confidential Information for the benefit of any other person or entity, unless specifically and unambiguously authorized by Company, would result in irreparable harm to the Company; and (C) the Confidential Information is and shall remain the exclusive property of the Company.

(iii)In consideration for the benefits provided herein, at all times prior to and following the Termination Date, Executive shall not disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever. Executive agrees to not use any Confidential Information for Executive’s own purpose or for the benefit of any other person, firm, corporation or other entity.

(iv)Executive shall not, for a period of twelve months (12) months following the Termination Date (the “Restricted Period”) and within the geographic areas where Executive worked or had responsibility, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or stockholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly (A) cause or attempt to cause any customer or prospective customer to cease doing business with the Company or to alter or terminate his, her, or its relationship with the Company, or solicit or offer to supply to any customer any service or product that is similar to any service or product provided by the Company; or (B) solicit or attempt to solicit away from the Company any of its officers or employees or otherwise encourage such officers or employees to terminate their employment relationship with the Company; provided, however, that a general advertisement to which an officer or employee of the Company responds shall in no event be deemed to result in a breach of this subsection (iv).

(v)Executive agrees that Executive shall not disparage, criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders, employees, products, services, technology or business, either publicly or privately.  The Company agrees that it shall not, and shall instruct its officers and directors to not, disparage, criticize or defame Executive, either publicly or privately.  Nothing in this subsection (v) shall have application to any evidence or testimony required by any court, arbitrator or government agency.

(vi)Executive agrees that Executive shall not, during the Restricted Period, directly or indirectly, for Executive’s own benefit or the benefit of any other person or entity:  (A) own, manage, operate, or conduct, or take steps toward owning, managing, operating, or conducting the Business (as defined below) in competition with the Company; or (B) perform services, whether as an employee, consultant, partner, director, agent or otherwise, for a person or entity engaged in or preparing to engage in the Business in competition with the Company, provided Executive’s services are similar to services Executive provided while employed by the Company or directly relate to the Business.  Executive’s covenants in clauses (A) and (B) shall be limited to any city, county, state, territory, or country in which the Company engages in or has taken material steps toward engaging in the Business as of the Termination Date.  Notwithstanding the foregoing, nothing herein shall prevent Executive from owning securities in a publicly traded entity whose activities compete with those of the Company, provided that such securities holdings are not greater than five percent of the equity ownership in such entity.  The term “Business” as used herein means

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satellite and satellite component manufacturing, satellite imagery operations, and geospatial data products and services, including optical imagery, mapping, basemaps, 3D data, and analytics.

(vii)Executive specifically acknowledges and agrees that, through Executive’s employment with the Company Executive has and will become familiar with the Company’s trade secrets and other Confidential Information and that the provisions of this Section 12(a) are reasonable and necessary to protect the Company’s trade secrets and other Confidential Information, good will, stable workforce, and customer relations.  Without limiting the generality of the preceding sentence, Executive specifically acknowledges and agrees that subsections (iv)(A) and (vi) above are necessary to protect Company trade secrets and other Confidential Information.  Notwithstanding the foregoing, subjection (iv)(A) above and subsection (vi) above shall not apply to Executive if Executive’s principal place of employment for the Company is in California or if (following Executive’s last day of employment with the Company or a Company subsidiary) Executive’s last principal place of business with the Company (or Company subsidiary that employed Executive, as the case may be) was in California.

(b)Whistleblower Protections and Trade Secrets.  Notwithstanding anything to the contrary contained herein, nothing in this Agreement or the Restrictive Covenants prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies).  Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i)  Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (A) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (B) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

13.Dispute Resolution.  To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, Executive and the Company agree that, except as excluded herein, any and all controversies, claims and disputes arising out of or relating to this Agreement, including without limitation any alleged violation of its terms or otherwise arising out of the parties’ relationship, shall be resolved solely and exclusively by final and binding arbitration held in Denver, Colorado through JAMS in conformity with the then-existing JAMS employment arbitration rules, which can be found at https://www.jamsadr.com/rules-employment-arbitration/. The arbitration provisions of this Agreement shall be governed by and enforceable pursuant to the Federal Arbitration Act.  In all other respects for provisions not governed by the Federal Arbitration Act, this Agreement shall be construed in accordance with the laws of the State of Colorado, without reference to conflicts of law principles. All remedies available from a court of competent jurisdiction shall be available in the arbitration; provided, however, in the event of a breach of Section 12, the Company may request relief from a court of competent jurisdiction if such relief is not available or not available in a timely fashion through arbitration as determined by the Company. The arbitrator shall: (a) provide adequate discovery for the resolution of the dispute; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award.  The arbitrator shall award the prevailing party attorneys’ fees and expert fees, if any.  Notwithstanding the foregoing, it is acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations imposed on them

8

under Section 12, and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law.  Any such person shall, therefore, be entitled to seek injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of Section 12, none of the parties shall raise the defense, without a good faith basis for raising such defense, that there is an adequate remedy at law.  Executive and the Company understand that by agreement to arbitrate any claim pursuant to this Section 13, they will not have the right to have any claim decided by a jury or a court, but shall instead have any claim decided through arbitration.  Executive and the Company waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities.  Except as may be prohibited by applicable law, the foregoing waiver includes the ability to assert claims as a plaintiff or class member in any purported class or collective action or representative proceeding. Nothing herein shall limit Executive’s ability to pursue claims for workers compensation or unemployment benefits or pursue other claims which by law cannot be subject to mandatory arbitration.

14.Miscellaneous Provisions.

(a)Section 409A.

(i)Separation from Service.  Notwithstanding any provision to the contrary in this Agreement, no amount constituting deferred compensation subject to Section 409A of the Code shall be payable pursuant to Sections 3 or 4 above unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”).

(ii)Specified Employee.  Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of Executive’s Separation from Service or (B) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 14(a)(ii) shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.

(iii)Expense Reimbursements and In-Kind Benefits.  To the extent that any reimbursements or in-kind benefits provided pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits to be provided in any subsequent year, and Executive’s right to reimbursement or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

(iv)Installments.  For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

9

(v)Release.  Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release of Claims, (A) if Executive fails to execute the Release of Claims on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release of Claims, and (B) in any case where Executive’s Termination Date and the last day the Release of Claims may be considered or, if applicable, revoked fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release of Claims shall be made in the later taxable year.  For purposes hereof, “Release Expiration Date” shall mean (1) if Executive is under 40 years old as of the Termination Date, the date that is seven (7) days following the date upon which the Company timely delivers the Release of Claims to Executive, or such shorter time prescribed by the Company, and (2) if Executive is 40 years or older as of the Termination Date, the date that is twenty one (21) days following the date upon which the Company timely delivers the Release of Claims to Executive, or, if Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty five (45) days following such delivery date.  To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 14(a)(v), such amounts shall be paid in a lump sum on the first payroll date following the date the Release of Claims becomes effective and irrevocable or, in the case of any payments subject to Section 14(a)(v)(C), on the first payroll date to occur in the subsequent taxable year, if later.  Furthermore, the Company may modify the form of Release of Claims from time to time prior to the occurrence of a Change in Control and prior to a Covered Termination (for example, and without limitation, to address changes in applicable law, rules and regulations), and any such updated form of Release of Claims shall replace the form attached as Exhibit A hereto upon its being provided by the Company to Executive in writing; provided that any such updated form of Release of Claims shall remain substantially similar to the form attached hereto as Exhibit A and shall not impose additional restrictive covenants on Executive.

(b)Forfeiture and Repayment of Benefits.  In the event that, within two years following the Termination Date and prior to the occurrence of a Change in Control, the Company determines that during Executive’s employment with the Company, Executive engaged in conduct that would have constituted Cause for termination, (i) the Company shall have no further obligations under Sections 3 or 4 and Executive shall repay the Company any amounts previously paid by the Company pursuant to Sections 3 or 4; and (ii) all shares held by Executive that were subject to equity awards that became vested pursuant to Section 4 shall be automatically forfeited, and Executive shall pay the Company an amount equal to all proceeds received in connection with any sale or other disposition of any such shares.

(c)Withholding.  The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, or foreign withholding or other taxes or charges which the Company is required to withhold.

(d)Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized member of the Company (other than Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

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(e)Whole Agreement.  This Agreement, the Restrictive Covenants and any indemnification agreement between Executive and the Company represent the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior promises, arrangements and understandings regarding the same, whether written or unwritten, including, without limitation, the Prior Agreement and any other severance protection agreement or severance letter and any severance or change in control benefits in Executive’s offer letter agreement, employment term sheet, employment agreement and/or equity award agreement or previously approved by the Company.

(f)Choice of Law.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Colorado without regard to its conflicts of law provisions.

(g)Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid or unenforceable provisions had never been contained herein.

(h)Counterparts.  This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

(i)Executive Acknowledgement.  Executive acknowledges that (i) Executive has consulted with or has had the opportunity to consult with independent counsel of Executive’s own choice concerning this Agreement, and has been advised to do so by the Company, and (ii) Executive has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on Executive’s own judgment.

(Signature page follows)

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The parties have executed this Agreement, in the case of the Company by its duly authorized officer, as of the dates set forth below.

MAXAR TECHNOLOGIES INC.

By:

Title:

Date:

EXECUTIVE

[Name]

Date:

12

Exhibit A

RELEASE OF CLAIMS

This Release of Claims (“Release”) is entered into as of _________________, 20__, between [__________] (“Executive”) and Maxar Technologies Inc., a Delaware corporation (the “Company” and, together with Executive, the “Parties”), effective eight days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes Executive’s acceptance of this Release as provided in Paragraph 1(d), below.

1.Executive’s Release of the Company.  Executive agrees not to sue, or otherwise file any claim against, the Company or its parent companies, subsidiaries or affiliates, and any of their respective successors, assigns, directors, officers, managers, employees, attorneys, insurers, or agents, each in their respective capacities as such (collectively, the “Company Parties”), for any reason whatsoever based on anything that has occurred at any time up to and including the  execution date of this Release as follows:

(a)On behalf of Executive and Executive’s executors, administrators, heirs and assigns, Executive hereby releases and forever discharges the Company Parties, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which Executive now has or may hereafter have against any of the Company Parties by reason of any matter, cause, or thing whatsoever from the beginning of time through and including the execution date of this Release, including, without limiting the generality of the foregoing: any Claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by the Company or the separation thereof, including without limitation any and all Claims arising under federal, state, or local laws relating to employment; any Claims of any kind that may be brought in any court or administrative agency; any Claims arising under the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Civil Rights Act of 1866, Section 1981, 42 U.S.C. § 1981, the Family and Medical Leave Act of 1993, the Americans with Disabilities Act of 1990, the False Claims Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Sarbanes-Oxley Act of 2002, the National Labor Relations Act of 1935, the Uniformed Services Employment and Reemployment Rights Act of 1994, Fair Credit Reporting Act,  Colorado Anti-Discrimination Act, Colorado Family Care Act, Colorado Wage Equality Regardless of Sex Act, Colorado Wage Transparency Act, Colorado military leave law, and Colorado payment of wages law, each of the foregoing as may have been amended, and any other federal, state, or local statute, regulation, ordinance, constitution, or order concerning labor or employment, termination of labor or employment, wages and benefits, retaliation, leaves of absence, or any other term or condition of employment; Claims for breach of contract; Claims for unfair business practices; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.

(b)Notwithstanding the generality of the foregoing, Executive does not release any Claims that cannot be released as a matter of law including, without limitation, (i) Executive’s right to file for unemployment insurance benefits under state law; (ii) Executive’s right to file a charge of discrimination, harassment, interference with leave rights, failure to accommodate, or retaliation with the Equal Employment Opportunity Commission, the Colorado Civil Rights Division or similar local agency,

Exhibit A - 1

or to cooperate with or participate in any investigation conducted by such agency; provided, however, that Executive hereby releases Executive’s right to receive damages in any such proceeding brought by Executive or on Executive’s behalf, (iii) Executive’s right to communicate directly with the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or similar agency, or to cooperate with or participate in any investigation by such agency; or (iv) Executive’s right to make any disclosure that are protected under the whistleblower provisions of applicable law.  For the avoidance of doubt, Executive does not need to notify or obtain the prior authorization of the Company to exercise any of the foregoing rights.  Furthermore, Executive does not release hereby any rights that he may have relating to (i) indemnification by the Company or its affiliates under any indemnification agreement with the Company, the Company’s Bylaws (or similar governing document, or the bylaws or similar governing document of any subsidiary or other affiliate of the Company) or any applicable law; (ii) coverage under any applicable directors’ and officers’ or other third-party liability insurance; (iii) Executive’s vested accrued benefits under the Company’s respective benefits and compensation plans; (iv) any severance payment entitlements to which Executive is specifically entitled to as of the date of termination pursuant to the Executive Change in Control Severance Agreement, dated [___________, 202__], between the Company and Executive (the “Severance Agreement”); and (v) any equity-based awards previously granted by the Company to Executive, to the extent that such awards continue after the termination of Executive’s employment with the Company in accordance with the applicable terms of such awards.

