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~~quarterly period ended September 30, ~~2021~~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:~~File Number: 001-38228

Maxar Technologies Inc.


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


1300 W. 120^th 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 ⌧☒

~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.~~

As of October 27, ~~2021,~~2022, there were ~~72,662,438~~74,561,562 shares of the registrant’s common stock, at $0.0001 par value, outstanding.

Table of Contents

Maxar Technologies Inc.

Quarterly Report on Form 10-Q

For the period ended September 30, ~~2021~~2022

HIDDEN_ROW
HIDDEN ROW
Item Number
Table of Contents	Table of Contents		Table of Contents
PART I	PART I		PART I
1.	Financial Statements	3	Financial Statements	3
	Unaudited Condensed Consolidated Statements of Operations	3	Unaudited Condensed Consolidated Statements of Operations	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income	4	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Unaudited Condensed Consolidated Balance Sheets	5	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Cash Flows	6	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity	7	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	9	Notes to the Unaudited Condensed Consolidated Financial Statements	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
3.	Quantitative and Qualitative Disclosures about Market Risk	46	Quantitative and Qualitative Disclosures about Market Risk	45
4.	Controls and Procedures	46	Controls and Procedures	45
PART II	PART II		PART II
1.	Legal Proceedings	46	Legal Proceedings	46
1A.	Risk Factors	46	Risk Factors	46
2.	Unregistered Sales of Equity Securities and Use of Proceeds	71	Unregistered Sales of Equity Securities and Use of Proceeds	71
3.	Defaults Upon Senior Securities	71	Defaults Upon Senior Securities	71
4.	Mine Safety Disclosures	71	Mine Safety Disclosures	71
5.	Other Information	71	Other Information	71
6.	Exhibits	71	Exhibits	71
	Signatures	73	Signatures	74

Table of Contents

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,


2021

2020

2021

2020
Revenues:

Product

$
166

$
161

$
498

$
425
Service

271

275

804

831
Total revenues

437

436

1,302

1,256
Costs and expenses:

Product costs, excluding depreciation and amortization

144

145

448

434
Service costs, excluding depreciation and amortization

93

95

286

275
Selling, general and administrative

89

90

261

237
Depreciation and amortization

74

95

221

274
Impairment loss

—

—

—

14
Reduction of gain on sale leaseback

—

4

—

4
Operating income

37

7

86

18
Interest expense, net

25

36

127

133
Other income, net

(2)

(91)

(6)

(98)
Income (loss) before taxes

14

62

(35)

(17)
Income tax benefit

—

(22)

(10)

(22)
Equity in income from joint ventures, net of tax

—

—

—

(1)
Income (loss) from continuing operations

14

84

(25)

6
Discontinued operations:

Income from operations of discontinued operations, net of tax

—

—

—

32
Gain on disposal of discontinued operations, net of tax

—

1

—

305
Income from discontinued operations, net of tax

—

1

—

337
Net income (loss)

$
14

$
85

$
(25)

$
343

Basic net income (loss) per common share:

Income (loss) from continuing operations

$
0.19

$
1.38

$
(0.36)

$
0.10
Income from discontinued operations, net of tax

—

0.02

—

5.56
Basic net income (loss) per common share

$
0.19

$
1.40

$
(0.36)

$
5.66

Diluted net income (loss) per common share:

Income (loss) from continuing operations

$
0.19

$
1.32

$
(0.36)

$
0.10
Income from discontinued operations, net of tax

—

0.02

—

5.39
Diluted net income (loss) per common share

$
0.19

$
1.34

$
(0.36)

$
5.49


	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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions)


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Net income (loss)	$	14	$	85	$	(25)	$	343
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)		(49)		(1)		—		(2)		(1)
Reclassification of currency translation adjustment to gain on disposal of discontinued operations		—		—		—		(64)
Unrealized gain (loss) on interest rate swaps		3		7		13		(8)
Gain on pension and other postretirement benefit plans		1		—		3		1		—		1		—		3
Other comprehensive income (loss), net of tax		4		7		15		(120)
Other comprehensive income, net of tax										10		4		21		15
Comprehensive income (loss), net of tax	$	18	$	92	$	(10)	$	223	$	6	$	18	$	(20)	$	(10)

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Balance Sheets

(In millions)

September 30,

December 31,

2021

2020
Assets

Current assets:

Cash and cash equivalents

$
36

$
27
Trade and other receivables, net

365

327
Inventory, net

42

31
Advances to suppliers

17

24
Prepaid and other current assets

51

59
Total current assets

511

468
Non-current assets:


Orbital receivables, net

324

361
Property, plant and equipment, net

902

883
Intangible assets, net

812

895
Non-current operating lease assets

143

163
Goodwill

1,627

1,627
Other non-current assets

95

86
Total assets

$
4,414

$
4,483
Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$
92

$
115
Accrued liabilities

72

65
Accrued compensation and benefits

81

105
Contract liabilities

259

278
Current portion of long-term debt

18

8
Current operating lease liabilities

42

41
Other current liabilities

42

51
Total current liabilities

606

663
Non-current liabilities:

Pension and other postretirement benefits

183

192
Operating lease liabilities

136

158
Long-term debt

2,064

2,414
Other non-current liabilities

95

120
Total liabilities

3,084

3,547
Commitments and contingencies

Stockholders’ equity:

Common stock ($0.0001 par value, 240 million common shares authorized; 72.6 million and 61.2 million issued and outstanding at September 30, 2021 and December 31, 2020, respectively)

—

—
Additional paid-in capital

2,224

1,818
Accumulated deficit

(790)

(763)
Accumulated other comprehensive loss

(105)

(120)
Total Maxar stockholders' equity

1,329

935
Noncontrolling interest

1

1
Total stockholders' equity

1,330

936
Total liabilities and stockholders' equity

$
4,414

$
4,483


	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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In millions)

Nine Months Ended

September 30,

2021

2020
Cash flows (used in) provided by:

Operating activities:

Net (loss) income

$
(25)

$
343
Income from operations of discontinued operations, net of tax

—

32
Gain on disposal of discontinued operations, net of tax

—

305
(Loss) income from continuing operations

(25)

6
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Depreciation and amortization

221

274
Stock-based compensation expense

31

24
Amortization of debt issuance costs and other non-cash interest expense

11

12
Gain from remeasurement of Vricon equity interest

—

(85)
Loss from extinguishment of debt

41

7
Cumulative adjustment to SXM-7 revenue

30

—
Impairment loss

—

14
Deferred income tax expense (benefit)

2

(17)
Other

(3)

3
Changes in operating assets and liabilities:

Trade and other receivables

(33)

(3)
Accounts payable and liabilities

(57)

(35)
Contract liabilities

(20)

1
Other

(12)

(20)
Cash provided by operating activities - continuing operations

186

181
Cash used in operating activities - discontinued operations

(1)

(49)
Cash provided by operating activities

185

132
Investing activities:

Purchase of property, plant and equipment and development or purchase of software

(156)

(224)
Acquisition, net of cash acquired

—

(118)
Return of capital from discontinued operations

—

20
Cash used in investing activities - continuing operations

(156)

(322)
Cash provided by investing activities - discontinued operations

—

723
Cash (used in) provided by investing activities

(156)

401
Financing activities:

Repurchase of 2023 Notes, including premium

(384)

(169)
Net proceeds from issuance of common stock

380

—
Net proceeds from issuance of 2027 Notes

—

147
Settlement of securitization liability

(9)

(7)
Repayments of long-term debt

(7)

(523)
Other

(4)

2
Cash used in financing activities - continuing operations

(24)

(550)
Cash used in financing activities - discontinued operations

—

(24)
Cash used in financing activities

(24)

(574)
Increase (decrease) in cash, cash equivalents, and restricted cash

5

(41)
Effect of foreign exchange on cash, cash equivalents, and restricted cash

—

(5)
Cash, cash equivalents, and restricted cash, beginning of year

31

110
Cash, cash equivalents, and restricted cash, end of period

$
36

$
64

Reconciliation of cash flow information:

Cash and cash equivalents

$
36

$
60
Restricted cash included in prepaid and other current assets

—

4
Restricted cash included in other non-current assets

—

—
Total cash, cash equivalents, and restricted cash

$
36

$
64


	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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In ~~millions)~~millions, except per share amounts)

Three and nine months ended September 30, ~~2021:~~

2022:

Common Stock

Additional

Accumulated

Accumulated other

Noncontrolling

Total stockholders’

Shares

Amount

paid-in capital

Deficit

comprehensive 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


								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.~~

Statements

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In ~~millions)~~millions, except per share amounts)

Three and nine months ended September 30, ~~2020:~~2021:

Common Stock

Additional

Accumulated

Accumulated other

Noncontrolling

Total stockholders’

Shares

Amount

paid-in capital

Deficit

comprehensive income (loss)

interest

equity
Balance as of December 31, 2019

59.9

$
—

$
1,784

$
(1,064)

$
41

$
1

$
762
Common stock issued under employee stock purchase plan

0.2

—

2

—

—

—

2
Equity classified stock-based compensation expense

—

—

4

—

—

—

4
Dividends ($0.01 per common share)

—

—

—

—

—

—

—
Comprehensive loss

—

—

—

(48)

(63)

—

(111)
Balance as of March 31, 2020

60.1

$
—

$
1,790

$
(1,112)

$
(22)

$
1

$
657
Reclassification of equity classified stock-based compensation awards to liability classified

—

—

(2)

—

—

—

(2)
Equity-settled stock-based compensation recovery from disposal of discontinued operations

—

—

(1)

—

—

—

(1)
Common stock issued under employee stock purchase plan

0.2

—

1

—

—

—

1
Equity classified stock-based compensation expense

0.4

—

6

—

—

—

6
Dividends ($0.01 per common share)

—

—

—

(1)

—

—

(1)
Comprehensive income (loss)

—

—

—

306

(64)

—

242
Balance as of June 30, 2020

60.7

$
—

$
1,794

$
(807)

$
(86)

$
1

$
902
Common stock issued under employee stock purchase plan

0.2

—

2

—

—

—

2
Equity classified stock-based compensation expense

0.1

—

4

—

—

—

4
Dividends ($0.01 per common share)

—

—

—

(1)

—

—

(1)
Comprehensive income

—

—

—

85

7

—

92
Other

—

—

—

—

—

(1)

(1)
Balance as of September 30, 2020

61.0

$
—

$
1,800

$
(723)

$
(79)

$
—

$
998


								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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions of ~~United States~~ dollars, ~~except per share amounts)~~unless otherwise noted)

1.	GENERAL BUSINESS DESCRIPTION

Maxar Technologies Inc. (the “Company” or “Maxar”) is a ~~partner~~provider of comprehensive space solutions and ~~innovator in Earth Intelligence and Space Infrastructure.~~secure, precise, geospatial intelligence. Maxar ~~delivers value to~~helps government and commercial customers ~~to help them~~ 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. Unless otherwise indicated, amounts provided in the Notes to the Unaudited Condensed Consolidated Financial Statements pertain to continuing operations (See Note 3 for information on discontinued operations). 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 ~~Not Yet~~ 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 ~~expected~~ 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

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, ~~of United States dollars, except per share amounts)~~unless otherwise noted)

~~reference rates. This guidance was effective beginning on March 12, 2020,~~Overnight Financing Rate (“SOFR”) in connection with the Company's amendment and ~~the Company may elect~~restatement of its Syndicated Credit Facility (as defined below) and elected to apply the contract modification optional expedient to the amendments ~~prospectively through December 31, 2022. The Company expects that it will elect to apply some~~and consider the amendments as a continuation of the ~~expedients and exceptions in ASU 2020-04 and subsequent amendments. The Company has completed its preliminary analysis and does not expect~~existing contracts without performing an assessment that would otherwise be required under U.S. GAAP. See Note 8 for additional details regarding the ~~adoption of ASU 2020-04 and subsequent~~ amendments ~~will have a material impact on~~to the ~~Company's financial statements.~~existing interest swaps.