(c)This Release is intended to be effective as a general release of and bar to each and every Claim hereinabove specified.  Accordingly, Executive hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil Code and any similar provision of any other applicable state law as to the Claims.  Section 1542 of the California Civil Code provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Executive acknowledges that Executive later may discover claims, demands, causes of action or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this Release and which, if known or suspected at the time of executing this Release, may have materially affected its terms.  Nevertheless, Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such different or additional claims, demands, causes of action or facts.

(d)Executive acknowledges that the General Release of Claims set forth in Section 1(a) above includes a release of Claims under the Age Discrimination in Employment Act (the “ADEA Release”). In accordance with the Older Workers Benefit Protection Act, Executive acknowledge as follows:

(i)Executive has been advised to consult an attorney of Executive’s choice before signing this Release and Executive either has so consulted with counsel or voluntarily decided not to consult with counsel;

(ii)Executive has been granted [twenty-one (21)] [forty-five (45)] ¹days after Executive is presented with this Release to decide whether or not to sign it. Executive agrees that

¹ NTD: To be 45 days for a group termination and 21 days for a non-group termination.

Exhibit A - 2

such period shall not be extended due to any material or immaterial changes to the Release. If Executive executes this Release prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waive the remainder of the [twenty-one (21)] [forty-five (45)] day period;

(iii)Executive has carefully reviewed and considered and fully understands the terms set forth in this Release, including all exhibits hereto; and

(iv)Executive has the right to revoke Executive’s ADEA Release within seven (7) calendar days of signing this Release. If Executive wishes to revoke Executive’s ADEA Release, Executive must deliver written notice stating Executive’s intent to so revoke to [Insert Name], Global HR Operations, Maxar, at 1300 W. 120th Avenue, Westminster, CO 80234, on or before 5:00 p.m. on the seventh (7th) day after the date on which Executive signs this Release.

2.Executive Representations.  Executive represents and warrants that:

(a)Executive has returned to the Company all Company property in Executive’s possession (other than any property that the Company has specifically permitted Executive to keep following his termination date in writing, copies of Executive’s agreements with the Company, copies of appliable benefit plans, and Executive’s calendar and contacts), including without limitation, any cell phone, laptop computer or tablet;

(b)Executive is not owed wages, commissions, bonuses or other compensation, other than wages through the date of the termination of Executive’s employment and any accrued, unused vacation earned through such date, other than as set forth in the Severance Agreement  and excluding items excluded from the release of Claims pursuant to Section 1(b) above;

(c)During the course of Executive’s employment Executive did not sustain any injuries for which Executive might be entitled to compensation pursuant to worker’s compensation law or Executive has disclosed any injuries of which Executive is currently, reasonably aware for which Executive might be entitled to compensation pursuant to worker’s compensation law; and

(d)Executive has not initiated any adversarial proceedings of any kind against the Company or, in their capacities as such, against any other person or entity released herein, nor will Executive do so in the future, except as specifically allowed by this Release.

3.Restrictive Covenants; Cooperation.  Executive affirms Executive’s obligations under Section 12 of the Severance Agreement.  In addition, Executive shall cooperate with the Company and its affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company or its affiliates during Executive’s employment with the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come into Executive’s possession during his employment); provided,  however, that any such request by the Company shall not be unduly burdensome or interfere with Executive’s personal schedule or ability to engage in gainful employment.

4.Severability.  The provisions of this Release are severable.  If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

Exhibit A - 3

5.Choice of Law.  This Release shall in all respects be governed and construed in accordance with the laws of the State of Colorado, including all matters of construction, validity and performance, without regard to conflicts of law principles.

6.Integration Clause.  This Release, and the Severance Agreement contain the Parties’ entire agreement with regard to the separation of Executive’s employment, and supersede and replace any prior agreements as to those matters, whether oral or written. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by Executive and a duly authorized officer or director of the Company.

7.Execution in Counterparts.  This Release may be executed in counterparts with the same force and effectiveness as though executed in a single document.  Facsimile signatures shall have the same force and effectiveness as original signatures.

8.Intent to be Bound.  The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

(Signature page follows)

Exhibit A - 4

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing on the dates shown below.

EXECUTIVE	MAXAR TECHNOLOGIES INC.:
Name:	Name:
Title:	Title:
Date:	Date:

Exhibit A - 5

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Section 302 Certification

I, Daniel L. Jablonsky, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Maxar Technologies Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2022

/s/ Daniel L. Jablonsky

Daniel L. Jablonsky

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Section 302 Certification

I, Biggs C. Porter, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 of Maxar Technologies Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2022

/s/ Biggs C. Porter

Biggs C. Porter

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to § 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. § 1350)

In connection with the Quarterly Report of Maxar Technologies Inc., a Delaware corporation (“Company”), on Form 10-Q for the quarter ended September 30, 2022, as filed with the U.S. Securities and Exchange Commission (“Report”), the undersigned officer of the Company does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Maxar Technologies Inc.

/s/ Daniel L. Jablonsky

Daniel L. Jablonsky

President and Chief Executive Officer

Date: November 3, 2022

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to § 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. § 1350)

In connection with the Quarterly Report of Maxar Technologies Inc., a Delaware corporation (“Company”), on Form 10-Q for the quarter ended September 30, 2022, as filed with the U.S. Securities and Exchange Commission (“Report”), the undersigned officer of the Company does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Maxar Technologies Inc.

/s/ Biggs C. Porter

Biggs C. Porter

Executive Vice President and Chief Financial Officer

Date: November 3, 2022

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 27, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-38228
Entity Registrant Name	Maxar Technologies Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2809420
Entity Address, Address Line One	1300 W. 120th Avenue,
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80234
City Area Code	303
Local Phone Number	684-7660
Security 12b Title	Common stock par value of $0.0001 per share
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Trading Symbol	MAXR
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		74,561,562
Entity Central Index Key	0001121142
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

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Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues:
Total revenues	$ 436.0	$ 437.0	$ 1,279.0	$ 1,302.0
Costs and expenses:
Selling, general and administrative	110.0	89.0	320.0	261.0
Depreciation and amortization	64.0	74.0	199.0	221.0
Gain on sale of assets	(1.0)		(1.0)
Operating income	43.0	37.0	101.0	86.0
Interest expense, net	30.0	25.0	129.0	127.0
Other expense (income), net	12.0	(2.0)	7.0	(6.0)
Income (loss) before taxes	1.0	14.0	(35.0)	(35.0)
Income tax expense (benefit)	5.0		6.0	(10.0)
Net (loss) income	$ (4.0)	$ 14.0	$ (41.0)	$ (25.0)
Net (loss) income per common share:
Basic (in dollars per share)	$ (0.05)	$ 0.19	$ (0.56)	$ (0.36)
Diluted (in dollars per share)	$ (0.05)	$ 0.19	$ (0.56)	$ (0.36)
Product
Revenues:
Total revenues	$ 161.0	$ 166.0	$ 469.0	$ 498.0
Costs and expenses:
Product and service costs, excluding depreciation and amortization	125.0	144.0	380.0	448.0
Service
Revenues:
Total revenues	275.0	271.0	810.0	804.0
Costs and expenses:
Product and service costs, excluding depreciation and amortization	$ 95.0	$ 93.0	$ 280.0	$ 286.0

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Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
Net (loss) income	$ (4)	$ 14	$ (41)	$ (25)
Other comprehensive income (loss), net of tax:
Unrealized gain on interest rate swaps	11	3	23	13
Foreign currency translation adjustments	(1)		(2)	(1)
Gain on pension and other postretirement benefit plans		1		3
Other comprehensive income, net of tax	10	4	21	15
Comprehensive (loss) income, net of tax	$ 6	$ 18	$ (20)	$ (10)

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Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 28	$ 47
Trade and other receivables, net	399	355
Inventory, net	39	39
Advances to suppliers	27	31
Prepaid assets	32	35
Other current assets	64	22
Total current assets	589	529
Non-current assets:
Orbital receivables, net	348	368
Property, plant and equipment, net	1,036	940
Intangible assets, net	712	787
Non-current operating lease assets	136	145
Goodwill	1,627	1,627
Other non-current assets	109	102
Total assets	4,557	4,498
Current liabilities:
Accounts payable	91	75
Accrued liabilities	73	43
Accrued compensation and benefits	65	111
Contract liabilities	245	289
Current portion of long-term debt	22	24
Current operating lease liabilities	33	42
Other current liabilities	70	38
Total current liabilities	599	622
Non-current liabilities:
Pension and other postretirement benefits	125	134
Operating lease liabilities	136	138
Long-term debt	2,172	2,062
Other non-current liabilities	64	79
Total liabilities	3,096	3,035
Commitments and contingencies
Stockholders' equity:
Common stock ($0.0001 par value, 240 million common shares authorized; 74.3 million and 72.7 million issued and outstanding at September 30, 2022 and December 31, 2021, respectively)
Additional paid-in capital	2,256	2,235
Accumulated deficit	(763)	(720)
Accumulated other comprehensive loss	(32)	(53)
Total Maxar stockholders' equity	1,461	1,462
Noncontrolling interest		1
Total stockholders' equity	1,461	1,463
Total liabilities and stockholders' equity	$ 4,557	$ 4,498

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Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	Sep. 30, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized shares	240.0	240.0
Common stock, shares issued	74.3	72.7
Common stock, shares outstanding	74.3	72.7

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows provided by (used in): Operating activities:
Net loss	$ (41)	$ (25)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	199	221
Stock-based compensation expense	35	31
Amortization of debt issuance costs and other non-cash interest expense	12	11
Loss from early extinguishment of debt	53	41
Cumulative adjustment to SXM-7 revenue		30
Deferred income tax expense	1	2
Other	11	(3)
Changes in operating assets and liabilities:
Trade and other receivables, net	(31)	(33)
Accounts payable and liabilities	5	(57)
Contract liabilities	(44)	(20)
Other	(9)	(12)
Cash provided by operating activities - continuing operations	191	186
Cash used in operating activities - discontinued operations		(1)
Cash provided by operating activities	191	185
Investing activities:
Purchase of property, plant and equipment and development or purchase of software	(226)	(156)
Acquisition of investment	(2)
Cash used in investing activities - continuing operations	(228)	(156)
Financing activities:
Cash paid to extinguish existing Term Loan B	(1,341)
Proceeds from amendment of Term Loan B, net of discount	1,329
Repurchase of 9.75% 2023 Notes, including premium	(537)	(384)
Proceeds from issuance of 7.75% 2027 Notes	500
Net proceeds from Revolving Credit Facility	125
Debt issuance costs paid	(27)
Settlement of securitization liability	(10)	(9)
Repayments of long-term debt	(12)	(7)
Net proceeds from issuance of common stock		380
Other	(10)	(4)
Cash provided by (used in) financing activities - continuing operations	17	(24)
(Decrease) increase in cash, cash equivalents, and restricted cash	(20)	5
Cash, cash equivalents, and restricted cash, beginning of year	48	31
Cash, cash equivalents, and restricted cash, end of period	$ 28	$ 36

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Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Reconciliation of cash flow information:
Cash and cash equivalents	$ 28	$ 36
Total cash, cash equivalents, and restricted cash	$ 28	$ 36

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Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Millions, $ in Millions	Common Stock	Additional paid in capital	Accumulated deficit	Accumulated other comprehensive income (loss)	Noncontrolling interest	Total
Balance at the beginning of period at Dec. 31, 2020		$ 1,818	$ (763)	$ (120)	$ 1	$ 936
Balance at the beginning of period (in shares) at Dec. 31, 2020	61.2
Increase (Decrease) in Shareholders' Equity
Common stock issuance, net of transaction fees		380				380
Common stock issuance, net of transaction fees (in shares)	10.0
Common stock issued under employee stock purchase plan		2				2
Common stock issued under employee stock purchase plan (in shares)	0.1
Equity classified stock-based compensation expense		7				7
Equity classified stock-based compensation expense (in shares)	0.4
Comprehensive income (loss)			(84)	6		(78)
Balance at the end of period at Mar. 31, 2021		2,207	(847)	(114)	1	1,247
Balance at the end of period (in shares) at Mar. 31, 2021	71.7
Balance at the beginning of period at Dec. 31, 2020		1,818	(763)	(120)	1	936
Balance at the beginning of period (in shares) at Dec. 31, 2020	61.2
Increase (Decrease) in Shareholders' Equity
Comprehensive income (loss)						(10)
Balance at the end of period at Sep. 30, 2021		2,224	(790)	(105)	1	1,330
Balance at the end of period (in shares) at Sep. 30, 2021	72.6
Balance at the beginning of period at Mar. 31, 2021		2,207	(847)	(114)	1	1,247
Balance at the beginning of period (in shares) at Mar. 31, 2021	71.7
Increase (Decrease) in Shareholders' Equity
Common stock issued under employee stock purchase plan		2				2
Common stock issued under employee stock purchase plan (in shares)	0.1
Equity classified stock-based compensation expense		2				2
Equity classified stock-based compensation expense (in shares)	0.6
Dividends			(1)			(1)
Comprehensive income (loss)			45	5		50
Balance at the end of period at Jun. 30, 2021		2,211	(803)	(109)	1	1,300
Balance at the end of period (in shares) at Jun. 30, 2021	72.4
Increase (Decrease) in Shareholders' Equity
Common stock issued under employee stock purchase plan		2				2
Common stock issued under employee stock purchase plan (in shares)	0.1
Equity classified stock-based compensation expense		11				11
Equity classified stock-based compensation expense (in shares)	0.1
Dividends			(1)			(1)
Comprehensive income (loss)			14	4		18
Balance at the end of period at Sep. 30, 2021		2,224	(790)	(105)	1	1,330
Balance at the end of period (in shares) at Sep. 30, 2021	72.6
Balance at the beginning of period at Dec. 31, 2021		2,235	(720)	(53)	1	$ 1,463
Balance at the beginning of period (in shares) at Dec. 31, 2021	72.7					72.7
Increase (Decrease) in Shareholders' Equity
Common stock issued under employee stock purchase plan		2				$ 2
Common stock issued under employee stock purchase plan (in shares)	0.1
Equity classified stock-based compensation expense		6				6
Equity classified stock-based compensation expense (in shares)	0.6
Comprehensive income (loss)			(7)	11		4
Balance at the end of period at Mar. 31, 2022		2,243	(727)	(42)	1	1,475
Balance at the end of period (in shares) at Mar. 31, 2022	73.4
Balance at the beginning of period at Dec. 31, 2021		2,235	(720)	(53)	1	$ 1,463
Balance at the beginning of period (in shares) at Dec. 31, 2021	72.7					72.7
Increase (Decrease) in Shareholders' Equity
Comprehensive income (loss)						$ (20)
Balance at the end of period at Sep. 30, 2022		2,256	(763)	(32)		$ 1,461
Balance at the end of period (in shares) at Sep. 30, 2022	74.3					74.3
Balance at the beginning of period at Mar. 31, 2022		2,243	(727)	(42)	1	$ 1,475
Balance at the beginning of period (in shares) at Mar. 31, 2022	73.4
Increase (Decrease) in Shareholders' Equity
Common stock issued under employee stock purchase plan		2				2
Common stock issued under employee stock purchase plan (in shares)	0.1
Equity classified stock-based compensation expense		1				1
Equity classified stock-based compensation expense (in shares)	0.7
Dividends			(1)			(1)
Comprehensive income (loss)			(30)			(30)
Other					$ (1)	(1)
Balance at the end of period at Jun. 30, 2022		2,246	(758)	(42)		1,446
Balance at the end of period (in shares) at Jun. 30, 2022	74.2
Increase (Decrease) in Shareholders' Equity
Equity classified stock-based compensation expense		10				10
Equity classified stock-based compensation expense (in shares)	0.1
Dividends			(1)			(1)
Comprehensive income (loss)			(4)	10		6
Balance at the end of period at Sep. 30, 2022		$ 2,256	$ (763)	$ (32)		$ 1,461
Balance at the end of period (in shares) at Sep. 30, 2022	74.3					74.3

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Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Consolidated Statements of Change in Stockholders' Equity
Dividends per common share (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01

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General business description

9 Months Ended

Sep. 30, 2022

General business description

General business description

1. GENERAL BUSINESS DESCRIPTION

Maxar Technologies Inc. (the “Company” or “Maxar”) is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. Maxar helps government and commercial customers monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. The Company’s approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with speed, scale and cost effectiveness. Maxar’s stock trades on the New York Stock Exchange and Toronto Stock Exchange under the symbol “MAXR.”

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Summary of significant accounting policies

9 Months Ended

Sep. 30, 2022

Summary of significant accounting policies

Summary of significant accounting policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of Maxar Technologies Inc., and all consolidated subsidiary entities. The Company’s Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions are eliminated on consolidation.

The Company’s Unaudited Condensed Consolidated Financial Statements are presented in U.S. dollars and have been prepared on a historical cost basis, except for certain financial assets and liabilities including derivative financial instruments which are stated at fair value.

The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the SEC. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. In management’s opinion, all adjustments of a normal recurring nature that are necessary for a fair statement of the accompanying Unaudited Condensed Consolidated Financial Statements have been included. 

Use of estimates, assumptions and judgments

The preparation of the Unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the reporting date, as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared using the most current and best available information; however, actual results could differ materially from those estimates.

Recent Accounting Guidance Adopted

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which together with subsequent amendments, is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. On June 30, 2022, the Company amended its existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to the Secured

Overnight Financing Rate (“SOFR”) in connection with the Company's amendment and restatement of its Syndicated Credit Facility (as defined below) and elected to apply the contract modification optional expedient to the amendments and consider the amendments as a continuation of the existing contracts without performing an assessment that would otherwise be required under U.S. GAAP. See Note 8 for additional details regarding the amendments to the existing interest swaps.

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Trade and other receivables, net

9 Months Ended

Sep. 30, 2022

Trade and other receivables, net

Trade and other receivables, net

3. TRADE AND OTHER RECEIVABLES, NET

	September 30,		December 31,
	2022		2021
Billed	$	195	$	162
Unbilled		157		143
Total trade receivables		352		305
Orbital receivables, current portion		44		49
Other		4		2
Allowance for doubtful accounts		(1)		(1)
Trade and other receivables, net	$	399	$	355

The Company had orbital receivables from 13 customers for which the largest customer’s value represented 30% of the stated current and non-current balance sheet values as of both September 30, 2022 and December 31, 2021.

During the first quarter of 2021, the Company reduced its outstanding receivables related to the SXM-7 satellite for the final milestone and expected orbital payments by $15 million and $14 million, respectively. See Note 10 for additional details regarding the adjustment to revenue.

There have been no changes in the allowance for expected credit losses related to non-current orbital receivables for the nine months ended September 30, 2022.

Securitization liabilities are as follows:

	September 30,		December 31,
	2022		2021
Current portion	$	17	$	16
Non-current portion		21		32
Total securitization liabilities	$	38	$	48

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Inventory, net

9 Months Ended

Sep. 30, 2022

Inventory, net

Inventory, net

4. INVENTORY, NET

	September 30,		December 31,
	2022		2021
Raw materials	$	36	$	34
Work in process		5		6
Total	$	41	$	40
Inventory reserve		(2)		(1)
Inventory, net	$	39	$	39

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Property, plant and equipment, net

9 Months Ended

Sep. 30, 2022

Property, plant and equipment, net

Property, plant and equipment, net

5.PROPERTY, PLANT AND EQUIPMENT, NET

	September 30,		December 31,
	2022		2021
Satellites	$	397	$	397
Equipment		209		221
Computer hardware		115		95
Leasehold improvements		85		83
Furniture and fixtures		16		16
Construction in process1		796		668
Property, plant and equipment, at cost		1,618		1,480
Accumulated depreciation		(582)		(540)
Property, plant and equipment, net	$	1,036	$	940

¹Construction in process is primarily related to the construction of the Company’s WorldView Legion satellites.

Depreciation expense for property, plant and equipment was $20 million and $23 million for the three months ended September 30, 2022 and 2021, respectively, and $58 million and $67 million for the nine months ended September 30, 2022 and 2021, respectively.

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Intangible assets

9 Months Ended

Sep. 30, 2022

Intangible assets

Intangible assets

6. INTANGIBLE ASSETS

	September 30, 2022						December 31, 2021
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer relationships	$	615	$	(223)	$	392	$	615	$	(190)	$	425
Software		446		(179)		267		379		(152)		227
Technologies		367		(329)		38		367		(278)		89
Backlog		86		(86)		—		107		(89)		18
Image library		80		(80)		—		80		(71)		9
Trade names and other		37		(22)		15		37		(18)		19
Intangible assets	$	1,631	$	(919)	$	712	$	1,585	$	(798)	$	787

The gross carrying value and accumulated amortization balances for fully amortized backlog were removed from the Unaudited Condensed Consolidated Balance Sheets and excluded from the table above as of September 30, 2022. Amortization expense related to intangible assets was $44 million and $51 million, for the three months ended September 30, 2022 and 2021, respectively, and $141 million and $154 million for the nine months ended September 30, 2022 and 2021, respectively.

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Long-term debt and interest expense, net

9 Months Ended

Sep. 30, 2022

Long-term debt and interest expense, net

Long-term debt and interest expense, net

7. LONG-TERM DEBT AND INTEREST EXPENSE, NET

	September 30,		December 31,
	2022		2021
Syndicated Credit Facility:
Revolving Credit Facility	$	125	$	—
Term Loan B		1,496		1,444
9.75% 2023 Notes		—		500
7.75% 2027 Notes		500		—
7.54% 2027 Notes		150		150
Deferred financing		20		26
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(102)		(39)
Total long-term debt		2,194		2,086
Current portion of long-term debt		(22)		(24)
Non-current portion of long-term debt	$	2,172	$	2,062

Syndicated Credit Facility

As of September 30, 2022, the Company’s senior secured syndicated credit facility (“Syndicated Credit Facility”) is composed of: (i) a senior secured first lien revolving credit facility in an aggregate capacity of up to $500 million maturing in June 2027 (“Revolving Credit Facility”) and (ii) a senior secured first lien term B facility in an aggregate principal amount of $1.5 billion maturing in June 2029, which was issued with an original issue discount of 4.50% (“Term Loan B”).

On June 14, 2022, the Company amended the terms of the Syndicated Credit Facility pursuant to an amended and restated credit agreement (“Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement (i) replaced the Consolidated Leverage Ratio financial maintenance covenant with the Consolidated Net Debt Leverage Ratio (as defined in the Amended and Restated Credit Agreement) financial maintenance covenant not to exceed (1) 5.50:1.00 for each fiscal quarter ending on or prior to December 31, 2022, (2) 5.00:1.00 for each fiscal quarter ending on or after March 31, 2023 through and including December 31, 2023 and (3) 4.50:1.00 for each fiscal quarter ending on or after March 31, 2024, (ii) changed the required level of the Interest Coverage Ratio maintenance covenant to 2.50:1.00 as of the last day of each fiscal quarter, (iii) increased the total amount of Term Loan B outstanding to $1.5 billion and (iv) permitted the issuance of the 7.75% Senior Secured Notes due 2027 (“7.75% 2027 Notes”) and the redemption of the 9.75% Senior Secured 2023 Notes (“9.75% 2023 Notes”).

Borrowings under Term Loan B bear interest at a rate equal to, at the Company’s option, either Adjusted Term SOFR plus an applicable margin ranging from 4.00% to 4.25% or adjusted base rate (“ABR”) plus an applicable margin ranging from 3.00% to 3.25%, in each case depending on the total Consolidated Net Debt Leverage Ratio. Starting September 30, 2022, the Company must make equal quarterly installment payments in aggregate annual amounts equal to 1% of the original principal amount of Term Loan B, with the final balance payable at maturity on June 14, 2029; provided that if the 7.75% 2027 Notes are not repaid in full by the date that is 91 days prior to the maturity date of the 7.75% 2027 Notes (“Springing Maturity Date”), the maturity date for the Term Loan B will be the maturity date of the 7.75% 2027 Notes. Borrowings under Term Loan B may be repaid by the Company, in whole or in part, together with accrued interest, without premium or penalty.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, if such borrowings are in U.S. dollars, either Adjusted Term SOFR plus an applicable margin ranging from 2.75% to 3.50% or ABR plus an applicable margin ranging from 1.75% to 2.50%, in each case depending on the total Consolidated Net Debt Leverage Ratio. The Company may also, at its option, borrow in Canadian dollars, Euros or British Pounds Sterling using the same applicable margins as noted for U.S. dollars. The Revolving Credit Facility is payable at maturity on June 14, 2027; provided that if the 7.75% 2027 Notes are not repaid in full by the Springing Maturity Date, the maturity date for the Revolving Credit Facility will be the Springing Maturity Date. The Revolving Credit Facility may be repaid by the Company, in whole or in part, together with accrued interest, without premium or penalty.