3.	~~DISCONTINUED OPERATIONS~~

On April 8, 2020, the Company completed the sale of its former Canadian subsidiary (“MDA Business”) to Neptune Acquisition Inc., a corporation existing under the laws of the Province of British Columbia and an affiliate of Northern Private Capital Ltd. (“MDA Purchaser”), for an aggregate purchase price of $729 million ($1.0 billion Canadian dollars) (“MDA Transaction”). ~~The Company recognized an after-tax gain on disposal of discontinued operations of $317~~ ~~million, net of $~~12 ~~million in taxes, on the MDA Transaction for the year ended December 31, 2020.~~ The operating results and cash flows related to the MDA Business are reflected as discontinued operations in the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and the Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020. There was no activity within discontinued operations for the three or nine months ended September 30, 2021.

In addition, the Company and the MDA Purchaser entered into a Transition Services Agreement pursuant to which the MDA Purchaser received certain services (“Services”). The Services were provided based on an agreed upon fee arrangement that ended on April 8, 2021.

~~Income from discontinued operations, net of tax for the MDA Business in the Unaudited Condensed Consolidated Statement of Operations consists of the following:~~

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2020¹

Revenues:

Product

$
—

$
44

Service

—

42

Total revenues

—

86

Costs and expenses:

Product costs, excluding depreciation and amortization

—

38

Service costs, excluding depreciation and amortization

—

24

Selling, general and administrative

—

13

Depreciation and amortization

—

4

Impairment loss

—

12

Operating loss

—

(5)

Interest expense, net

—

1

Other income, net²

—

(34)

Income before taxes

—

28

Income tax benefit

—

(4)

Income from operations of discontinued operations, net of tax

—

32

Gain on disposal of discontinued operations, net of tax³

1

305

Income from discontinued operations, net of tax

$
1

$
337

¹	~~For the nine months ended September 30, 2020, MDA results are presented through April 7, 2020.~~

²	~~Other income, net includes the $39 million recovery of the previously recorded liability in relation to the Company’s dispute with a customer for the nine months ended September 30, 2020.~~

³	For the three months ended September 30, 2020, the $1 million Gain on disposal of discontinued operations, net of tax, was driven by a reduction of the income tax on the gain on disposal of the MDA Business.

~~Table of Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~

4.	~~BUSINESS COMBINATION~~

~~The Company did not close any transactions qualifying as business combinations during the nine months ended September 30, 2021.~~

On July 1, 2020, the Company closed the acquisition of Vricon, Inc. (“Vricon”) by purchasing the remaining 50% ownership interest in Vricon (“Vricon Acquisition”) for $143 million or, excluding Vricon cash on hand of $23 million, for $120 million. Vricon is a global leader in satellite-derived 3D data for defense and intelligence markets, with software and products that enhance 3D mapping, Earth intelligence data, military simulation and training and precision-guided munitions. Vricon was formed as a joint venture between Maxar and Saab AB in 2015 to combine patented Saab AB intellectual property with our commercial satellite imagery to build highly accurate, immersive 3D products at scale. Prior to the closing of the acquisition, Vricon was the Company’s most significant joint venture.

To fund the Vricon Acquisition, the Company issued $150 million in aggregate principal amount of senior secured notes due 2027. See Note 9 for additional details on the issuance of the senior secured notes. As part of the acquisition agreement, Vricon’s stock-based awards vested at the time of the Vricon Acquisition were settled in cash for $26 million. The unvested awards were forfeited.

The Vricon Acquisition was achieved in stages, which required the Company to remeasure its previously held equity interest in Vricon at its acquisition date fair value. As no material control premium was determined to exist, the call option purchase price of $117 million paid in the Vricon Acquisition was used to estimate the fair value of the previously held equity interest. The Company performed a business enterprise valuation to corroborate the resulting total implied purchase consideration. This remeasurement resulted in a gain of approximately $85 million which was recorded in Other (income) expense within the Company’s Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020.

The operating results of Vricon are included in the Company’s Unaudited Condensed Consolidated Statements of Operations beginning July 1, 2020. Vricon results are consolidated within the Earth Intelligence Segment.

~~The following table presents unaudited pro forma financial information as if Vricon had been included in the Company’s financial results as of January 1, 2020, through the date of acquisition:~~

Nine Months Ended

September 30, 2020
Revenues

$
1,267
Net income

$
342

~~Purchase Price Allocation~~

The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed at the acquisition date. The fair value of the intangible assets acquired has been determined using valuation techniques that require significant judgement, including the amount and timing of future net cash flows and discount rates. During the three months ended March 31, 2021, the Company finalized the purchase price allocation related to the Vricon Acquisition. There were no adjustments from the preliminary purchase price allocation determined as of December 31, 2020.

~~Table of Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~

July 1, 2020
Call option purchase price

$
117
Fair value of existing equity interest

117
Cash settlement of equity awards

26
Purchase consideration

$
260
Assets

Cash and cash equivalents

$
23
Trade and other receivables, net

9
Property, plant and equipment, net

3
Intangible assets, net

73
Other assets

7
Total assets

$
115
Liabilities

Accounts payable

$
1
Accrued liabilities

3
Deferred income tax liability

17
Other current liabilities

6
Total liabilities

27
Fair value of net identifiable assets acquired

88
Goodwill

$
172

~~The following table summarizes the intangible assets acquired from the Vricon Acquisition by class and useful life:~~

��

Carrying value

Remaining useful life
Finite-lived intangible assets:

Backlog

$
21

2 years
Trademarks

1

1 year
Existing technology

49

9 years
Existing software

2

2 - 3 years
Total intangible assets

$
73

The goodwill of $172 million is attributable primarily to the synergies expected to be achieved from integrating Vricon with the Company’s existing capabilities. Due to the nature of the Vricon Acquisition, the Company did not receive a step-up in tax basis on the fixed assets, intangible assets or goodwill recorded in the purchase price allocation.

5.3.	TRADE AND OTHER RECEIVABLES, NET


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Billed	$	161	$	181	$	195	$	162
Unbilled		150		95		157		143
Total trade receivables		311		276		352		305
Orbital receivables, current portion		49		49		44		49
Other		5		3		4		2
Allowance for doubtful accounts		—		(1)		(1)		(1)
Trade and other receivables, net	$	365	$	327	$	399	$	355

~~Table~~The Company had orbital receivables from 13 customers for which the largest customer’s value represented 30% of ~~Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to~~ the ~~Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions~~stated current and non-current balance sheet values as of ~~United States dollars, except per share amounts)~~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 1210 for additional details regarding the adjustment to revenue.

~~As of September 30, 2021 and December 31, 2020, non-current orbital receivables, net of allowance for expected credit losses were $324 million and $361 million, respectively.~~

The Company had orbital receivables from 13 customers for which the largest customer’s value represents 21% and 19% of the stated current and non-current balance sheet values as of September 30, 2021 and December 31, 2020, respectively.

~~The~~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, ~~2021, consist of the following:~~2022.


	~~Orbital Receivables Allowance~~
~~Allowance as of December 31, 2020~~	$	~~(49)~~
~~Additions~~		0
~~Allowance as of September 30, 2021~~	$	~~(49)~~

Securitization liabilities ~~as of September 30, 2021 and December 31, 2020,~~ are as follows:


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Current portion	$	15	$	14	$	17	$	16
Non-current portion		37		47		21		32
Total securitization liabilities	$	52	$	61	$	38	$	48

64.	INVENTORY, NET


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Raw materials	$	38	$	22	$	36	$	34
Work in process		5		9		5		6
Total	$	43	$	31	$	41	$	40
Inventory reserve		(1)		—		(2)		(1)
Total inventory, net	$	42	$	31
Inventory, net					$	39	$	39

75.PROPERTY, PLANT AND EQUIPMENT, NET

1310

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, ~~of United States dollars, except per share amounts)~~unless otherwise noted)


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Satellites	$	397	$	397	$	397	$	397
Equipment		218		207		209		221
Computer hardware		96		78		115		95
Leasehold improvements		83		81		85		83
Furniture and fixtures		15		15		16		16
Construction in process¹		622		572		796		668
Property, plant and equipment, at cost		1,431		1,350		1,618		1,480
Accumulated depreciation		(529)		(467)		(582)		(540)
Property, plant and equipment, net	$	902	$	883	$	1,036	$	940

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

Depreciation expense for property, plant and equipment was ~~$23~~$20 million and ~~$24~~$23 million for the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$67~~$58 million and ~~$71~~$67 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

8.6.	INTANGIBLE ASSETS


	September 30, 2021						December 31, 2020						September 30, 2022						December 31, 2021
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer relationships	$	615	$	(179)	$	436	$	615	$	(146)	$	469	$	615	$	(223)	$	392	$	615	$	(190)	$	425
Software														446		(179)		267		379		(152)		227
Technologies		367		(260)		107		369		(211)		158		367		(329)		38		367		(278)		89
Software		366		(155)		211		298		(125)		173
Backlog		129		(104)		25		129		(79)		50		86		(86)		—		107		(89)		18
Image library		80		(68)		12		80		(58)		22		80		(80)		—		80		(71)		9
Trade names and other		37		(16)		21		38		(15)		23		37		(22)		15		37		(18)		19
Intangible assets	$	1,594	$	(782)	$	812	$	1,529	$	(634)	$	895	$	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 ~~$51~~$44 million and ~~$71~~$51 million, for the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$154~~$141 million and ~~$203~~$154 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

9.	~~LONG-TERM DEBT AND INTEREST EXPENSE~~~~, NET~~

September 30,

December 31,

2021

2020
Syndicated Credit Facility:

Term Loan B

$
1,444

$
1,444
2023 Notes

500

850
2027 Notes

150

150
Deferred financing

27

32
Debt discount and issuance costs

(42)

(57)
Obligations under finance leases and other

3

3
Total long-term debt

2,082

2,422
Current portion of long-term debt

(18)

(8)
Non-current portion of long-term debt

$
2,064

$
2,414

1411

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, ~~of United States dollars, except per share amounts)~~unless otherwise noted)

7.	LONG-TERM DEBT AND INTEREST EXPENSE, NET

~~The~~


	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 ~~December 2023~~June 2027 (“Revolving Credit Facility”) and (ii) a senior secured first lien term B facility in an ~~original~~ aggregate principal amount of ~~$2.0~~$1.5 billion maturing in ~~October 2024~~June 2029, which was issued with an original issue discount of 4.50% (“Term Loan B”).