The Company evaluated the amendment of Term Loan B on a lender-by-lender basis and accounted for $1.3 billion as a debt extinguishment and $103 million as a debt modification. The portion accounted for as a debt modification is excluded from the presentation of cash flows from financing activities in the Consolidated Statement of Cash Flows as it represents a non-cash transaction. The Company recognized a loss on debt extinguishment of $10 million equal to the write-off of unamortized debt issuance costs. The modification of the Revolving Credit Facility resulted in the recognition of a loss on debt extinguishment of $1 million equal to the write-off of unamortized debt issuance costs. The Company recognized the losses on debt extinguishment in Interest expense, net in the Unaudited Condensed Consolidated Statements of Operations.

The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. The Company had $24 million and $28 million of issued and undrawn letters of credit outstanding under the Revolving Credit Facility as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company was in compliance with its debt covenants.

9.75% Notes due 2023

On June 14, 2022, the Company used the proceeds from the issuance of the 7.75% 2027 Notes, along with cash on hand, to redeem the remaining $500 million aggregate principal amount of its 9.75% 2023 Notes. The 9.75% 2023 Notes were redeemed at a price of 107.313% of the principal amount thereof, plus accrued but unpaid interest.

The Company accounted for the issuance of the 7.75% 2027 Notes and the redemption of the 9.75% 2023 Notes as a debt extinguishment. As a result, the 7.313% premium paid on the redemption of the 9.75% 2023 Notes is accounted for as a loss on debt extinguishment. Additionally, at the time of the extinguishment there were $1 million of unamortized debt issuance costs and an unamortized debt discount of $5 million associated with the 9.75% 2023 Notes, which were written off as a loss on debt extinguishment. The Company recognized a total loss on extinguishment of the 9.75% 2023 Notes of $42 million, which is included in Interest expense, net in the Unaudited Condensed Consolidated Statement of Operations.

7.75% Notes due 2027 

On June 14, 2022, the Company issued $500 million in aggregate principal amount of 7.75% 2027 Notes in a private placement to qualified institutional buyers in the U.S. pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and outside the U.S. pursuant to Regulation S under the Securities Act. The 7.75% 2027 Notes were issued at a price equal to 100% of their face value and are recorded as long-term debt in the consolidated financial statements. The 7.75% 2027 Notes bear interest at the rate of 7.75% per year, payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2022. The 7.75% 2027 Notes will mature on June 15, 2027, unless earlier redeemed or repurchased. The 7.75% 2027 Notes are secured on a first-priority basis by liens on the Company’s and the guarantors’ assets that also secure, equally and ratably, the Company’s indebtedness under the Syndicated Credit Facility and the 7.54% 2027 Notes (as defined below) pursuant to the terms of a first lien intercreditor agreement. The 7.75% 2027 Notes are also guaranteed on a senior secured basis by each of the Company’s subsidiaries that are guarantors under the Syndicated Credit Facility and its 7.54% 2027 Notes (as defined below).

7.54% Notes due 2027

On June 25, 2020, the Company issued $150 million in aggregate principal amount of 7.54% Senior Secured Notes due 2027 (“7.54% 2027 Notes”). The 7.54% 2027 Notes were offered and sold to qualified institutional buyers in the U.S. pursuant to Rule 144A and outside the U.S. pursuant to Regulation S under the Securities Act. The 7.54% 2027 Notes were issued at a price of 98.25% and are recorded as long-term debt in the consolidated financial statements. The 7.54% 2027 Notes bear interest at the rate of 7.54% per year, payable semi-annually in cash in arrears, for which interest payments commenced December 2020. The 7.54% 2027 Notes will mature on December 31, 2027, unless earlier redeemed or repurchased. The 7.54% 2027 Notes are guaranteed on a senior secured basis by each of the Company’s existing and future subsidiaries that guarantee the Syndicated Credit Facility.

Interest expense, net on long-term debt and other obligations is as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest on long-term debt	$	43	$	33	$	110	$	110
Loss on debt extinguishment		—		—		53		41
Interest on orbital securitization liability		—		1		2		3
Imputed interest and other		2		1		2		2
Capitalized interest		(15)		(10)		(38)		(29)
Interest expense, net	$	30	$	25	$	129	$	127

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Financial instruments and fair value disclosures

9 Months Ended

Sep. 30, 2022

Financial instruments and fair value disclosures

Financial instruments and fair value disclosures

8. FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES

Factors used in determining the fair value of financial assets and liabilities are summarized into three categories in accordance with Accounting Standards Codification 820 - Fair Value Measurements:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3: Inputs for the asset or liability that are based on unobservable inputs

The following tables present assets and liabilities that are measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

	Recurring Fair Value Measurements as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	394	$	—	$	394
Interest rate swaps		—		22		—		22
	$	—	$	416	$	—	$	416
Liabilities
Long-term debt 2	$	—	$	2,032	$	—	$	2,032
	$	—	$	2,032	$	—	$	2,032

	Recurring Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	481	$	—	$	481
Interest rate swaps		—		3		—		3
	$	—	$	484	$	—	$	484
Liabilities
Interest rate swaps	$	—	$	4	$	—	$	4
Long-term debt 2		—		2,132		—		2,132
	$	—	$	2,136	$	—	$	2,136

¹ The carrying value of orbital receivables was $392 million and $417 million as of September 30, 2022 and December 31, 2021, respectively.

² Long-term debt excludes borrowings under the Revolving Credit Facility, deferred financing and obligations under finance leases and other, and is carried at amortized cost. The outstanding carrying value was $2,044 million and $2,055 million as of September 30, 2022 and December 31, 2021, respectively. The carrying value of borrowings under the Revolving Credit Facility approximates their fair value.

On April 29, 2022, $500 million of the Company’s interest rate swaps matured. On June 22, 2022, the Company entered into SOFR interest rate swaps having a notional value of $500 million. In June 2022, the Company amended its existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to SOFR in connection with the Company’s Amended and Restated Credit Agreement. In total, as of September 30, 2022, an aggregate of $1 billion of the Company’s variable rate long-term debt is fixed at an average one-month SOFR rate of 1.71% (excluding the margin specified in the Syndicated Credit Facility) pursuant to the Company’s outstanding interest rate swaps. In each of June 2023 and June 2024, the Company will have interest rate swap maturities of $500 million.

The Company determines fair value of its derivative financial instruments and orbital receivables based on internal valuation models, such as a discounted cash flow analysis, using management estimates and observable market-based inputs, as applicable. Management estimates include assumptions concerning the amount and timing of estimated future cash flows and application of appropriate discount rates. Observable market-based inputs are sourced from third parties and include interest rates and yield curves, currency spot and forward rates and credit spreads, as applicable.

The Company determines fair value of long-term debt that is actively traded in the secondary market using external pricing data, including any available quoted market prices and other observable inputs from available market information. For debt that is not actively traded in the secondary market, the fair value is based on the Company’s indicative borrowing cost derived from dealer quotes or discounted cash flows.

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are all short-term in nature; therefore, the carrying value of these items approximates their fair value.

There were no transfers into or out of each of the levels of the fair value hierarchy during the periods ended September 30, 2022 and December 31, 2021.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' equity

Stockholders' Equity

9. STOCKHOLDERS’ EQUITY

Changes in the components of Accumulated other comprehensive income (loss) are as follows:

	Foreign currency translation adjustments		Unrealized (loss) gain on interest rate swaps		Loss on pension and other postretirement plans		Total accumulated other comprehensive (loss) income
Balance as of December 31, 2021	$	(1)	$	(1)	$	(51)	$	(53)
Other comprehensive income		—		11		—		11
Tax benefit (expense)		—		—		—		—
Balance as of March 31, 2022	$	(1)	$	10	$	(51)	$	(42)
Other comprehensive (loss) income		(1)		1		—		—
Tax benefit (expense)		—		—		—		—
Balance as of June 30, 2022	$	(2)	$	11	$	(51)	$	(42)
Other comprehensive (loss) income		(1)		11		—		10
Tax benefit (expense)		—		—		—		—
Balance as of September 30, 2022	$	(3)	$	22	$	(51)	$	(32)

On March 22, 2021, the Company completed the underwritten public offering of 10 million shares of common stock at a public offering price of $40 per share. The Company received proceeds of $380 million, net of $20 million of transaction fees.

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Revenues

9 Months Ended

Sep. 30, 2022

Revenues

Revenues

10. REVENUES

As of September 30, 2022, the Company had $3 billion of remaining performance obligations, which represents the transaction price of firm orders less inception-to-date revenues recognized. Remaining performance obligations generally exclude unexercised contract options and indefinite delivery/indefinite quantity contracts. The Company expects to recognize revenues relating to existing performance obligations of approximately $0.4 billion, $1.1 billion and $1.5 billion for the remaining three months ending December 31, 2022, the year ending December 31, 2023 and thereafter, respectively.

Contract liabilities by segment are as follows:

As of September 30, 2022	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	114	$	131	$	245
As of December 31, 2021	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	32	$	257	$	289

Contract liabilities decreased to $245 million as of September 30, 2022 from $289 million as of December 31, 2021. The decrease of $44 million in contract liabilities is primarily due to revenues recognized based upon the satisfaction of

performance obligations within the Space Infrastructure segment, partially offset by an increase in contract liabilities within the Earth Intelligence segment driven by the Electro-Optical Commercial Layer contract awarded to the Company in May 2022. The Company had an immaterial balance of non-current contract liabilities as of September 30, 2022 and December 31, 2021. Non-current contract liabilities are included in Other non-current liabilities on the Unaudited Condensed Consolidated Balance Sheets.

The Company’s primary sources of revenues are as follows:

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	161	$	—	$	161
Service revenues		275		—		—		275
Intersegment		—		25		(25)		—
	$	275	$	186	$	(25)	$	436
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	166	$	—	$	166
Service revenues		271		—		—		271
Intersegment		—		14		(14)		—
	$	271	$	180	$	(14)	$	437
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	469	$	—	$	469
Service revenues		810		—		—		810
Intersegment		—		80		(80)		—
	$	810	$	549	$	(80)	$	1,279
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	498	$	—	$	498
Service revenues		804		—		—		804
Intersegment		—		43		(43)		—
	$	804	$	541	$	(43)	$	1,302

Certain of the Company’s contracts with customers in the Space Infrastructure segment include a significant financing component since payments are received from the customer more than one year after delivery of the promised goods or services. The Company recognized orbital interest revenue of $6 million for both the three months ended September 30, 2022 and 2021 and $20 million for both the nine months ended September 30, 2022 and 2021 related to these contracts, which is included in product revenues in the Unaudited Condensed Consolidated Statements of Operations.

Revenue in the Space Infrastructure segment is primarily generated from long-term construction contracts. Due to the long-term nature of these contracts, the Company generally recognizes revenue over time using the cost-to-cost method to measure progress. Under the cost-to-cost method, revenue is recognized based on the proportion of total costs incurred to estimated total costs-at-completion ("EAC"). Revenue recognition is also contingent on estimated contractual consideration. An EAC includes all direct costs and indirect costs directly attributable to a program or allocable based on program cost pooling arrangements. Estimates regarding the Company’s costs associated with the design, manufacture and delivery of products and services are used in determining the EAC. Changes to an EAC or estimated contractual consideration are recorded as a cumulative adjustment to revenue.

The Company recognized a cumulative adjustment to revenue of $5 million and $30 million for the three and nine months ended September 30, 2021, respectively relate to the Sirius XM contract with Sirius XM Holdings Inc. (“Sirius XM”). This adjustment resulted primarily from adjusting the EAC transaction price for the amount of the final milestone and expected orbital payments from Sirius XM due to the non-performance of the SXM-7 satellite and other adjustments. See Note 3 for additional details regarding the adjustment to trade and other receivables.

The Company has certain programs in the Space Infrastructure segment which contain significant development efforts that have experienced delays and cost growth primarily due to the complexity of the programs resulting in an overall loss position. The Company recorded EAC adjustments on loss contracts of $18 million and $3 million for the three months ended September 30, 2022 and 2021, respectively, and $33 million and $26 million for the nine months ended September 30, 2022 and 2021, respectively.

Revenues based on the geographic location of customers are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
United States	$	372	$	363	$	1,062	$	1,058
Asia		24		25		71		67
Middle East		15		13		45		40
Europe		14		18		41		54
Australia		5		9		38		57
Canada		3		3		12		8
Other		3		6		10		18
Total revenues	$	436	$	437	$	1,279	$	1,302

Revenues from significant customers are as follows:

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	188	$	55	$	—	$	243
Commercial and other		87		131		(25)		193
Total revenues	$	275	$	186	$	(25)	$	436
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	174	$	51	$	—	$	225
Commercial and other		97		129		(14)		212
Total revenues	$	271	$	180	$	(14)	$	437
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	540	$	176	$	—	$	716
Commercial and other		270		373		(80)		563
Total revenues	$	810	$	549	$	(80)	$	1,279
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	525	$	178	$	—	$	703
Commercial and other		279		363		(43)		599
Total revenues	$	804	$	541	$	(43)	$	1,302

The Company had revenues from a commercial customer in the Space Infrastructure segment that represented 12% and 18% of total revenues for the three months ended September 30, 2022 and 2021, respectively, and 11% and 19% of total revenues for the nine months ended September 30, 2022 and 2021, respectively.

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Segment information

9 Months Ended

Sep. 30, 2022

Segment information

Segment information

11. SEGMENT INFORMATION

The Company’s business is organized into two reportable segments: Earth Intelligence and Space Infrastructure. The Earth Intelligence reportable segment is a supplier of high-resolution, high accuracy Earth imagery and other geospatial data sourced from the Company’s advanced satellite constellation and third-party providers, as well as a provider of advanced geospatial information applications and analytic services for national security and commercial solutions. The Space Infrastructure reportable segment is a supplier of space-based infrastructure, robotics, subsystems and information solutions to satellite operators and government agencies.

The Company’s Chief Operating Decision Maker measures the performance of each segment based on revenue and Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for certain items affecting comparability of the Company’s ongoing operating results as specified in the calculation. Certain items affecting the comparability of our ongoing operating results between periods include restructuring, impairments, insurance recoveries, gain (loss) on sale of assets, (gain) loss on orbital receivables allowance, offset obligation fulfillment and transaction and integration related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions. Corporate and other expenses include items such as corporate office costs, regulatory costs, executive and director compensation, foreign exchange gains and losses and fees for audit, legal and consulting services.

Intersegment sales are generally recorded at cost plus a specified margin, which may differ from what the segment may be able to obtain on sales to external customers.

The following table summarizes the operating performance of the Company’s segments:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues:
Earth Intelligence	$	275	$	271	$	810	$	804
Space Infrastructure		186		180		549		541
Intersegment eliminations		(25)		(14)		(80)		(43)
Total revenues	$	436	$	437	$	1,279	$	1,302
Adjusted EBITDA:
Earth Intelligence	$	115	$	124	$	343	$	362
Space Infrastructure		33		14		71		29
Intersegment eliminations		(10)		(5)		(28)		(17)
Corporate and other expenses		(28)		(20)		(73)		(62)
Offset obligation fulfillment		(12)		—		(12)		—
Restructuring		(5)		—		(10)		—
Transaction and integration related expense		—		(1)		(1)		(1)
Gain on sale of asset		1		—		1		—
Depreciation and amortization		(64)		(74)		(199)		(221)
Interest expense, net		(30)		(25)		(129)		(127)
Interest income 1		1		1		2		2
Income (loss) before taxes	$	1	$	14	$	(35)	$	(35)

1 Included in Other income, net on the Unaudited Condensed Consolidated Statements of Operations.

The Company incurred restructuring costs of $5 million and $10 million for the three and nine months ended September 30, 2022, respectively. The restructuring costs are primarily related to retention costs, severance costs and the write-off of certain assets related to the outsourcing of certain components of contract manufacturing within the Space Infrastructure segment.

The Company’s capital expenditures are as follows:

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	32	$	3	$	16	$	51
Intangible assets		23		—		1		24
	$	55	$	3	$	17	$	75
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	19	$	3	$	5	$	27
Intangible assets		22		—		2		24
	$	41	$	3	$	7	$	51
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	100	$	9	$	50	$	159
Intangible assets		63		—		4		67
	$	163	$	9	$	54	$	226
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	47	$	11	$	26	$	84
Intangible assets		64		—		8		72
	$	111	$	11	$	34	$	156

Substantially all of the Company’s long-lived tangible assets were in the United States as of September 30, 2022 and December 31, 2021.

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Employee benefit plans

9 Months Ended

Sep. 30, 2022

Employee benefit plans

Employee benefit plans

12. EMPLOYEE BENEFIT PLANS

The following table summarizes the components of net periodic benefit (credit) cost for the Company’s pension plans:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest cost	$	4	$	3	$	11	$	10
Expected return on plan assets		(7)		(7)		(22)		(21)
Amortization of net loss		—		1		—		4
Expenses paid		1		1		2		2
Net periodic benefit credit	$	(2)	$	(2)	$	(9)	$	(5)

Contributions

The funding policy for the Company’s pension plans is to contribute at least the minimum required by applicable laws and regulations or to directly make benefit payments where appropriate. In 2021, the Company elected to take advantage of certain provisions of the American Rescue Plan Act of 2021 and due to the Company’s election, there are no required contributions for the Company’s qualified pension plan for the year ending December 31, 2022.

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Income taxes

9 Months Ended

Sep. 30, 2022

Income taxes

Income taxes

13. INCOME TAXES

For the three months ended September 30, 2022 and 2021, the effective tax rate on Income before taxes was 500.0% and 0%, respectively. For the nine months ended September 30, 2022 and 2021, the effective tax rate on (Loss) before taxes was (17.1)% and 28.6%, respectively. The effective tax rates for the three and nine months ended September 30, 2022 differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences, changes in valuation allowance and estimated Base Erosion and Anti-Abuse Tax (“BEAT”). The effective tax rates for the three and nine months ended September 30, 2021 differ from the statutory U.S. federal income tax rate of 21.0% primarily due to a change in the estimated BEAT driven by a change in tax strategy enabled by a reduction in forecasted interest expense, estimated permanent differences, tax on foreign earnings and changes in valuation allowance. The Company does not anticipate a significant change to the Company’s gross unrecognized tax benefits within the next 12 months.

The Company assesses the deferred tax assets for recoverability on a quarterly basis. Based upon all available positive and negative evidence, the Company maintains a valuation allowance to reduce the net U.S. deferred tax asset to the amount that is more-likely-than-not realizable.

The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted continuing operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgments including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes.

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Net (loss) income per common share

9 Months Ended

Sep. 30, 2022

Net (loss) income per common share

Net (loss) income per common share

14. NET (LOSS) INCOME PER COMMON SHARE

The following table includes the calculation of basic and diluted net (loss) income per common share:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Weighted average number of common shares outstanding-basic		74.3		72.6		73.8		69.9
Weighted dilutive effect of equity awards		—		2.1		—		—
Weighted average number of common shares outstanding-diluted		74.3		74.7		73.8		69.9
Net (loss) income per common share:
Basic	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)
Diluted	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)

For both the three months ended September 30, 2022 and 2021, approximately 2 million shares subject to awards and for the nine months ended September 30, 2022 and 2021, approximately 3 million and 4 million shares subject to awards, respectively, were excluded from the diluted weighted average number of ordinary common shares outstanding calculation because their effect would have been anti-dilutive.

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Commitments and contingencies

9 Months Ended

Sep. 30, 2022

Commitments and contingencies

Commitments and contingencies

15. COMMITMENTS AND CONTINGENCIES

Contingencies in the Normal Course of Business

Satellite construction contracts may include performance incentives whereby payment for a portion of the purchase price of the satellite is contingent upon in-orbit performance of the satellite. The Company’s ultimate receipt of orbital performance incentives is subject to the continued performance of its satellites generally over the contractually stipulated life of the satellites. A complete or partial loss of a satellite’s functionality can result in loss of orbital receivable payments or repayment of amounts received by the Company under a warranty payback arrangement. The Company generally receives the present value of the orbital receivables if there is a launch failure or a failure caused by a customer error, but will forfeit some or all of the orbital receivables if the loss is caused by satellite failure or as a result of Company error. The Company recognizes orbital performance incentives in the financial statements based on the amounts that are expected to be received and believes that it will not incur a material loss relating to the incentives recognized. With respect to the Company’s securitized liability for the orbital receivables, upon the occurrence of an event of default under the securitization facility agreement or upon the occurrence of limited events, the Company may be required to repurchase on demand any effected receivables at their then net present value.

The Company may incur liquidated damages on programs as a result of delays due to slippage, or for programs which fail to meet all milestone requirements as outlined within the contractual arrangements with customers. Losses on programs related to liquidated damages result in a reduction of revenue. Changes in estimates related to contracts accounted for using the cost-to-cost method are recognized in the period in which such changes are made for the inception-to-date effect of the changes. Unrecoverable costs on contracts that are expected to be incurred in future periods are recorded in program cost in the current period. Additionally, construction contracts may have termination for default clauses, which if triggered, could result in potential losses and legal disputes.

The Company enters into agreements in the ordinary course of business with resellers and others. Most of these agreements require the Company to indemnify the other party against third-party claims alleging that one of its products infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right. Certain of

these agreements require the Company to indemnify the other party against claims relating to property damage, personal injury or acts or omissions by the Company, its employees, agents or representatives.

From time to time, the Company has made guarantees regarding the performance of its systems to its customers. Some of these agreements do not limit the maximum potential future payments the Company could be obligated to make. The Company evaluates and estimates potential losses from such indemnification based on the likelihood that the future event will occur. The Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such indemnification and guarantees in the Unaudited Condensed Consolidated Financial Statements.

The Company has entered into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to entering into contracts for its products and services from certain customers in foreign countries. These agreements are designed to return economic value to the foreign country and may be satisfied through activities that do not require a direct cash payment, including transferring technology and providing manufacturing, training and other consulting support to in-country projects. These agreements may provide for penalties in the event the Company fails to perform in accordance with offset requirements. The Company has historically not been required to pay any such penalties.

In the third quarter of 2022, the Company recorded a $12 million liability related to the satisfaction of an offset obligation incurred by the Company as a result of conducting business in a foreign country. The Company had expected to satisfy the offset obligation through other operational means that did not require cash payments or the transfer of other assets. In the third quarter of 2022 an agreement was reached to satisfy the Company’s offset obligation in the foreign country by making a total of $12 million in cash payments from November 2022 to January 2024. The Company has recorded the current portion of the liability within Accrued liabilities and the non-current portion of the liability within Other non-current liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheet and a $12 million expense within Other expense (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations.

Legal proceedings

On January 14, 2019, a Maxar stockholder filed a putative class action lawsuit captioned Oregon Laborers Employers Pension Trust Fund, et al. v. Maxar Technologies Inc., No. 1:19-cv-00124-WJM-SKC in the United States District Court for the District of Colorado (“Colorado Action”), naming Maxar and members of management as defendants alleging, among other things, that the Company’s public disclosures were deficient in violation of the federal securities laws and seeking monetary damages. On October 7, 2019, the lead plaintiff filed a consolidated amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company and members of management in connection with the Company’s public disclosures between March 26, 2018 and January 6, 2019. The consolidated complaint alleges that the Company’s statements regarding the AMOS-8 contract, accounting for its GEO communications assets, and WorldView-4 were allegedly false and/or misleading during the class period. On September 11, 2020, the court granted in part, and denied in part, defendants’ motion to dismiss. On July 16, 2021, the court in the Colorado Action certified a class consisting of investors who purchased or acquired Maxar stock between May 9, 2018 and October 30, 2018, inclusive. The parties have reached an agreement to resolve the action on a class-wide basis for a one-time payment of $27 million, to be funded by insurance maintained by Maxar. The Company recorded a liability of $27 million within Other current liabilities and an asset within Other current assets on the Company’s Unaudited Condensed Consolidated Balance Sheet. The agreement is contingent on Court approval. As part of the Court approval process, class members will have an opportunity to object to, or opt-out of, the settlement pursuant to procedures to be established by the Court.