~~The maximum consolidated debt leverage ratios permitted under~~On June 14, 2022, the Company amended the terms of the Syndicated Credit Facility ~~are 7.50x at~~pursuant to an amended and restated credit agreement (“Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement (i) replaced the ~~end~~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, ~~until~~(iii) increased the ~~fiscal quarter ending September 30, 2021, 7.25x~~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 ~~end of~~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 ~~fiscal quarter thereafter until~~case depending on the ~~quarter ending~~total Consolidated Net Debt Leverage Ratio. Starting September 30, 2022, ~~6.25x~~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.

Table of Contents

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 ~~end of each fiscal quarter thereafter until the fiscal quarter ending March 31, 2023, and 5.50x for each fiscal quarter thereafter (subject~~Company’s option, if such borrowings are in U.S. dollars, either Adjusted Term SOFR plus an applicable margin ranging from 2.75% to ~~a 0.25x reduction~~3.50% or ABR plus an applicable margin ranging from 1.75% to 2.50%, in each ~~maximum level upon~~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 ~~disposition~~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 ~~business line for greater than $500 million).~~

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. ~~As of September 30, 2021 and December 31, 2020, the~~The Company had ~~$28~~$24 million and ~~$31~~$28 million ~~respectively,~~ of issued and undrawn letters of credit outstanding under the Revolving Credit ~~Facility.~~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 ~~December 2, 2019,~~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 ~~$1.0 billion~~$500 million in aggregate principal amount of ~~9.75% Senior Secured~~7.75% 2027 Notes ~~due 2023 (“2023 Notes”). The 2023 Notes were offered and sold~~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 of 1933, as amended.~~Act. The ~~2023~~7.75% 2027 Notes were issued at a price equal to 100% of ~~98%~~their face value and are recorded as long-term debt in the consolidated financial statements. The ~~2023~~7.75% 2027 Notes bear interest at the rate of ~~9.75%~~7.75% per year, payable semi-annually in cash in arrears ~~which interest payments commenced in~~on June ~~2020.~~15 and December 15 of each year, beginning on December 15, 2022. The ~~2023~~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 ~~existing and future~~ subsidiaries that ~~guarantee~~are guarantors under the Syndicated Credit ~~Facility.~~Facility and its 7.54% 2027 Notes (as defined below).

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MAXAR TECHNOLOGIES INC.

~~On June 25, 2020, the Company repurchased $150 million aggregate principal amount of its 2023~~ Notes ~~using proceeds from the MDA Transaction. The 2023 Notes were repurchased (“2023 Notes Repurchase”) at a price of approximately 112.45% of the principal amount repurchased.~~

On March 26, 2021, the Company redeemed $350 million aggregate principal amount of its 2023 Notes using a portion of the net proceeds from an underwritten offering of 10 million shares of its common stock (“Offering”). The Company paid premiums of approximately $34 million related to ~~the early redemption. This resulted in a loss on debt extinguishment of $41 million that was recorded in the first quarter of 2021, which is included as part of Interest expense, net within~~ the Unaudited Condensed Consolidated Financial Statements ~~of Operations for the nine months ended September 30, 2021. See Note 11 for additional details on the Offering.~~

(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 of 1933, as amended.~~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 and the 2023 Notes.~~

The Company accounted for the 2027 Notes and 2023 Notes Repurchase as debt modifications. As a result, the 12.45% premium paid on the repurchase of the $150 million aggregate principal amount of 2023 Notes is accounted for as an incremental discount that is amortized over the life of the 2027 Notes. Separately, the previously incurred unamortized debt discount and debt issuance costs are amortized over the remaining life of the outstanding 2023 Notes.

Facility.

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

~~Three Months Ended September 30,~~

~~Nine Months Ended September 30,~~

~~Table of Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~


									Three Months Ended				Nine Months Ended
									September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Interest on long-term debt	$	33	$	44	$	110	$	146	$	43	$	33	$	110	$	110
Loss on debt extinguishment		—		—		41		7		—		—		53		41
Interest on orbital securitization liability		1		1		3		4		—		1		2		3
Imputed interest and other		1		2		2		2		2		1		2		2
Interest expense on advance payments from customers		—		—		—		3
Capitalized interest		(10)		(11)		(29)		(29)		(15)		(10)		(38)		(29)
Interest expense, net	$	25	$	36	$	127	$	133	$	30	$	25	$	129	$	127

~~10.~~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, 2021								Recurring Fair Value Measurements as of September 30, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Orbital receivables ¹									$	—	$	394	$	—	$	394
Interest rate swaps	$	—	$	1	$	—	$	1		—		22		—		22
	$	—	$	1	$	—	$	1	$	—	$	416	$	—	$	416
Liabilities
Interest rate swaps	$	—	$	8	$	—	$	8
Long-term debt¹		—		2,138		—		2,138
Long-term debt ²									$	—	$	2,032	$	—	$	2,032
	$	—	$	2,146	$	—	$	2,146	$	—	$	2,032	$	—	$	2,032


	Recurring Fair Value Measurements as of December 31, 2020								Recurring Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Orbital receivables ¹									$	—	$	481	$	—	$	481
Interest rate swaps										—		3		—		3
									$	—	$	484	$	—	$	484
Liabilities
Interest rate swaps	$	—	$	20	$	—	$	20	$	—	$	4	$	—	$	4
Long-term debt¹		—		2,556		—		2,556
Long-term debt ²										—		2,132		—		2,132
	$	—	$	2,576	$	—	$	2,576	$	—	$	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.

Long-term debt excludes ~~finance leases,~~ 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 ~~$2,052~~$2,044 million and ~~$2,387~~$2,055 million atas of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The carrying value of borrowings under the Revolving Credit Facility approximates their fair value.

InOn April ~~2021,~~29, 2022, $500 million of the Company’s interest rate swaps matured. On June ~~15, 2021,~~22, 2022, the Company entered into SOFR interest rate swaps athaving 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 ~~amount~~ of ~~$1.0~~$1 billion of the Company’s

~~Table of Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~

variable rate long-term debt is fixed at an average one-month SOFR rate of ~~1.43%~~1.71% (excluding the margin specified in the Syndicated Credit Facility). pursuant to the Company’s outstanding interest rate swaps. In ~~both April 2022~~each of June 2023 and June ~~2023,~~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 0no transfers into or out of each of the levels of the fair value hierarchy during the periods ended September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

11.9.

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 ~~Offering~~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.

As of December 31, 2020, the Company had 2.4 million shares authorized and 0 shares outstanding of the Series A Preferred Stock. On May 17, 2021, the Company filed a Certificate of Elimination of Series A Junior Participating Preferred Stock with the Delaware Secretary of State, thereby removing the Certificate of Designations of the Series A Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation. Therefore, as of September 30, 2021, the Company had 0 shares authorized and 0 shares outstanding of the Series A Preferred Stock.

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

Foreign Currency Translation Adjustments

Unrealized Loss on Interest Rate Swaps

Loss on Pension and Other Postretirement Plans

Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2020

$
1

$
(20)

$
(101)

$
(120)
Other comprehensive (loss) income

(1)

6

1

6
Tax benefit (expense)

—

—

—

—
Balance as of March 31, 2021

$
—

$
(14)

$
(100)

$
(114)
Other comprehensive income

—

4

1

5
Tax benefit (expense)

—

—

—

—
Balance as of June 30, 2021

$
—

$
(10)

$
(99)

$
(109)
Other comprehensive income

—

3

1

4
Tax benefit (expense)

—

—

—

—
Balance as of September 30, 2021

$
—

$
(7)

$
(98)

$
(105)

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~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~

~~12.~~10.

REVENUES

OnAs of September 30, ~~2021,~~2022, the Company had ~~$2.1~~$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~~ $1.1billion and ~~$0.6~~ $1.5 billion for the remaining three months ~~ended~~ending December 31, ~~2021,~~2022, the year ending December 31, ~~2022~~2023 and thereafter, respectively.

Contract liabilities by segment are as follows:

As of September 30, 2021

Earth Intelligence

Space Infrastructure

Total
Contract liabilities

$
34

$
225

$
259

As of December 31, 2020

Earth Intelligence

Space Infrastructure

Total
Contract liabilities

$
45

$
234

$
279


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 on commercial contracts in both the Earth Intelligence and Space Infrastructure segments. The Company did not have a balance for non-current contract liabilities at September 30, 2021. The Company had $1 million of non-current contract liabilities at December 31, 2020. Non-current contract liabilities are included in Other non-current liabilities on the Unaudited Condensed Consolidated Balance Sheets.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, ~~of United States dollars, except per share amounts)~~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		Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	166	$	—	$	166	$	—	$	166	$	—	$	166
Service revenues		271		—		—		271		271		—		—		271
Intersegment		—		14		(14)		—		—		14		(14)		—
	$	271	$	180	$	(14)	$	437	$	271	$	180	$	(14)	$	437

Three Months Ended September 30, 2020	Earth Intelligence		Space Infrastructure		Eliminations		Total
Nine Months Ended September 30, 2022									Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	161	$	—	$	161	$	—	$	469	$	—	$	469
Service revenues		274		1		—		275		810		—		—		810
Intersegment		—		19		(19)		—		—		80		(80)		—
	$	274	$	181	$	(19)	$	436	$	810	$	549	$	(80)	$	1,279

Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total		Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	498	$	—	$	498	$	—	$	498	$	—	$	498
Service revenues		804		—		—		804		804		—		—		804
Intersegment		—		43		(43)		—		—		43		(43)		—
	$	804	$	541	$	(43)	$	1,302	$	804	$	541	$	(43)	$	1,302

Nine Months Ended September 30, 2020	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	425	$	—	$	425
Service revenues		823		8		—		831
Intersegment		—		64		(64)		—
	$	823	$	497	$	(64)	$	1,256

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 ~~three and~~ nine months ended September 30, ~~2021, respectively, as compared to $8 million~~2022 and ~~$22 million for the three and nine months ended September 30, 2020,~~2021 related to these contracts, which is included in product ~~revenues.~~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 ~~of accounting~~ to measure progress. Under the cost-to-cost method, ~~of accounting,~~ 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 ~~cost~~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, ~~of United States dollars, except per share amounts)~~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 ~~related~~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. In addition to the cumulative adjustment recognized for the nine months ended September 30, 2021, incremental costs of $3 million were incurred related to the SXM-7 recovery efforts during the first quarter of 2021. See Note 53 for additional details regarding the adjustment to trade and other receivables.