In January 2019, a Maxar stockholder resident in Canada issued a putative class action lawsuit captioned Charles O’Brien v. Maxar Technologies Inc., No. CV-19-00613564-00CP in the Ontario Superior Court of Justice

against Maxar and members of management claiming misrepresentations in Maxar’s public disclosures and seeking monetary damages. On November 15, 2019, Mr. O’Brien and another Maxar stockholder resident in Canada issued a new putative class action lawsuit captioned Charles O’Brien v. Maxar Technologies Inc., No. CV-19-00631107-00CP, naming Maxar and certain members of management and the board of directors as defendants as well as Maxar’s auditor, KPMG LLP. On February 7, 2020, the January 2019 lawsuit was discontinued. The Statement of Claim in the November 2019 lawsuit alleges that the Company’s statements regarding the AMOS-8 contract, accounting for its GEO communications assets, and WorldView-4 were false and/or misleading during the class period and claims damages of $700 million. On April 24, 2020, the plaintiffs served their motion record for leave under the Securities Act (Ontario) and to certify the action as a class proceeding. By order dated September 23, 2021, the action against KPMG LLP was discontinued. On March 10, 2022, the plaintiffs’ motion for leave and certification was dismissed. The plaintiffs have not appealed the dismissal and the time period for such appeal expired on April 11, 2022.

On October 21, 2019, a Maxar stockholder filed a putative class action lawsuit captioned McCurdy v. Maxar Technologies Inc., et al., No. 19CV35070 in the Superior Court of the State of California, County of Santa Clara, naming Maxar and certain members of management and the board of directors as defendants. The lawsuit alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act in connection with the Company’s June 2, 2017 Registration Statement and Prospectus (“Offering Materials”) filed in anticipation of its October 5, 2017 merger with DigitalGlobe, Inc. (“DigitalGlobe Merger”). On April 30, 2020, the plaintiff filed an amended complaint alleging the same causes of action against the same set of defendants as set forth in his original complaint. The lawsuit is based upon many of the same underlying factual allegations as the Colorado Action. Specifically, the lawsuit alleges the Company’s statements regarding its accounting methods and risk factors, including those related to the GEO communications business, were false and/or misleading when made. On January 24, 2021, the court granted in part, and denied in part, defendants’ motion to dismiss. On August 20, 2021, the court certified a class consisting of investors who acquired Maxar stock in exchange for DigitalGlobe stock pursuant to the Offering Materials issued in connection with the DigitalGlobe Merger. The Company intends to vigorously defend against this lawsuit. 

On November 14, 2019, a derivative action was filed against Maxar and certain current and former members of management and the board of directors in the United States District Court for the District of Delaware, captioned as Dorling, Derivatively on Behalf of Nominal Defendant Maxar Technologies Inc. v. Lance, et al., No. 19-cv-02134-UNA. On September 18, 2020, another purported derivative action was filed in the same court against Maxar and certain current and former members of management and the board of directors, captioned as Golub, Derivatively on Behalf of Maxar Technologies Inc. v. Lance, et al., No. 20-cv-01251-UNA. Both complaints concern the same factual allegations as asserted in the Colorado Action. The court has consolidated and stayed both derivative cases.

On September 15, 2021, a derivative action was filed against Maxar and certain current and former members of management and the board of directors in the Court of Chancery of the State of Delaware, captioned as Egan, on behalf of Maxar Technologies Inc., v. Lance, et al., C.A. No. 2021-0796-PAF. The complaint concerns the same factual allegations as asserted in the Colorado Action. The action is currently stayed by stipulation of the parties.

The Company is a party to various other legal proceedings and claims that arise in the ordinary course of business as either a plaintiff or defendant. As a matter of course, the Company is prepared both to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. The Company establishes accrued liabilities for these matters where losses are deemed probable and reasonably estimable. The outcome of any of these other proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or liquidity. The Company expenses legal fees related to contingencies as incurred.

The Company maintains insurance policies for settlements and judgments, as well as legal defense costs, for lawsuits such as those described in the preceding paragraphs, although the amount of insurance coverage that the Company maintains may not be adequate to cover all claims or liabilities. In addition, provisions of the Company’s Certificate of

Incorporation, Bylaws and indemnification agreements entered into with current and former directors and officers require the Company, among other things, to indemnify these directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers and to advance expenses to such directors or officers in connection therewith.

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Supplemental cash flow

9 Months Ended

Sep. 30, 2022

Supplemental cash flow

Supplemental cash flow

16. SUPPLEMENTAL CASH FLOW

Selected cash payments and non-cash activities are as follows:

	Nine Months Ended
	September 30,
	2022		2021
Supplemental operating cash flow information:
Cash paid for interest	$	87	$	88
Income tax payments, net of (refunds)		(8)		(12)
Supplemental non-cash investing and financing activities:
Accrued capital expenditures		21		13
Portion of Term Loan B accounted for as a debt modification		103		—

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Subsequent event

9 Months Ended

Sep. 30, 2022

Subsequent event.

Subsequent event

17. SUBSEQUENT EVENT

Acquisition of Wovenware Inc.

On November 1, 2022, the Company completed the acquisition of Wovenware Inc., (“Wovenware”) a privately held artificial intelligence and software development technology consulting firm, for total consideration of $33 million, a portion of which is contingent on certain operating metrics, that will be paid out over a period of five years. The fair value of the acquisition is estimated to be approximately $21 million due to the deferred consideration structure of the payments for the acquisition. Beginning in the fourth quarter of 2022, Wovenware’s results will be consolidated and reported within the results of the Company’s Earth Intelligence segment. The Wovenware acquisition is not material to the Company’s financial position or results of operations, and therefore, pro forma operating results and other disclosures for the acquisition are not presented.

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Summary of significant accounting policies (Policies)

9 Months Ended

Sep. 30, 2022

Summary of significant accounting policies

Basis of presentation

Basis of presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of Maxar Technologies Inc., and all consolidated subsidiary entities. The Company’s Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions are eliminated on consolidation.

The Company’s Unaudited Condensed Consolidated Financial Statements are presented in U.S. dollars and have been prepared on a historical cost basis, except for certain financial assets and liabilities including derivative financial instruments which are stated at fair value.

The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the SEC. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. In management’s opinion, all adjustments of a normal recurring nature that are necessary for a fair statement of the accompanying Unaudited Condensed Consolidated Financial Statements have been included. 

Use of estimates, assumptions and judgments

Use of estimates, assumptions and judgments

The preparation of the Unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the reporting date, as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared using the most current and best available information; however, actual results could differ materially from those estimates.

Recent Accounting Guidance Adopted

Recent Accounting Guidance Adopted

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which together with subsequent amendments, is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. On June 30, 2022, the Company amended its existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to the Secured

Overnight Financing Rate (“SOFR”) in connection with the Company's amendment and restatement of its Syndicated Credit Facility (as defined below) and elected to apply the contract modification optional expedient to the amendments and consider the amendments as a continuation of the existing contracts without performing an assessment that would otherwise be required under U.S. GAAP. See Note 8 for additional details regarding the amendments to the existing interest swaps.

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Trade and other receivables, net (Tables)

9 Months Ended

Sep. 30, 2022

Trade and other receivables, net

Schedule of trade and other receivables, net

	September 30,		December 31,
	2022		2021
Billed	$	195	$	162
Unbilled		157		143
Total trade receivables		352		305
Orbital receivables, current portion		44		49
Other		4		2
Allowance for doubtful accounts		(1)		(1)
Trade and other receivables, net	$	399	$	355

Schedule of securitization liabilities

	September 30,		December 31,
	2022		2021
Current portion	$	17	$	16
Non-current portion		21		32
Total securitization liabilities	$	38	$	48

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Inventory, net (Tables)

9 Months Ended

Sep. 30, 2022

Inventory, net

Schedule of inventory

	September 30,		December 31,
	2022		2021
Raw materials	$	36	$	34
Work in process		5		6
Total	$	41	$	40
Inventory reserve		(2)		(1)
Inventory, net	$	39	$	39

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Property, plant and equipment, net (Tables)

9 Months Ended

Sep. 30, 2022

Property, plant and equipment, net

Schedule of property, plant and equipment, net

	September 30,		December 31,
	2022		2021
Satellites	$	397	$	397
Equipment		209		221
Computer hardware		115		95
Leasehold improvements		85		83
Furniture and fixtures		16		16
Construction in process1		796		668
Property, plant and equipment, at cost		1,618		1,480
Accumulated depreciation		(582)		(540)
Property, plant and equipment, net	$	1,036	$	940

¹Construction in process is primarily related to the construction of the Company’s WorldView Legion satellites.

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Intangible assets (Tables)

9 Months Ended

Sep. 30, 2022

Intangible assets

Schedule of intangible assets

	September 30, 2022						December 31, 2021
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer relationships	$	615	$	(223)	$	392	$	615	$	(190)	$	425
Software		446		(179)		267		379		(152)		227
Technologies		367		(329)		38		367		(278)		89
Backlog		86		(86)		—		107		(89)		18
Image library		80		(80)		—		80		(71)		9
Trade names and other		37		(22)		15		37		(18)		19
Intangible assets	$	1,631	$	(919)	$	712	$	1,585	$	(798)	$	787

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Long-term debt and interest expense, net (Tables)

9 Months Ended

Sep. 30, 2022

Long-term debt and interest expense, net

Summary of long term debt

	September 30,		December 31,
	2022		2021
Syndicated Credit Facility:
Revolving Credit Facility	$	125	$	—
Term Loan B		1,496		1,444
9.75% 2023 Notes		—		500
7.75% 2027 Notes		500		—
7.54% 2027 Notes		150		150
Deferred financing		20		26
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(102)		(39)
Total long-term debt		2,194		2,086
Current portion of long-term debt		(22)		(24)
Non-current portion of long-term debt	$	2,172	$	2,062

Schedule of interest expense, net on long term debt and other obligations

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest on long-term debt	$	43	$	33	$	110	$	110
Loss on debt extinguishment		—		—		53		41
Interest on orbital securitization liability		—		1		2		3
Imputed interest and other		2		1		2		2
Capitalized interest		(15)		(10)		(38)		(29)
Interest expense, net	$	30	$	25	$	129	$	127

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Financial instruments and fair value disclosures (Tables)

9 Months Ended

Sep. 30, 2022

Financial instruments and fair value disclosures

Summary of financial instruments measured at fair value

	Recurring Fair Value Measurements as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	394	$	—	$	394
Interest rate swaps		—		22		—		22
	$	—	$	416	$	—	$	416
Liabilities
Long-term debt 2	$	—	$	2,032	$	—	$	2,032
	$	—	$	2,032	$	—	$	2,032

	Recurring Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	481	$	—	$	481
Interest rate swaps		—		3		—		3
	$	—	$	484	$	—	$	484
Liabilities
Interest rate swaps	$	—	$	4	$	—	$	4
Long-term debt 2		—		2,132		—		2,132
	$	—	$	2,136	$	—	$	2,136

¹ The carrying value of orbital receivables was $392 million and $417 million as of September 30, 2022 and December 31, 2021, respectively.

² Long-term debt excludes borrowings under the Revolving Credit Facility, deferred financing and obligations under finance leases and other, and is carried at amortized cost. The outstanding carrying value was $2,044 million and $2,055 million as of September 30, 2022 and December 31, 2021, respectively. The carrying value of borrowings under the Revolving Credit Facility approximates their fair value.

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Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Stockholders' equity

Schedule of changes in the components of accumulated other comprehensive income (loss)

	Foreign currency translation adjustments		Unrealized (loss) gain on interest rate swaps		Loss on pension and other postretirement plans		Total accumulated other comprehensive (loss) income
Balance as of December 31, 2021	$	(1)	$	(1)	$	(51)	$	(53)
Other comprehensive income		—		11		—		11
Tax benefit (expense)		—		—		—		—
Balance as of March 31, 2022	$	(1)	$	10	$	(51)	$	(42)
Other comprehensive (loss) income		(1)		1		—		—
Tax benefit (expense)		—		—		—		—
Balance as of June 30, 2022	$	(2)	$	11	$	(51)	$	(42)
Other comprehensive (loss) income		(1)		11		—		10
Tax benefit (expense)		—		—		—		—
Balance as of September 30, 2022	$	(3)	$	22	$	(51)	$	(32)

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Revenues (Tables)

9 Months Ended

Sep. 30, 2022

Revenues

Summary of contract assets and contract liabilities by segment

Contract liabilities by segment are as follows:

As of September 30, 2022	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	114	$	131	$	245
As of December 31, 2021	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	32	$	257	$	289

Summary of revenue by primary sources

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	161	$	—	$	161
Service revenues		275		—		—		275
Intersegment		—		25		(25)		—
	$	275	$	186	$	(25)	$	436
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	166	$	—	$	166
Service revenues		271		—		—		271
Intersegment		—		14		(14)		—
	$	271	$	180	$	(14)	$	437
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	469	$	—	$	469
Service revenues		810		—		—		810
Intersegment		—		80		(80)		—
	$	810	$	549	$	(80)	$	1,279
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	498	$	—	$	498
Service revenues		804		—		—		804
Intersegment		—		43		(43)		—
	$	804	$	541	$	(43)	$	1,302

Summary of revenue by geographic location of customers

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
United States	$	372	$	363	$	1,062	$	1,058
Asia		24		25		71		67
Middle East		15		13		45		40
Europe		14		18		41		54
Australia		5		9		38		57
Canada		3		3		12		8
Other		3		6		10		18
Total revenues	$	436	$	437	$	1,279	$	1,302

Schedule of revenue from significant customers

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	188	$	55	$	—	$	243
Commercial and other		87		131		(25)		193
Total revenues	$	275	$	186	$	(25)	$	436
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	174	$	51	$	—	$	225
Commercial and other		97		129		(14)		212
Total revenues	$	271	$	180	$	(14)	$	437
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	540	$	176	$	—	$	716
Commercial and other		270		373		(80)		563
Total revenues	$	810	$	549	$	(80)	$	1,279
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	525	$	178	$	—	$	703
Commercial and other		279		363		(43)		599
Total revenues	$	804	$	541	$	(43)	$	1,302

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Segment information (Tables)

9 Months Ended

Sep. 30, 2022

Segment information

Summary of operating performance of the reporting segments

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues:
Earth Intelligence	$	275	$	271	$	810	$	804
Space Infrastructure		186		180		549		541
Intersegment eliminations		(25)		(14)		(80)		(43)
Total revenues	$	436	$	437	$	1,279	$	1,302
Adjusted EBITDA:
Earth Intelligence	$	115	$	124	$	343	$	362
Space Infrastructure		33		14		71		29
Intersegment eliminations		(10)		(5)		(28)		(17)
Corporate and other expenses		(28)		(20)		(73)		(62)
Offset obligation fulfillment		(12)		—		(12)		—
Restructuring		(5)		—		(10)		—
Transaction and integration related expense		—		(1)		(1)		(1)
Gain on sale of asset		1		—		1		—
Depreciation and amortization		(64)		(74)		(199)		(221)
Interest expense, net		(30)		(25)		(129)		(127)
Interest income 1		1		1		2		2
Income (loss) before taxes	$	1	$	14	$	(35)	$	(35)

1 Included in Other income, net on the Unaudited Condensed Consolidated Statements of Operations.

Schedule of capital expenditures by segment

Three Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	32	$	3	$	16	$	51
Intangible assets		23		—		1		24
	$	55	$	3	$	17	$	75
Three Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	19	$	3	$	5	$	27
Intangible assets		22		—		2		24
	$	41	$	3	$	7	$	51
Nine Months Ended September 30, 2022	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	100	$	9	$	50	$	159
Intangible assets		63		—		4		67
	$	163	$	9	$	54	$	226
Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	47	$	11	$	26	$	84
Intangible assets		64		—		8		72
	$	111	$	11	$	34	$	156

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Employee benefit plans (Tables)

9 Months Ended

Sep. 30, 2022

Employee benefit plans

Summary of the components of net periodic benefit income

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest cost	$	4	$	3	$	11	$	10
Expected return on plan assets		(7)		(7)		(22)		(21)
Amortization of net loss		—		1		—		4
Expenses paid		1		1		2		2
Net periodic benefit credit	$	(2)	$	(2)	$	(9)	$	(5)

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Net (loss) income per common share (Tables)

9 Months Ended

Sep. 30, 2022

Net (loss) income per common share

Summary of calculation of basic and diluted EPS

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Weighted average number of common shares outstanding-basic		74.3		72.6		73.8		69.9
Weighted dilutive effect of equity awards		—		2.1		—		—
Weighted average number of common shares outstanding-diluted		74.3		74.7		73.8		69.9
Net (loss) income per common share:
Basic	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)
Diluted	$	(0.05)	$	0.19	$	(0.56)	$	(0.36)

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Supplemental cash flow (Tables)

9 Months Ended

Sep. 30, 2022

Supplemental cash flow

Schedule of supplemental cash flow

	Nine Months Ended
	September 30,
	2022		2021
Supplemental operating cash flow information:
Cash paid for interest	$	87	$	88
Income tax payments, net of (refunds)		(8)		(12)
Supplemental non-cash investing and financing activities:
Accrued capital expenditures		21		13
Portion of Term Loan B accounted for as a debt modification		103		—

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Trade and other receivables, net (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Trade and other receivables, net
Billed	$ 195	$ 162
Unbilled	157	143
Total trade receivables	352	305
Orbital receivables, current portion	44	49
Other	4	2
Allowance for doubtful accounts	(1)	(1)
Trade and other receivables, net	$ 399	$ 355

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Trade and other receivables, net - Orbital receivables (Details) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) customer	Dec. 31, 2021 customer
Trade and other receivables
Reduction in outstanding receivables, final milestone	$ 15
Reduction in outstanding receivables, expected orbital payments	$ 14
Allowance for Loan and Lease Losses, Period Increase (Decrease)		$ 0
Accounts Receivable | Credit Concentration Risk
Trade and other receivables
Number of customers | customer		13	13
Accounts Receivable | Credit Concentration Risk | Largest Customer
Trade and other receivables
Concentration risk, percentage		30.00%

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Trade and other receivables, net - Securitization liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Trade and other receivables, net
Current portion	$ 17	$ 16
Non-current portion	21	32
Total securitization liabilities	$ 38	$ 48

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Inventory, net (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Inventory, net
Raw materials	$ 36	$ 34
Work in process	5	6
Total	41	40
Inventory reserve	(2)	(1)
Inventory, net	$ 39	$ 39

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Property, plant and equipment, net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, plant and equipment
Property, plant and equipment, at cost	$ 1,618		$ 1,618		$ 1,480
Accumulated depreciation	(582)		(582)		(540)
Property, plant and equipment, net	1,036		1,036		940
Depreciation	20	$ 23	58	$ 67
Satellites
Property, plant and equipment
Property, plant and equipment, at cost	397		397		397
Equipment
Property, plant and equipment
Property, plant and equipment, at cost	209		209		221
Computer hardware
Property, plant and equipment
Property, plant and equipment, at cost	115		115		95
Leasehold improvements
Property, plant and equipment
Property, plant and equipment, at cost	85		85		83
Furniture and fixtures
Property, plant and equipment
Property, plant and equipment, at cost	16		16		16
Construction in process
Property, plant and equipment
Property, plant and equipment, at cost	$ 796		$ 796		$ 668

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Intangible assets (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-lived intangible assets:
Gross carrying value	$ 1,631		$ 1,631		$ 1,585
Accumulated amortization	(919)		(919)		(798)
Net carrying value	712		712		787
Amortization of intangible assets	44	$ 51	141	$ 154
Customer relationships
Finite-lived intangible assets:
Gross carrying value	615		615		615
Accumulated amortization	(223)		(223)		(190)
Net carrying value	392		392		425
Software
Finite-lived intangible assets:
Gross carrying value	446		446		379
Accumulated amortization	(179)		(179)		(152)
Net carrying value	267		267		227
Technologies
Finite-lived intangible assets:
Gross carrying value	367		367		367
Accumulated amortization	(329)		(329)		(278)
Net carrying value	38		38		89
Backlog
Finite-lived intangible assets:
Gross carrying value	86		86		107
Accumulated amortization	(86)		(86)		(89)
Net carrying value					18
Image library
Finite-lived intangible assets:
Gross carrying value	80		80		80
Accumulated amortization	(80)		(80)		(71)
Net carrying value					9
Trade names and other.
Finite-lived intangible assets:
Gross carrying value	37		37		37
Accumulated amortization	(22)		(22)		(18)
Net carrying value	$ 15		$ 15		$ 19

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Long-term debt and interest expense, net (Details) - USD ($) $ in Millions	Sep. 30, 2022	Jun. 14, 2022	Dec. 31, 2021
Long-term debt and interest expense, net
Obligations under finance leases and other	$ 5		$ 5
Debt discount and issuance costs	(102)		(39)
Total long-term debt	2,194		2,086
Current portion of long-term debt	(22)		(24)
Non-current portion of long-term debt	2,172		2,062
Revolving Credit Facility
Long-term debt and interest expense, net
Long-term debt	125
Term Loan B
Long-term debt and interest expense, net
Long-term debt	1,496	$ 1,500	1,444
9.75% 2023 Notes
Long-term debt and interest expense, net
Long-term debt			500
7.75% 2027 Notes
Long-term debt and interest expense, net
Long-term debt	500
7.54% 2027 Notes
Long-term debt and interest expense, net
Long-term debt	150		150
Deferred financing
Long-term debt and interest expense, net
Long-term debt	$ 20		$ 26

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Long-term debt and interest expense, net - Syndicated credit facility (Details) $ in Thousands			9 Months Ended
	Jun. 14, 2022 USD ($)	Jun. 25, 2020 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Long-term debt and interest expense, net
Debt modification			$ 103
Loss on debt extinguishment			53,000	$ 41,000
Syndicated Credit Facility
Long-term debt and interest expense, net
Debt instrument interest coverage ratio	2.50
Syndicated Credit Facility | Fiscal Quarter Ending On Or Prior To December 31, 2022
Long-term debt and interest expense, net
Debt instrument threshold leverage ratio	5.50
Syndicated Credit Facility | Fiscal Quarter Ending On And After March 31, 2023 Through And Including December 31, 2023
Long-term debt and interest expense, net
Debt instrument threshold leverage ratio	5.00
Syndicated Credit Facility | Fiscal Quarter Ending On Or After March 31, 2024
Long-term debt and interest expense, net
Debt instrument threshold leverage ratio	4.50
Revolving Credit Facility
Long-term debt and interest expense, net
Long-term debt			125,000
Loss on debt extinguishment	$ 1,000
Revolving Credit Facility | Maturing in June 2027
Long-term debt and interest expense, net
Maximum borrowing capacity			500,000
Revolving Credit Facility | Adjusted Base Rate | Minimum
Long-term debt and interest expense, net
Spread on variable rate	1.75%
Revolving Credit Facility | Adjusted Base Rate | Maximum
Long-term debt and interest expense, net
Spread on variable rate	2.50%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum
Long-term debt and interest expense, net
Spread on variable rate	2.75%
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum
Long-term debt and interest expense, net
Spread on variable rate	3.50%
Letter of credit
Long-term debt and interest expense, net
Maximum borrowing capacity			200,000
Letter of credit outstanding			24,000		$ 28,000
Term Loan B
Long-term debt and interest expense, net
Debt instrument periodic payment percentage	1.00%
Long-term debt	$ 1,500,000		1,496,000		1,444,000
Debt extinguishment	1,300,000
Debt modification	103,000
Loss on debt extinguishment	$ 10,000
Term Loan B | Maturing in June 2029
Long-term debt and interest expense, net
Aggregate principal amount			$ 1,500,000
Debt instrument original issue discount percent			4.50%
Term Loan B | Adjusted Base Rate | Minimum
Long-term debt and interest expense, net
Spread on variable rate	3.00%
Term Loan B | Adjusted Base Rate | Maximum
Long-term debt and interest expense, net
Spread on variable rate	3.25%
Term Loan B | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum
Long-term debt and interest expense, net
Spread on variable rate	4.00%
Term Loan B | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum
Long-term debt and interest expense, net
Spread on variable rate	4.25%
9.75% 2023 Notes
Long-term debt and interest expense, net
Unamortized deferred financing costs	$ 1,000
Debt instrument unamortized discount	$ 5,000
Long-term debt					500,000
Interest rate (as a percent)	9.75%		9.75%
Principal amount of redeemed	$ 500,000
Loss on debt extinguishment	$ 42,000
Percentage of premium paid on repurchase of notes	7.313%
Debt instrument redemption price percentage	107.313%
7.75% 2027 Notes
Long-term debt and interest expense, net
Aggregate principal amount	$ 500,000
Long-term debt			$ 500,000
Interest rate (as a percent)	7.75%		7.75%
Issue Price (as a percent)	100.00%
7.54% 2027 Notes
Long-term debt and interest expense, net
Aggregate principal amount		$ 150,000
Long-term debt			$ 150,000		$ 150,000
Interest rate (as a percent)	7.54%	7.54%	7.54%
Issue Price (as a percent)		98.25%