The Company did not incur COVID-19 related EAC growth during the three and nine months ended September 30, 2021, compared to $3 million and $27 million of COVID-19 related EAC growth incurred for the three and nine months ended September 30, 2020, respectively.

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 ~~$3 million and $26 million in~~ EAC adjustments on loss contracts ~~during~~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, ~~2021, respectively. The Company recorded $6 million~~2022 and $42 million in EAC adjustments on a commercial satellite loss contract which included significant development efforts further delayed by COVID-19 for the three and nine months ended September 30, 2020,2021, respectively.

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

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020
United States
$
363

$
358

$
1,058

$
1,016
Asia

25

25

67

75
Australia

9

9

57

26
Europe

18

25

54

67
Middle East

13

12

40

38
South America

6

4

13

19
Other

3

3

13

15
Total revenues
$
437

$
436

$
1,302

$
1,256


	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

2018

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, ~~of United States dollars, except per share amounts)~~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		Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	174	$	51	$	—	$	225	$	174	$	51	$	—	$	225
Commercial and other		97		129		(14)		212		97		129		(14)		212
Total revenues	$	271	$	180	$	(14)	$	437	$	271	$	180	$	(14)	$	437

Three Months Ended September 30, 2020	Earth Intelligence		Space Infrastructure		Eliminations		Total
Nine Months Ended September 30, 2022									Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	198	$	69	$	—	$	267	$	540	$	176	$	—	$	716
Commercial and other		76		112		(19)		169		270		373		(80)		563
Total revenues	$	274	$	181	$	(19)	$	436	$	810	$	549	$	(80)	$	1,279

Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Eliminations		Total		Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	525	$	178	$	—	$	703	$	525	$	178	$	—	$	703
Commercial and other		279		363		(43)		599		279		363		(43)		599
Total revenues	$	804	$	541	$	(43)	$	1,302	$	804	$	541	$	(43)	$	1,302

Nine Months Ended September 30, 2020	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	600	$	208	$	—	$	808
Commercial and other		223		289		(64)		448
Total revenues	$	823	$	497	$	(64)	$	1,256

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 ~~three and~~ nine months ended September 30, 2022 and 2021, respectively. ~~The revenues from this commercial customer in the Space Infrastructure segment were less than 10%~~ ~~of the Company’s total revenues for the three and nine months ended September 30, 2020.~~

~~13.~~11.

SEGMENT INFORMATION

The Company’s business is organized into 2two reportable segments: Earth Intelligence and Space Infrastructure. The Earth Intelligence reportable segment is a supplier of high-resolution, ~~space-based optical~~high accuracy Earth imagery and ~~radar imagery products~~other geospatial data sourced from the Company’s advanced satellite constellation and ~~analytics.~~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 ~~provider~~supplier of ~~Space Infrastructure that designs, builds, integrates~~space-based infrastructure, robotics, subsystems and ~~tests~~information solutions ~~for space-based communication satellites, on-orbit servicing, robotic assembly~~to satellite operators and ~~space exploration.~~government agencies.

The Company’s Chief Operating Decision Maker ~~(“CODM”)~~ 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, ~~satellite~~ insurance ~~recovery,~~recoveries, gain (loss) on sale of assets, ~~CEO severance~~(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.~~

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, ~~of United States dollars, except per share amounts)~~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 September 30,

Nine Months Ended September 30,

2021

2020
2021

2020
Revenues:








Earth Intelligence
$
271

$
274

$
804

$
823
Space Infrastructure

180

181

541

497
Intersegment eliminations

(14)

(19)

(43)

(64)
Total revenues
$
437

$
436

$
1,302

$
1,256


	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)

Adjusted EBITDA:

Earth Intelligence
$
124

$
128

$
362

$
407
Space Infrastructure

14

12

29

(16)
Intersegment eliminations

(5)

(7)

(17)

(21)
Corporate and other expenses

(20)

(21)

(62)

(43)
Transaction and integration related expense

(1)

(2)

(1)

(6)
Impairment loss

—

—

—

(14)
Reduction of gain on sale leaseback

—

(4)

—

(4)
Gain on remeasurement of Vricon equity interest¹

—

85

—

85
Depreciation and amortization

(74)

(95)

(221)

(274)
Interest expense, net

(25)

(36)

(127)

(133)
Interest income ²

1

2

2

3
Equity in income from joint ventures, net of tax

—

—

—

(1)
Income (loss) from continuing operations before taxes
$
14

$
62

$
(35)

$
(17)

¹As a result of the Vricon Acquisition, the Company was required to remeasure its previously held equity interest in Vricon at its acquisition date fair value which resulted in a gain of $85 million for the three and nine months ended September 30, 2020. The gain is included in Other (income) expense, net on the Unaudited Condensed Consolidated Statements of Operations.

²	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, ~~of United States dollars, except per share amounts)~~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		Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	19	$	3	$	5	$	27	$	19	$	3	$	5	$	27
Intangible assets		22		—		2		24		22		—		2		24
	$	41	$	3	$	7	$	51	$	41	$	3	$	7	$	51

Three Months Ended September 30, 2020	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Nine Months Ended September 30, 2022									Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	53	$	6	$	11	$	70	$	100	$	9	$	50	$	159
Intangible assets		23		—		3		26		63		—		4		67
	$	76	$	6	$	14	$	96	$	163	$	9	$	54	$	226

Nine Months Ended September 30, 2021	Earth Intelligence		Space Infrastructure		Corporate and eliminations		Total		Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	47	$	11	$	26	$	84	$	47	$	11	$	26	$	84
Intangible assets		64		—		8		72		64		—		8		72
	$	111	$	11	$	34	$	156	$	111	$	11	$	34	$	156

Nine Months Ended September 30, 2020	Earth Intelligence		Space Infrastructure		Corporate and eliminations		Total
Capital expenditures:
Property, plant and equipment	$	115	$	14	$	29	$	158
Intangible assets		59		—		7		66
	$	174	$	14	$	36	$	224

Substantially all of the Company’s long-lived tangible assets were in the United States as of September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

~~14.~~12.

EMPLOYEE BENEFIT PLANS

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


									Three Months Ended				Nine Months Ended
	Three Months Ended September 30,				Nine Months Ended September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Interest cost	$	3	$	4	$	10	$	13	$	4	$	3	$	11	$	10
Expected return on plan assets		(7)		(7)		(21)		(20)		(7)		(7)		(22)		(21)
Amortization of net loss		1		—		4		1		—		1		—		4
Expenses paid		1		1		2		2		1		1		2		2
Net periodic benefit income	$	(2)	$	(2)	$	(5)	$	(4)
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, ~~of United States dollars, except per share amounts)~~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 ~~December 2020,~~2021, the Company ~~prefunded approximately $16 million~~elected to ~~its qualified pension plan. Due~~take advantage of certain provisions of the American Rescue Plan Act of 2021 and due to the ~~December 2020 prefunding,~~Company’s election, there are 0no required contributions for the Company’s qualified pension plan for the year ending December 31, ~~2021.~~2022.

~~15.~~13.

INCOME TAXES

For the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, the effective tax rate on ~~pre-tax income from continuing operations~~Income before taxes was 0%500.0% and ~~(35.5)%~~0%, respectively. For the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, the effective tax rate on ~~pre-tax loss from continuing operations~~(Loss) before taxes was ~~28.6%~~(17.1)% and ~~129.4%~~28.6%, respectively. The effective tax rates for the three and nine months ended September 30, ~~2021 and 2020~~2022 differ from the statutory U.S. federal income tax rate of 21.0% primarily due to ~~the release of a $17 million~~estimated permanent differences, changes in valuation allowance ~~related~~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 ~~the deferred tax liability recorded in connection with the Vricon Acquisition on July 1, 2020,~~ a change in the estimated ~~2020 Base Erosion and Anti-Abuse Tax~~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, ~~of United States dollars, except per share amounts)~~unless otherwise noted)

~~16.~~14.

NET (LOSS) INCOME ~~(LOSS)~~ PER COMMON SHARE

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

Three Months Ended September 30,

Nine Months Ended September 30,


2021

2020

2021

2020

Income (loss) from continuing operations

$
14

$
84

$
(25)

$
6
Income from discontinued operations, net of tax

—

1

—

337
Net income (loss)

$
14

$
85

$
(25)

$
343

Weighted average number of common shares outstanding-basic

72.6

61.0

69.9

60.6
Weighted dilutive effect of equity awards

2.1

2.4

—

1.9
Weighted average number of common shares outstanding-diluted

74.7

63.4

69.9

62.5

Basic net income (loss) per common share:

Income (loss) from continuing operations

$
0.19

$
1.38

$
(0.36)

$
0.10
Income from discontinued operations, net of tax

—

0.02

—

5.56
Basic net income (loss) per common share

$
0.19

$
1.40

$
(0.36)

$
5.66

Diluted net income (loss) per common share:

Income (loss) from continuing operations

$
0.19

$
1.32

$
(0.36)

$
0.10
Income from discontinued operations, net of tax

—

0.02

—

5.39
Diluted net income (loss) per common share

$
0.19

$
1.34

$
(0.36)

$
5.49

The weighted average number of common shares outstanding for the three and nine months ended September 30, 2021 includes 10 million shares of the Company’s common stock issued in connection with the Offering completed on March 22, 2021. See Note 11 for further details.


	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, ~~2021~~2022 and ~~2020,~~2021, approximately 2 million ~~and 1 million~~shares subject to awards ~~respectively,~~ and for the nine months ended September 30, 2022 and 2021, approximately 3 million and ~~2020, approximately~~ 4 million ~~and 1 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.

~~17.~~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

~~Table of Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~

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 ~~of accounting~~ 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

Table of Contents

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.

~~Risks and uncertainties~~In the third quarter of 2022, the Company recorded a $12 million liability related to ~~COVID-19~~

the satisfaction of an offset obligation incurred by the Company as a result of conducting business in a foreign country. The ~~near and long-term impacts~~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 ~~current pandemic on~~third quarter of 2022 an agreement was reached to satisfy the ~~cost and schedule of the numerous programs~~Company’s offset obligation in the ~~Company’s existing backlog and the timing~~foreign country by making a total of ~~new awards remain uncertain. The Company is observing stress~~$12 million in ~~its supplier base inside and outside the U.S. and will continue~~cash payments from November 2022 to monitor and assess the actual and potential COVID-19 impacts on employees, customers, suppliers and the productivity of the work being done, all of which to some extent will affect revenues, estimated costs to complete projects, earnings and cash flow.January 2024. The Company has ~~received some force majeure claims from suppliers related to COVID-19; however, at this time~~recorded the ~~Company does not expect~~current portion of the ~~claims to result in~~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 ~~material financial impact.~~$12 million expense within Other expense (income), net on the Company’s Unaudited Condensed Consolidated Statements of Operations.

In many instances, COVID-19 represents a force majeure event and as such, the Company has notified certain customers that it will be exercising its legal rights, and in some instances the Company has made claims exercising such rights, given the uncertain nature of the current pandemic and the near and long-term impacts on the cost and schedule of the numerous programs in the existing backlog.

~~Table of Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~

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. ~~Also, in~~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

Table of Contents

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, which~~proceeding. By order dated September 23, 2021, the action against KPMG LLP was discontinued. On March 10, 2022, the plaintiffs’ motion ~~is currently pending.~~for leave and certification was dismissed. The ~~Company believes that these cases are without merit~~plaintiffs have not appealed the dismissal and ~~intends to vigorously defend against them.~~ 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. ~~I9CV35070~~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 ~~of 1933~~ 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. ~~(the “DigitalGlobe~~(“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 ~~believes that this lawsuit is without merit and~~ intends to vigorously defend against ~~it.~~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.

~~Table of Contents~~

~~MAXAR TECHNOLOGIES INC.~~

~~Notes to the Unaudited Condensed Consolidated Financial Statements~~

~~(Tabular amounts in millions of United States dollars, except per share amounts)~~

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 maintains insurance policies for settlements and judgments, as well as legal defense costs, for lawsuits such as those described in the preceding paragraphs.~~ 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 ~~has established~~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

Table of Contents

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.

~~18.~~16.

SUPPLEMENTAL CASH FLOW

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


	Nine Months Ended September 30,				Nine Months Ended
	2021		2020		September 30,
Supplemental cash flow information:
					2022		2021
Supplemental operating cash flow information:
Cash paid for interest	$	88	$	127	$	87	$	88
Income tax refunds		13		—
Income tax payments, net of (refunds)						(8)		(12)
Supplemental non-cash investing and financing activities:
Accrued capital expenditures		13		13		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 ~~management’s discussion and analysis (“MD&A”)~~Quarterly Report on Form 10-Q contains “forward-looking statements” as defined in Section 27A of the ~~United States~~U.S. Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the ~~United States~~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. ~~The absence of these words, however, does not mean that the statements are not forward-looking.~~

These forward-looking statements are based on ~~our~~management’s current expectations ~~beliefs~~ and assumptions ~~concerning~~based on information currently known to us and our projections of the future, ~~developments~~about which we cannot be certain. Forward-looking statements are subject to various risks and ~~business conditions and their potential effect~~uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this Quarterly Report on ~~us. While management believes that these~~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 ~~are reasonable as and when made, there~~because we can begive no assurance that ~~future developments affecting us~~they will prove to be ~~those that we anticipate.~~

~~All of our forward-looking statements involve risks~~accurate. Risks and uncertainties ~~(some of which are significant or beyond our control) and assumptions~~ that could cause actual results to differ materially from ~~our historical experience and our present~~current expectations ~~or projections. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements~~ include those set forth in Part II, Item 1A, “Risk Factors” and elsewhere in this MD~~&A. We caution you not~~&A, as such risks and uncertainties may be updated or superseded from time to ~~place undue reliance on any~~time by subsequent reports we file with the Securities and Exchange Commission. The forward-looking statements ~~which~~contained in this Quarterly Report on Form 10-Q speak only as of the date ~~hereof.~~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 ~~partner~~provider of comprehensive space solutions and ~~innovator in Earth Intelligence and Space Infrastructure.~~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, ~~contractual obligations,~~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, ~~2020,~~2021, are substantially unchanged.

RECENT DEVELOPMENTS

~~Common stock offering~~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

~~On March 22, 2021, we completed an underwritten public offering of 10 million shares~~

In October 2022, as part of our ~~common stock at a public offering price of $40 per share (“Offering”). We received proceeds of $380 million, net of $20 million of transaction fees. The underwriters did not exercise~~annual update, we re-evaluated the ~~option to purchase an additional 1.5 million shares~~depreciable lives of our ~~common stock prior~~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 ~~expiration~~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 ~~option.~~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 ~~March 26, 2021,~~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 ~~$350~~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”) ~~using~~. The 9.75% 2023 Notes were redeemed at a ~~portion~~price of 107.313% of the ~~net proceeds from the Offering. Additionally, we paid premiums of approximately $34 million related to the early redemption.~~principal amount thereof, plus accrued but unpaid interest.

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~~COVID-19 operational posture and current impact~~Concurrent amendment to Syndicated Credit Facility

~~We continue~~On June 14, 2022, we amended the terms of our senior secured Syndicated Credit Facility (“Syndicated Credit Facility”) pursuant to ~~monitor~~an amended and ~~adapt our pandemic crisis response plan, while maintaining a focus on the protection~~restated credit agreement (“Amended and Restated Credit Agreement”). The Syndicated Credit Facility is composed of the ~~health~~Revolving Credit Facility and ~~safety~~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 ~~our employees, families, customers~~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 ~~communities. All our locations continue to operate through a combination~~(iv) permitted the issuance of ~~work from home and personnel working on-site, though in some cases capacity utilization and productivity are below normalized levels. We are observing stress in our supplier base inside and outside~~ the ~~U.S. and will continue to monitor and assess the actual and potential COVID-19 impacts on employees, customers, suppliers~~7.75% 2027 Notes and the ~~productivity~~redemption of the ~~work being done, all~~9.75% 2023 Notes. The Amended and Restated Credit Agreement also extended the maturity date of ~~which~~the senior secured first lien revolving credit facility (“Revolving Credit Facility”) to ~~some extent will affect revenues, estimated costs~~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 ~~complete projects, earnings and cash flow. Our results~~the maturity date of ~~operations~~the 7.75% 2027 Notes (“Springing Maturity Date”), the maturity date for the ~~three and nine months ended September 30, 2021, were not materially impacted by COVID-19.~~

We are in the process of complying with the September 9, 2021 Presidential Executive Order on “Ensuring Adequate COVID Safety Protocols for Federal Contractors” which requires federal contractors and subcontractors to comply with COVID-19 safety protocols, including a requirement that U.S. based employees be fully vaccinated against COVID-19 by December 8, 2021. Exceptions to the federal vaccine requirementRevolving Credit Facility will be ~~limited~~the Springing Maturity Date, and extended the maturity date of Term Loan B to ~~team members who~~June 14, 2029; provided that if the 7.75% 2027 Notes are ~~legally entitled to a medical or religious exemption that can~~not repaid in full by the Springing Maturity Date, the maturity date for the Term Loan B will be ~~reasonably accommodated. All U.S. Maxar employees who do not qualify for an exemption and accommodation are required to comply with~~ the ~~requirements, including our remote employees. While we expect employee submission of proof of vaccination to continue through December 8, 2021, to~~maturity date we have received evidence that approximately 92% of our U.S. based employees have been vaccinated. It is uncertain to what extent compliance with the vaccine mandate may result in employee turnover for us or our suppliers. If turnover is significant, our operations and ability to execute on our contracts could be adversely affected. We will continue to monitor and comply with any potential changes to COVID-19 government requirements.

~~WorldView Legion satellites update~~

We encountered certain issues with component suppliers and subsystems (including software, integration and testing) related to our WorldView Legion satellites, which led to delays from our expected timetable. We have resolved some of the supplier issues and continue to make progress on the other issues identified. We currently expect the first launch timeframe of our WorldView Legion satellites to be between March and June of 2022. We continue to expect the remainder of the WorldView Legion satellites to launch three to six months after the first.7.75% 2027 Notes.

SEGMENT RESULTS

Our Chief Operating Decision Maker ~~(“CODM”)~~ 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 ~~20 years~~over two decades and ~~125~~approximately 137 petabytes of imagery over our history (referred to as our ~~“ImageLibrary”~~“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. ~~Our principal customers~~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 ~~are U.S.~~through the EOCL Contract, EnhancedView Contract, Global Enhanced GEOINT Delivery and ~~other international government agencies (primarily defense~~One World Terrain programs and ~~intelligence agencies), as well as a wide variety of commercial customers in multiple markets. We are a market leader in~~various classified and unclassified contract vehicles. In the commercial satellite Earth observation ~~industry.~~

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 ~~developers, analysts and data scientists provide~~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.

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Space Infrastructure

In the Space Infrastructure segment, we ~~design, build, integrate and test~~provide solutions for ~~space-based~~ communications, ~~satellites,~~ 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. We provide advanced, reliable and affordable spacecraft that enable our commercial customers to deliver valuable global services. We are successfully partnering with the U.S. government in new space opportunities leveraging our high-performance spacecraft subsystems. Our principal customers in the Space Infrastructure segment are commercial satellite operators and government agencies worldwide.

~~RESULTS OF OPERATIONS~~

Three Months Ended
September 30,

$

%

Nine Months Ended
September 30,

$

%


2021

2020

Change

Change

2021

2020

Change

Change

($ millions)

Revenues:

Product

$
166

$
161

$
5

3
%
$
498

$
425

$
73

17
%
Service

271

275

(4)

(1)

804

831

(27)

(3)

Total revenues

437

436

1

0

$
1,302

$
1,256

$
46

4
%
Costs and expenses:

Product costs, excluding depreciation and amortization

144

145

(1)

(1)

448

434

14

3

Service costs, excluding depreciation and amortization

93

95

(2)

(2)

286

275

11

4

Selling, general and administrative

89

90

(1)

(1)

261

237

24

10

Depreciation and amortization

74

95

(21)

(22)

221

274

(53)

(19)

Impairment loss

—

—

—

*

—

14

(14)

(100)

Reduction of gain on sale leaseback

—

4

(4)

(100)

—

4

(4)

(100)

Operating income

$
37

$
7

$
30

*
%
$
86

$
18

$
68

*
%
Interest expense, net

25

36

(11)

(31)

127

133

(6)

(5)

Other income, net

(2)

(91)

89

(98)

(6)

(98)

92

(94)

Income (loss) before taxes

$
14

$
62

$
(48)

(77)
%
$
(35)

$
(17)

$
(18)

106
%
Income tax benefit

—

(22)

22

(100)

(10)

(22)

12

(55)

Equity in income from joint ventures, net of tax

—

—

—

*

—

(1)

1

(100)

Income (loss) from continuing operations

14

84

(70)

(83)

$
(25)

$
6

$
(31)

*

Discontinued operations:

Income from operations of discontinued operations, net of tax

—

—

—

*

—

32

(32)

(100)

Gain on disposal of discontinued operations, net of tax

—

1

(1)

(100)

—

305

(305)

(100)

Income from discontinued operations, net of tax

—

1

(1)

(100)

—

337

(337)

(100)

Net income (loss)

$
14

$
85

$
(71)

(84)
%
$
(25)

$
343

$
(368)

(107)
%

* Not meaningful. Our approach combines proven success gained over six decades in the industry with the nimbleness and agility of a smaller space company.

3130

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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
	Three Months Ended September 30,					$	%		Nine Months Ended September 30,					$	%		September 30,				$		%		September 30,				$		%
	2021		2020			Change	Change		2021		2020			Change	Change		2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Product revenues	$	166	$	161	$	5	3	%	$	498	$	425	$	73	17	%	$	161	$	166	$	(5)	(3)	%	$	469	$	498	$	(29)	(6)	%
Service revenues		271		275		(4)	(1)			804		831		(27)	(3)			275		271		4	1			810		804		6	*
Total revenues	$	437	$	436	$	1	0	%	$	1,302	$	1,256	$	46	4	%	$	436	$	437	$	(1)	*	%	$	1,279	$	1,302	$	(23)	(2)	%

* Not meaningful.