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Long-term debt and interest expense, net - Interest expense on long term debts and other obligations (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Interest expenses
Interest on long-term debt	$ 43	$ 33	$ 110	$ 110
Loss on debt extinguishment			53	41
Interest on orbital securitization liability		1	2	3
Imputed interest and other	2	1	2	2
Capitalized interest	(15)	(10)	(38)	(29)
Interest expense, net	$ 30	$ 25	$ 129	$ 127

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Financial instruments and fair value disclosures - Financial instruments measured at fair value (Details) - Recurring - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Assets
Orbital receivables	$ 394	$ 481
Assets fair value	416	484
Liabilities
Long-term debt	2,032	2,132
Liabilities fair value	2,032	2,136
Interest rate swaps
Assets
Derivative financial instruments	22	3
Liabilities
Derivative financial instruments		4
Level 2
Assets
Orbital receivables	394	481
Assets fair value	416	484
Liabilities
Long-term debt	2,032	2,132
Liabilities fair value	2,032	2,136
Level 2 | Interest rate swaps
Assets
Derivative financial instruments	$ 22	3
Liabilities
Derivative financial instruments		$ 4

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Financial instruments and fair value disclosures - Financial instruments recorded at carrying value (Details) - USD ($) $ in Millions				9 Months Ended	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Apr. 29, 2022	Sep. 30, 2022	Dec. 31, 2021	Jun. 22, 2022
Financial instruments and fair value disclosures
Fair value assets level 1 to level 2 transfers				$ 0	$ 0
Fair value assets level 2 to level 1 transfers				0	0
Fair value assets transfers into level 3				0	0
Fair value assets transfers out of level 3				0	0
Fair value liabilities level 1 to level 2 transfers				0	0
Fair value liabilities level 2 to level 1 transfers				0	0
Fair value liabilities transfers into level 3				0	0
Fair value liabilities transfers out of level 3				0	0
Carrying value
Financial instruments and fair value disclosures
Orbital receivables				392	417
Long-term debt excluding finance leases, deferred financing and other				2,044	$ 2,055
Interest rate swaps
Financial instruments and fair value disclosures
Maturities of interest rate swaps			$ 500
Notional amount						$ 500
Interest rate swaps | Forecast
Financial instruments and fair value disclosures
Maturities of interest rate swaps	$ 500	$ 500
Interest rate swaps | Cash flow hedges | Syndicated Credit Facility
Financial instruments and fair value disclosures
Long-term debt at variable rate				$ 1,000
Derivative, Average Fixed Interest Rate				1.71%

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Stockholders' Equity - Components of accumulated other comprehensive income (loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss)
Balance at the beginning of period			$ 1,462
Balance at the end of period	$ 1,461
Accumulated other comprehensive income (loss)
Accumulated Other Comprehensive Income (Loss)
Balance at the beginning of period	(42)	$ (42)	(53)
Other comprehensive income	10		11
Balance at the end of period	(32)	(42)	(42)
Foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss)
Balance at the beginning of period	(2)	(1)	(1)
Other comprehensive income	(1)	(1)
Balance at the end of period	(3)	(2)	(1)
Unrecognized (loss) gain on on interest rate swaps
Accumulated Other Comprehensive Income (Loss)
Balance at the beginning of period	11	10	(1)
Other comprehensive income	11	1	11
Balance at the end of period	22	11	10
Loss on pension and other postretirement plans
Accumulated Other Comprehensive Income (Loss)
Balance at the beginning of period	(51)	(51)	(51)
Balance at the end of period	$ (51)	$ (51)	$ (51)

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Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		9 Months Ended
	Mar. 22, 2021	Sep. 30, 2021
Stockholders' equity
Common stock issuance, net of transaction fees (in shares)	10
Public offering price	$ 40
Proceeds from common stock	$ 380	$ 380
Transaction fees	$ 20

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Revenues - Remaining performance obligations (Details) $ in Billions	Sep. 30, 2022 USD ($)
Revenue
Remaining performance obligation	$ 3.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue
Remaining performance obligation	$ 0.4
Expected timing of satisfaction	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue
Remaining performance obligation	$ 1.1
Expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue
Remaining performance obligation	$ 1.5
Expected timing of satisfaction	1 year

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Revenues - Contract liabilities (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Contract liabilities
Contract liabilities	$ 245	$ 289
Decrease in contract liability due to consideration received in advance	44
Earth intelligence
Contract liabilities
Contract liabilities	114	32
Space Infrastructure
Contract liabilities
Contract liabilities	$ 131	$ 257

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Revenues - Disaggregation of revenues by source (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Revenues	$ 436	$ 437	$ 1,279	$ 1,302
Product
Revenue
Revenues	161	166	469	498
Service
Revenue
Revenues	275	271	810	804
Space Infrastructure
Revenue
Orbital interest revenue	6		20
Cumulative adjustment to revenue		5		30
Space Infrastructure | Commercial Satellite Contract
Revenue
EAC adjustments on loss contracts	18	3	33	26
Operating Segments | Earth intelligence
Revenue
Revenues	275	271	810	804
Operating Segments | Earth intelligence | Service
Revenue
Revenues	275	271	810	804
Operating Segments | Space Infrastructure
Revenue
Revenues	186	180	549	541
Operating Segments | Space Infrastructure | Product
Revenue
Revenues	161	166	469	498
Intersegment eliminations
Revenue
Revenues	(25)	(14)	(80)	(43)
Intersegment eliminations | Space Infrastructure
Revenue
Revenues	$ 25	$ 14	$ 80	$ 43

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Revenues - Disaggregation of revenues on geographic location of customers (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Revenues	$ 436	$ 437	$ 1,279	$ 1,302
U.S.
Revenue
Revenues	372	363	1,062	1,058
Australia
Revenue
Revenues	5	9	38	57
Asia
Revenue
Revenues	24	25	71	67
Middle East
Revenue
Revenues	15	13	45	40
Europe
Revenue
Revenues	14	18	41	54
Canada
Revenue
Revenues	3	3	12	8
Other.
Revenue
Revenues	$ 3	$ 6	$ 10	$ 18

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Revenues - Disaggregation of revenues from significant customers (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Revenues	$ 436	$ 437	$ 1,279	$ 1,302
U.S. Federal Government and agencies
Revenue
Revenues	243	225	716	703
Commercial and other
Revenue
Revenues	$ 193	$ 212	$ 563	$ 599
Space Infrastructure | Revenue | Customer concentration risk | Commercial customer
Revenue
Concentration risk, percentage	12.00%	18.00%	11.00%	19.00%
Operating Segments | Earth intelligence
Revenue
Revenues	$ 275	$ 271	$ 810	$ 804
Operating Segments | Earth intelligence | U.S. Federal Government and agencies
Revenue
Revenues	188	174	540	525
Operating Segments | Earth intelligence | Commercial and other
Revenue
Revenues	87	97	270	279
Operating Segments | Space Infrastructure
Revenue
Revenues	186	180	549	541
Operating Segments | Space Infrastructure | U.S. Federal Government and agencies
Revenue
Revenues	55	51	176	178
Operating Segments | Space Infrastructure | Commercial and other
Revenue
Revenues	131	129	373	363
Intersegment eliminations
Revenue
Revenues	(25)	(14)	(80)	(43)
Intersegment eliminations | Commercial and other
Revenue
Revenues	(25)	(14)	(80)	(43)
Intersegment eliminations | Space Infrastructure
Revenue
Revenues	$ 25	$ 14	$ 80	$ 43

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Segment information - Operating performance (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)
Segment information
Number of reportable segments | segment			2
Total revenues	$ 436	$ 437	$ 1,279	$ 1,302
Corporate and other expenses	(28)	(20)	(73)	(62)
Offset obligation fulfillment	(12)		(12)
Restructuring	(5)		(10)
Transaction and integration related expense		(1)	(1)	(1)
Loss (gain) on sale of assets	1		1
Depreciation and amortization	(64)	(74)	(199)	(221)
Interest expense, net	(30)	(25)	(129)	(127)
Interest income	1	1	2	2
Income (loss) before taxes	1	14	(35)	(35)
Operating Segments | Earth Intelligence
Segment information
Total revenues	275	271	810	804
Adjusted EBITDA	115	124	343	362
Operating Segments | Space Infrastructure.
Segment information
Total revenues	186	180	549	541
Adjusted EBITDA	33	14	71	29
Intersegment eliminations
Segment information
Total revenues	(25)	(14)	(80)	(43)
Adjusted EBITDA	$ (10)	$ (5)	$ (28)	$ (17)

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Segment information - Capital expenditures (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment information
Capital expenditures, property, plant and equipment	$ 51	$ 27	$ 159	$ 84
Capital expenditures, intangible assets	24	24	67	72
Capital expenditures	75	51	226	156
Operating Segments | Earth Intelligence
Segment information
Capital expenditures, property, plant and equipment	32	19	100	47
Capital expenditures, intangible assets	23	22	63	64
Capital expenditures	55	41	163	111
Operating Segments | Space Infrastructure.
Segment information
Capital expenditures, property, plant and equipment	3	3	9	11
Capital expenditures	3	3	9	11
Intersegment eliminations
Segment information
Capital expenditures, property, plant and equipment	16	5	50	26
Capital expenditures, intangible assets	1	2	4	8
Capital expenditures	$ 17	$ 7	$ 54	$ 34

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Employee benefit plans - Components of net periodic benefit cost (Details) - Pension - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Employee benefit plans
Interest cost	$ 4	$ 3	$ 11	$ 10
Expected return on plan assets	(7)	(7)	(22)	(21)
Amortization of net loss		1		4
Expenses paid	1	1	2	2
Net periodic benefit credit	$ (2)	$ (2)	$ (9)	$ (5)

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Employee benefit plans - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($)
Pension | Forecast
Employee benefit plans
Expected future contribution by the employer	$ 0

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Income taxes (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income taxes
Effective income tax rate	500.00%	0.00%	(17.10%)	28.60%
U.S. federal income tax rate	21.00%	21.00%	21.00%	21.00%

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Net (loss) income per common share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net (loss) income per common share
Net (loss) income	$ (4)	$ 14	$ (41)	$ (25)
Weighted average number of common shares outstanding - basic (in shares)	74.3	72.6	73.8	69.9
Weighted dilutive effect of equity awards (in shares)		2.1
Weighted average number of common shares outstanding - diluted (in shares)	74.3	74.7	73.8	69.9
Basic net (loss) income per common share
Basic net (loss) income per common share (in dollars per share)	$ (0.05)	$ 0.19	$ (0.56)	$ (0.36)
Diluted net (loss) income per common share
Diluted net (loss) income per common share (in dollars per share)	$ (0.05)	$ 0.19	$ (0.56)	$ (0.36)

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Net (loss) income per common share - Anti-dilutive securities (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Equity awards
Earnings per common share
Antidilutive securities excluded from computation of earnings per share (in shares)	2	2	3	4

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Commitments and contingencies (Details) - USD ($) $ in Millions		9 Months Ended
	Nov. 30, 2019	Sep. 30, 2022
Commitments and Contingencies
Other Commitment		$ 12
Pending Litigation | Colorado Action
Commitments and Contingencies
Litigation settlement amount		27
Pending Litigation | Colorado Action | Other current assets
Commitments and Contingencies
Loss contingency insurance receivable		$ 27
Settled Litigation | Stockholder class action
Commitments and Contingencies
Recovery amount sought	$ 700

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Supplemental cash flow (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Supplemental operating cash flow information
Cash paid for interest	$ 87	$ 88
Income tax payments, net of (refunds)	(8)	(12)
Supplemental non-cash investing and financing activities:
Accrued capital expenditures	21	$ 13
Portion of Term Loan B accounted for as a debt modification	$ 103

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Subsequent Event (Details) - Subsequent event - Wovenware $ in Millions	Nov. 01, 2022 USD ($)
Subsequent event
Total consideration	$ 33
Term of contingent payouts based on certain operating metrics	5 years
Fair value of acquisition	$ 21