Total revenues remained relatively ~~unchanged as they increased to $437 million from~~flat and were $436 ~~million, or by $1~~ million for the three months ended September 30, ~~2021,~~2022, compared to $437 million for the same period of ~~2020. Revenue in our Earth Intelligence segment was inclusive of a $20 million decrease in the recognition of deferred revenue related to the EnhancedView Contract.~~2021.

Total revenues ~~increased~~decreased to ~~$1,302~~$1,279 million from ~~$1,256~~$1,302 million, or by ~~$46~~$23 million, for the nine months ended September 30, ~~2021,~~2022, compared to the same period of ~~2020.~~2021. The ~~increase~~decrease in revenues was ~~primarily~~ driven by a decrease in product revenues within our Space Infrastructure segment partially offset by an increase in ~~revenue in the Space Infrastructure segment. The increase was partially offset by a decrease in revenue in~~service revenues within our Earth Intelligence ~~segment inclusive of an $80 million decrease in the recognition of deferred revenue related to the EnhancedView Contract.~~segment.

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

See Note ~~12,~~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
	Three Months Ended September 30,					$	%		Nine Months Ended September 30,					$	%		September 30,				$		%		September 30,				$		%
	2021		2020			Change	Change		2021		2020			Change	Change		2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Product costs, excluding depreciation and amortization	$	144	$	145	$	(1)	(1)	%	$	448	$	434	$	14	3	%	$	125	$	144	$	(19)	(13)	%	$	380	$	448	$	(68)	(15)	%
Service costs, excluding depreciation and amortization		93		95		(2)	(2)			286		275		11	4			95		93		2	2			280		286		(6)	(2)
Total costs	$	237	$	240	$	(3)	(1)	%	$	734	$	709	$	25	4	%	$	220	$	237	$	(17)	(7)	%	$	660	$	734	$	(74)	(10)	%

Total costs of product and services decreased to ~~$237~~$220 million from ~~$240~~$237 million, or by $3$17 million, for the three months ended September 30, ~~2021,~~2022, compared to the same period of ~~2020.~~ 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 ~~service costs within our Earth Intelligence segment and a decrease in~~ product costs within our Space Infrastructure ~~segment.~~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	%

~~Total~~

Selling, general and administrative costs ~~of product and services~~ increased to ~~$734~~$110 million from ~~$709~~$89 million, or by ~~$25~~$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, ~~2021,~~2022, compared to the same period of ~~2020.~~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 anincreases in or reassignment of personnel, annual merit increases, increases in headcount and increases in fringe benefits and a $4 million increase in ~~product costs within our Space Infrastructure segment and an increase in service costs within our Earth Intelligence segment.~~

~~Selling, general and administrative~~

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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Selling, general and administrative costs remained relatively unchanged as they decreased to $89 million from $90 million, or by $1 million, for the three months ended September 30, 2021, compared to the same period of 2020.

Selling, general and administrative costs increased to $261 million from $237 million, or by $24 million, for the nine months ended September 30, 2021, compared to the same period of 2020. The increase was primarily due to an increase in labor related expenses of $13 million, an increase in stock-based compensation expense of $7 million and an increase in other expenses of $4 million. The increase in labor related expenses was primarily driven by an increase in headcount and employee compensation. Stock-based compensation expense increased primarily due to a higher stock price which increased the fair market value of equity awards granted in addition to the incremental expense related to liability classified awards for the nine months ended September 30, 2021.

Depreciation and amortization


																	Three Months Ended								Nine Months Ended
	Three Months Ended September 30,					$	%		Nine Months Ended September 30,					$	%		September 30,				$		%		September 30,				$		%
	2021		2020			Change	Change		2021		2020			Change	Change		2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Property, plant and equipment	$	23	$	24	$	(1)	(4)	%	$	67	$	71	$	(4)	(6)	%	$	20	$	23	$	(3)	(13)	%	$	58	$	67	$	(9)	(13)	%
Intangible assets		51		71		(20)	(28)			154		203		(49)	(24)			44		51		(7)	(14)			141		154		(13)	(8)
Depreciation and amortization expense	$	74	$	95	$	(21)	(22)	%	$	221	$	274	$	(53)	(19)	%	$	64	$	74	$	(10)	(14)	%	$	199	$	221	$	(22)	(10)	%

Depreciation and amortization expense decreased to ~~$74~~$64 million from ~~$95~~$74 million, or by ~~$21~~$10 million, for the three months ended September 30, ~~2021,~~2022, compared to the same period of ~~2020.~~ 2021. The decrease was primarily driven by a decrease in amortization expense ~~for backlog acquired as part of the acquisition of DigitalGlobe, Inc. on October 5, 2017. We recognized a full quarter of amortization expense for the three months ended September 30, 2020, compared~~related to ~~none for the three months ended September 30, 2021, as all of the U.S. government acquired backlog was~~intangible assets that were fully amortized ~~as of October 2020.~~

~~Depreciation~~in 2021 and ~~amortization expense decreased to $221 million from $274 million, or by $53 million, for the nine months ended September 30, 2021, compared to the same period of 2020.~~ The decrease was primarily driven by a decrease in amortization expense for backlog acquired as part of the acquisition of DigitalGlobe, Inc. on October 5, 2017. We recognized three full quarters of amortization expense for the nine months ended September 30, 2020, compared to none for the nine months ended September 30, 2021, as all of the U.S. government acquired backlog was fully amortized as of October 2020. The decrease was also driven by a decrease in depreciation expense related to the extension of the useful lives of ~~two~~three satellites in the fourth quarter of ~~2020. These decreases were partially offset by the inclusion of three quarters of depreciation~~2021.

Depreciation and amortization expense decreased to $199 million from ~~property, plant and equipment and intangible assets acquired as part of Vricon, Inc. (“Vricon Acquisition”) on July 1, 2020, compared to one quarter of expense in the same period of 2020.~~

~~Impairment loss~~

* Not meaningful.

~~There were no impairment losses recorded~~$221 million, or by $22 million, for ~~the three or nine months ended September 30, 2021. For~~ the nine months ended September 30, ~~2020,~~2022, compared to the ~~impairment loss~~same period of ~~$14 million related to our orbital receivables. This impairment~~

~~loss~~2021. The decrease was primarily ~~due to~~driven by a decrease in ~~credit ratings associated with our largest orbital customer. There~~amortization expense related to intangible assets that were ~~no impairment losses recorded~~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, ~~2020.~~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.

Table of Contents

~~Reduction of gain on sale leaseback~~Other expense (income), net

~~There were no reductions of the gain on sale leaseback during the three or nine months ended September 30, 2021.~~

During the three and nine months ended September 30, 2020, we recognized a $4 million reduction in the gain on our sale and subsequent leaseback of our owned properties in Palo Alto, California due to the extension of our lease term on one of the properties. The sale and subsequent leaseback occurred on December 10, 2019 and resulted in a gain on the sale of properties of $136 million.

~~Interest expense, net~~

Three Months Ended September 30,

$

%

Nine Months Ended September 30,

$

%


2021

2020


Change

Change

2021

2020

Change

Change

($ millions)

Interest expense:

Interest on long-term debt

$
33

$
44

$
(11)

(25)
%
$
110

$
146

$
(36)

(25)
%
Loss on debt extinguishment

—

—

—

*

41

7

34

*

Interest on orbital securitization liability

1

1

—

—

3

4

(1)

(25)

Imputed interest and other

1

2

(1)

(50)

2

2

—

—

Interest expense on advance payments from customers¹

—

—

—

*

—

3

(3)

(100)

Capitalized interest

(10)

(11)

1

(9)

(29)

(29)

—

—

Interest expense, net

$
25

$
36

$
(11)

(31)
%
$
127

$
133

$
(6)

(5)
%


	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.

Under the EnhancedView Follow-On agreement (“EnhancedView Contract”), we received advanced payments from the U.S. government during the construction phase of the WorldView-1 satellite, which was more than one year before capacity was made available to them. The effect of imputing interest on these advanced payments was to increase contract liabilities with an offsetting charge to interest expense. As capacity was provided to the customer, revenue was recognized and the contract liabilities balance decreased. The remaining revenue was fully recognized as of August 31, 2020.

~~Interest~~Other expense (income), net ~~decreased~~changed to ~~$25~~an expense of $12 million from ~~$36~~income of $2 million, or by ~~$11~~$14 million, for the three months ended September 30, ~~2021,~~2022, compared to the same period in ~~2020.~~2021. The ~~decrease~~change was ~~primarily driven by an $11 million decrease in interest on long-term debt~~ primarily due to a ~~lower principal balance on~~$12 million expense related to the ~~2023 Notes due~~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 ~~partial redemption~~$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 ~~2023 Notes in~~three months ended September 30, 2022, compared to the ~~first quarter~~same period of 2021.

~~Interest~~Other expense (income), net ~~decreased~~changed to ~~$127~~an expense of $7 million from ~~$133~~income of $6 million, or by $6$13 million, for the nine months ended September 30, ~~2021,~~2022, compared to the same period in ~~2020.~~2021. The ~~decrease~~change was primarily due to a ~~$36~~$12 million decrease in interest on long-term debt primarily driven by lower principal balances on the 2023 Notes and Term Loan B due to a repurchase of a portion of the 2023 Notes in the second quarter of 2020, a partial redemption of the 2023 Notes in the first quarter of 2021 and a repayment made on Term Loan B in the second quarter of 2020. There was also a decrease in interest expense on advance payments from customers of $3 million. These decreases were partially offset by a $41 million loss on debt extinguishment from the partial redemption of our 2023 Notes using proceeds from the Offering for the nine months ended September 30, 2021, compared to a $7 million loss on debt extinguishment for the same period in 2020.

~~Table of Contents~~

~~Other income, net~~

~~Other income, net decreased to $2 million from $91 million, or by $89 million, for the three months ended September 30, 2021, compared~~related to the ~~same period in 2020. The decrease was primarily driven by a gain~~satisfaction of ~~$85 million recorded~~an offset obligation incurred as a result of ~~the remeasurement of our previously held equity interest~~conducting business in ~~Vricon due to the Vricon Acquisition for the three months ended September 30, 2020.~~

~~Other income, net decreased to $6 million from $98 million, or by $92 million, for the nine months ended September 30, 2021, compared to the same period in 2020. The decrease was primarily driven by~~ a ~~gain of $85 million recorded as a result of the remeasurement of our previously held equity interest in Vricon due to the Vricon Acquisition for the nine months ended September 30, 2020.~~foreign country. In addition, ~~this decrease~~the increase in expense was driven by a $2$7 million foreign exchange loss for the nine months ended September 30, ~~2021~~2022, compared to a $4$2 million foreign exchange ~~gain~~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, ~~2020.~~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 ~~benefit~~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 ~~benefit~~expense changed to $0an expense of $5 million from ~~$22 million, or by $22~~$0 million, for the three months ended September 30, ~~2021,~~2022, compared to the same period in ~~2020,~~ 2021 primarily due to an increase in the ~~release of a $17 million valuation allowance related to the deferred tax liability recorded in connection with the Vricon Acquisition on July 1, 2020 and the reversal of the federal~~estimated Base Erosion and Anti-Abuse Tax (“BEAT”) ~~estimated at December 31, 2019.~~expense and state income tax expense.

Income tax ~~benefit~~expense changed to ~~$10~~an expense of $6 million from ~~$22 million, or by $12~~a benefit of $10 million, for the nine months ended September 30, ~~2021,~~2022, compared to the same period in ~~2020,~~2021, primarily due to ~~the release of a $17 million valuation allowance related to the deferred tax liability recorded~~an increase in ~~connection with the Vricon Acquisition on July 1, 2020, the reversal of the~~ BEAT ~~estimated at December 31, 2019~~expense and ~~tax on foreign earnings. The change was partially offset by a change in the estimated 2020 BEAT driven by a change in tax strategy enabled by a reduction in forecasted interest expense.~~

~~During all comparative quarters, we have a valuation allowance recorded for the U.S. deferred tax assets that are more-than-likely to not be recognized. In computing~~state income tax benefit for the nine months ended September 30, 2021 and September 30, 2020, we applied the estimated annual effective tax rate to the pre-tax income (loss) and adjusted the valuation allowance accordingly.expense.

~~Table of Contents~~

~~Discontinued operations~~

Three Months Ended September 30,

$

%

Nine Months Ended September 30,

$

%



2021

2020


Change

Change

2021

2020

Change

Change

($ millions)



Discontinued operations:

Income from operations of discontinued operations, net of tax

$
—

$
—

$
—

*
%
$
—

$
32

$
(32)

(100)
%
Gain on disposal of discontinued operations, net of tax

—

1

—

—

—

305

(305)

(100)

Income from discontinued operations, net of tax

$
—

$
1

$
—

—
%
$
—

$
337

$
(337)

(100)
%

* Not meaningful.

There was no income from discontinued operations, net of tax for the three or nine months ended September 30, 2021 as the sale of our former Canadian subsidiary (the “MDA Business”) was completed in the second quarter of 2020.

~~There was $1 million in income from discontinued operations, net of tax for the three months ended September 30, 2020, driven by a reduction of the tax on the gain on disposal of the MDA Business.~~

There was $337 million in income from discontinued operations, net of tax for the nine months ended September 30, 2020, primarily due to the $305 million after-tax gain on disposal of the MDA Business. Income from discontinued operations, net of tax was also impacted by a $39 million recovery of a previously recorded liability in relation to the Company’s dispute with a Ukrainian customer. The recovery was partially offset by decreases in program margins driven by our estimated total costs-at-completion (“EAC”) growth and lower volumes and an impairment loss of $12 million related to the investment by the MDA Business in a privately held company.

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Table of Contents

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
	Three Months Ended September 30,					$	%		Nine Months Ended September 30,					$	%		September 30,				$		%		September 30,				$		%
	2021		2020			Change	Change		2021		2020			Change	Change		2022		2021		Change		Change		2022		2021		Change		Change
($ millions)
Revenues:
Earth Intelligence	$	271	$	274	$	(3)	(1)	%	$	804	$	823	$	(19)	(2)	%	$	275	$	271	$	4	1	%	$	810	$	804	$	6	1	%
Space Infrastructure		180		181		(1)	(1)			541		497		44	9			186		180		6	3			549		541		8	1
Intersegment eliminations		(14)		(19)		5	(26)			(43)		(64)		21	(33)			(25)		(14)		(11)	79			(80)		(43)		(37)	86
Total revenues	$	437	$	436	$	1	0	%	$	1,302	$	1,256	$	46	4	%	$	436	$	437	$	(1)	(0)	%	$	1,279	$	1,302	$	(23)	(2)	%

Adjusted EBITDA:
Earth Intelligence	$	124	$	128	$	(4)	(3)	%	$	362	$	407	$	(45)	(11)	%	$	115	$	124	$	(9)	(7)	%	$	343	$	362	$	(19)	(5)	%
Space Infrastructure		14		12		2	17			29		(16)		45	*			33		14		19	136			71		29		42	145
Intersegment eliminations		(5)		(7)		2	(29)			(17)		(21)		4	(19)			(10)		(5)		(5)	100			(28)		(17)		(11)	65
Corporate and other expenses		(20)		(21)		1	(5)			(62)		(43)		(19)	44			(28)		(20)		(8)	40			(73)		(62)		(11)	18
Total Adjusted EBITDA	$	113	$	112	$	1	1	%	$	312	$	327	$	(15)	(5)	%	$	110	$	113	$	(3)	(3)	%	$	313	$	312	$	1	0	%

* Not meaningful.

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 ~~13,~~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. ~~In addition, Total Adjusted EBITDA is a non-GAAP measure. See~~ ~~“Non-GAAP Financial Measures”~~ ~~below for further discussion of Adjusted EBITDA disclosures.~~

Earth Intelligence

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


																					Three Months Ended										Nine Months Ended
	Three Months Ended September 30,							$	%		Nine Months Ended September 30,							$	%		September 30,						$		%		September 30,						$		%
	2021			2020				Change	Change		2021			2020				Change	Change		2022			2021			Change		Change		2022			2021			Change		Change
($ millions)
Total revenues	$	271		$	274		$	(3)	(1)	%	$	804		$	823		$	(19)	(2)	%	$	275		$	271		$	4	1	%	$	810		$	804		$	6	1	%

Adjusted EBITDA	$	124		$	128		$	(4)	(3)	%	$	362		$	407		$	(45)	(11)	%	$	115		$	124		$	(9)	(7)	%	$	343		$	362		$	(19)	(5)	%
Adjusted EBITDA margin (as a % of total revenues)		45.8	%		46.7	%						45.0	%		49.5	%						41.8	%		45.8	%						42.3	%		45.0	%

Revenues from the Earth Intelligence segment ~~decreased~~increased to ~~$271~~$275 million from ~~$274~~$271 million, or by $3$4 million, for the three months ended September 30, ~~2021,~~2022, compared to the same period in ~~2020.~~ 2021. The ~~decrease~~increase was primarily driven by a ~~$20~~$15 million ~~decrease~~increase in revenues from the ~~recognition of deferred revenue related to the EnhancedView Contract~~U.S. government, including $11 million from crisis support services, and a $6$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 ~~U.S. government contracts~~. We recognized $20 million of deferred revenue from the EnhancedView Contract for the three months ended September 30, 2020, compared to none for the three months ended September 30, 2021, as it was fully recognized as of August 31, 2020~~. The decrease was partially offset by a $20 million increase in~~ commercial programs primarily driven by revenue recognized from a significant commercial contract in the ~~expansion~~third quarter of ~~contracts with existing customers and~~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 $4$15 million increase in ~~revenue~~revenues from the U.S. government and a $3 million increase in revenues from international defense and intelligence ~~customers~~.

customers. The increase in revenues from the U.S. government was primarily due to a $47

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~~Revenues~~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 ~~Earth Intelligence segment~~third quarter of 2021.

Adjusted EBITDA decreased to ~~$804~~$115 million from ~~$823~~$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, ~~2021, compared to the same period in 2020.~~ The decrease was primarily driven by a $80 million decrease in the recognition of deferred revenue related to the EnhancedView Contract. We recognized $80 million of deferred revenue from the EnhancedView Contract for the nine months ended September 30, 2020, compared to none for the nine months ended September 30, 2021, as it was fully recognized as of August 31, 2020. ~~The decrease was partially offset by a $32~~ million increase in revenue from international defense and intelligence customers and a $30 million increase in new and expanded commercial programs. Revenue from the U.S. government remained relatively unchanged for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

~~Adjusted EBITDA decreased to $124 million from $128 million, or by $4 million, for the three months ended September 30, 2021, as~~2022, compared to the same period of ~~2020.~~2021. The decrease was primarily ~~driven by a decrease in the recognition of deferred revenue~~ related to ~~the EnhancedView Contract as mentioned above. The decrease was also driven by an~~a $30 million increase in ~~service~~selling, general and administrative costs, ~~for the three months ended September 30, 2021, as~~ compared to the same period of ~~2020. These decreases were~~2021, partially offset by ~~the expansion~~improved mix of ~~contracts with existing commercial and international defense and intelligence customers contributing to positive program~~revenues from higher margin ~~growth.~~

~~Adjusted EBITDA decreased to $362 million from $407 million, or by $45 million, for the nine months ended September 30, 2021, as compared to the same period of 2020.~~offerings. The ~~decrease~~increase in expense was primarily driven by ~~a decrease~~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 ~~the recognition~~travel costs and facilities costs of ~~deferred revenue related~~$5 million due to the EnhancedView Contract as mentioned above. These decreases were partially offset by the expansion of contracts with existing commercial and international defense and intelligence customers contributing to positive program margin growth.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 September 30,

$

%

Nine Months Ended September 30,

$

%



2021

2020

Change

Change

2021

2020

Change

Change

($ millions)











Total revenues

$
180

$
181

$
(1)

(1)
%
$
541

$
497

$
44

9
%

Adjusted EBITDA

$
14

$
12

$
2

17

$
29

$
(16)

$
45

*
%
Adjusted EBITDA margin
(as a % of total revenues)

7.8
%

6.6
%

5.4
%

(3.2)
%

* Not meaningful.


	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 ~~of accounting~~ 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 ~~EACs~~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 ~~decreased~~increased to ~~$180~~$186 million from ~~$181~~$180 million, or by $1$6 million, for the three months ended September 30, ~~2021,~~2022, compared to the same period ~~in 2020.~~of 2021. Revenues ~~decreased~~for the three months ended increased primarily as a result of a ~~$16~~$4 million ~~decrease~~increase in revenues from U.S. government ~~contracts. The decrease is partially offset by an~~contracts and a $2 million increase in revenues from recurring commercial ~~programs of $14 million due to higher volumes related to new programs and lower EAC growth for the three months ended September 30, 2021.~~programs.

Revenues from the Space Infrastructure segment increased to ~~$541~~$549 million from ~~$497~~$541 million, or by ~~$44~~$8 million, for the nine months ended September 30, ~~2021,~~2022, compared to the same period ~~in 2020.~~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 ~~increase~~$18 million decrease in revenues driven by a decline in volumes from recurring commercial programs and a $2 million decrease in revenues from ~~commercial programs~~U.S. government contracts during the nine months ended September 30, 2022 compared to the same period of ~~$92~~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 ~~higher volumes related to new programs and~~

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~~lower EAC growth primarily due to no COVID-19 program impacts for the nine months ended September 30, 2021. Revenues were negatively impacted~~higher margins driven by a $19 million decrease year over year related to our contract with Sirius XM Holdings Inc. (“Sirius XM”). The nine months ended September 30, 2021, included a $30 million cumulative adjustment to revenue primarily related to the loss of final milestone and expected orbital payments from Sirius XM due to the non-performance of the SXM-7 satellite and other adjustments that were recorded in 2021. After exhausting efforts to fully recover the satellite and further discussions with Sirius XM, in April 2021, we made the determination to record the cumulative adjustment to revenue. In addition, there were $3 million of costs incurred in the first quarter related to attempts to repair and fully recover the SXM-7 satellite. The aggregate impact for the nine months ended September 30, 2021, was $33 million which compares favorably to the previously disclosed potential exposure of $38 million. The $33 million decrease was partially offset by the non-reoccurrence of a $14 million adjustment to revenue due to the identification of a design anomalyreduced risks on the commercial satellite program, which was recorded for the nine months ended September 30, 2020. In addition, the total increase in revenues from the Space Infrastructure segment was partially offset by a $30 million decrease in revenues from U.S. government contracts.

~~Adjusted EBITDA increased to $14 million from $12 million, or by $2 million,~~certain programs nearing completion for the three months ended September 30, ~~2021,~~2022 compared to the same period of ~~2020.~~ 2021.

~~The increase~~

Adjusted EBITDA in the Space Infrastructure segment was primarily related to a $10 million increase driven by increased volumes on commercial programs which resulted in increased margins and fewer negative EAC impacts during the period as compared to the three months ended September 30, 2020. The increase in commercial program margins has been driven by a change in program mix related to the completion of less profitable programs offset by more profitable programs. The remaining $8 million change is related to an increase in indirect costs and selling, general and administrative costs.

~~Adjusted EBITDA~~ increased to ~~$29~~$71 million from ~~a loss of $16~~$29 million, or by ~~$45~~$42 million, for the nine months ended September 30, ~~2021,~~2022, compared to the same period of ~~2020.~~ 2021. The increase ~~in the Space Infrastructure segment~~ was primarily related to a $83 million increase driven by increased volumes on commercial programs which resulted in increased margins and fewer negative EAC impacts during the period as compared to the nine months ended September 30, 2020, which included negative EAC impacts due to COVID-19. The increase in commercial program margins has been driven by a change in program mix related to the completion of less profitable programs offset by new, more profitable programs. These increases were partially offset by the $19 million reduction in revenue related to the above-mentioned SXM-7 satellite impacts which did not reoccur in the same period in 2022 and ~~a $18 million~~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 ~~indirect costs and~~Adjusted EBITDA was partially offset by an increase in selling, general and administrative ~~costs.~~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 ~~remained relatively unchanged as they decreased~~increased to ~~$20~~$28 million from ~~$21~~$20 million, or by $1$8 million, for the three months ended September ~~31, 2021,~~30, 2022, compared to the same period in ~~2020.~~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, ~~2021 increased to $62 million from $43 million, or by $19 million,~~2022, compared to the same period in ~~2020.~~2021. The ~~increase was primarily driven by an $8 million increase in selling, general and administrative costs primarily due to an increase in labor related expenses~~ ~~driven by an increase in headcount and employee compensation. There was also an~~ increase in stock-based compensation expense ~~of $4 million~~was primarily ~~driven by a higher stock price.~~due to incremental expense related to liability classified awards. The increase in Corporate and other expenses was also driven by a $2$7 million foreign exchange loss for the nine months ended September 30, ~~2021,~~2022, compared to a $4$2 million foreign exchange ~~gain~~loss for the ~~nine months ended September 30, 2020.~~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 ~~decreased~~increased to $5$10 million from $7$5 million, or by $2$5 million, for the three months ended September 30, ~~2021,~~2022, compared to the same period in 2021, primarily related to ~~a decrease~~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

3937

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Intersegment eliminations have decreased to $17 million from $21 million, or by $4 million, for the nine months ended September 30, 2021, compared to the same period in 2020, primarily related to a decrease in intersegment satellite construction activity.

~~BACKLOG~~

~~Our backlog by segment from continuing operations is as follows:~~

September 30,

December 31,

2021

2020
($ millions)

Earth Intelligence

$
1,016

$
880
Space Infrastructure

1,038

1,024
Total backlog

2,054

1,904
Unfunded contract options

588

856
Total

$
2,642

$
2,760

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 ~~$2.1 billion~~$2,955 million as of September 30, ~~2021~~2022 compared to ~~$1.9 billion~~$1,893 million as of December 31, ~~2020.~~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 ~~$0.6 billion~~$2,130 million and ~~$0.9 billion~~$650 million as of September 30, ~~2021~~2022 and December 31, ~~2020,~~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 ~~August 31,~~July 12, 2023)~~. This~~ 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 ~~may be replaced~~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 ~~other contracting vehicles prior to the exercise of existing contract options. Unfunded contracts options primarily decreased as a result of the execution of option periods associated with~~ the EnhancedView Contract and, with this award, replaces the ~~Global Enhanced GEOINT Delivery program, which increased total backlog.~~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 ~~increased capital expenditures, including~~ the construction and launch of our WorldView Legion ~~satellites.~~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.

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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.

~~Our~~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 ~~fourth~~second quarter of ~~2023~~2027 and relates to ~~the 2023~~our 7.75% 2027 Notes and Revolving Credit Facility. We had a significant partial debt redemption of the 2023 Notes in the first quarter of 2021 using proceeds from our Offering. On March 26, 2021, we redeemed $350 million aggregate principal amount of our 2023 Notes using a portion of the net proceeds from the Offering.

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

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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 ~~December 2020,~~2021, we ~~prefunded $16 million related~~elected to take advantage of certain provisions of the American Rescue Plan Act of 2021 and due to our ~~qualified pension plan. Due to the December 2020 prefunding,~~election, there are no required contributions for ~~our~~the qualified pension plan for the year ending December 31, 2021. In addition, the American Rescue Plan Act of 2021 includes provisions for pension funding relief in future periods. We intend to take advantage of these provisions and anticipate lower required contributions for our qualified pension plan in the upcoming fiscal years.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, ~~during the year,~~ 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,

2021

2020
($ millions)

Cash provided by operating activities - continuing operations

$
186

$
181
Cash used in operating activities - discontinued operations

(1)

(49)
Cash provided by operating activities

185

132
Cash used in investing activities - continuing operations

(156)

(322)
Cash provided by investing activities - discontinued operations

—

723
Cash (used in) provided by investing activities

(156)

401
Cash used in financing activities - continuing operations

(24)

(550)
Cash used in financing activities - discontinued operations

—

(24)
Cash used in financing activities

(24)

(574)
Effect of foreign exchange on cash, cash equivalents and restricted cash

—

(5)
Cash, cash equivalents, and restricted cash, beginning of year

31

110
Cash, cash equivalents, and restricted cash, end of period

$
36

$
64

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	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) ~~as needed.~~.

Cash provided by operating activities from continuing operations increased to ~~$186~~$191 million from ~~$181~~$185 million, or by $5$6 million, for the nine months ended September 30, ~~2021~~2022 compared to the ~~corresponding~~same period in ~~2020.~~2021. This change was primarily driven by ~~a decrease of $39 million~~favorable changes in ~~interest cash payments and an increase in tax refunds received of $11 million~~the working capital for the nine months ended September 30, ~~2021,~~2022, compared to the same period in 2020, partially offset by unfavorable changes in working capital for the period ended September 30, 2021, compared to the same period in 2020. The unfavorable changes in working capital were primarily driven by an increase in trade receivables from the recognition of revenue from a commercial customer and the timing of payments made on outstanding payables for the nine months ended September 30, 2021, compared to the same period in 2020.2021.

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Investing activities

Cash used in investing activities from continuing operations ~~decreased~~increased to ~~$156~~$228 million from ~~$322~~$156 million, or by ~~$166~~$72 million, for the nine months ended September 30, ~~2021~~2022 compared to the ~~corresponding~~same period in ~~2020. The~~2021. Our primary investing activities included expenditures on property, plant and equipment of ~~$84~~$159 million and ~~$158~~$84 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and investments in intangible assets primarily related to internally developed software of ~~$72~~$67 million and ~~$66~~$72 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Property, plant and equipment expenditures for the nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 primarily related to the construction of our WorldView Legion satellites. During the nine months ended September 30, 2020, we used cash of $118 million, net of cash received, to acquire the remaining interest in Vricon. Cash used in investing activities for the nine months ended September 30, 2020 was partially offset by a return of capital from discontinued operations of $20 million.

Financing activities

Cash ~~used in~~provided by financing activities from continuing operations ~~decreased~~increased to ~~$24~~$17 million from ~~$550~~cash used in financing activities of $24 million, or by ~~$526~~$41 million, for the nine months ended September 30, ~~2021~~2022 compared to the ~~corresponding~~same period in ~~2020.~~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 ~~from continuing operations~~primarily included $384 million used for the partial redemption of the 9.75% 2023 Notes, ~~of $384 million~~ including approximately $34 million ~~related~~in premiums paid to redeem such 9.75% 2023 Notes, the ~~early redemption,~~ 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 ~~issuance~~underwritten public offering of our common stock ~~of $380 million. During the nine months ended September 30, 2020, cash used~~ in financing activities from continuing operations included debt repayments of $523 million, a repurchase of the 2023 Notes of $169 million and settlement of the securitization liability of $7 million. These payments were partially offset by net proceeds from the issuance of the 2027 Notes of $147 million.March 2021.

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Long-term debt

The following table summarizes our long-term debt:

September 30,

December 31,

2021

2020
($ millions)

Syndicated Credit Facility:

Term Loan B

$
1,444

$
1,444
2023 Notes

500

850
2027 Notes

150

150
Deferred financing

27

32
Debt discount and issuance costs

(42)

(57)
Obligations under finance leases and other

3

3
Total long-term debt

$
2,082

$
2,422

~~As of September 30, 2021 and December 31, 2020, we were in compliance with our debt covenants.~~


	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, ~~2021,~~2022, the ~~senior secured syndicated credit facility (the “Syndicated~~Syndicated Credit ~~Facility”)~~Facility is composed of: (i) a ~~senior secured first lien revolving credit facility~~Revolving Credit Facility in an aggregate capacity of up to $500 million maturing in ~~December 2023 (“Revolving Credit Facility”)~~June 2027 and (ii) a ~~senior secured first lien term~~Term Loan B ~~facility~~ in an ~~original~~ aggregate principal amount of ~~$2.0~~$1.5 billion maturing in ~~October~~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”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. ~~As of September 30, 2021 and December 31, 2020, we~~We had ~~$28~~$24 million and ~~$31~~$28 million ~~respectively,~~ of issued and undrawn letters of credit outstanding under the Revolving Credit ~~Facility.~~

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.

~~Senior Secured~~9.75% Notes due 2023

~~In December 2019,~~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 ~~$1.0 billion~~$500 million in aggregate principal amount of ~~9.75% Senior Secured Noted due 2023 (2023 Notes”)~~7.75% 2027 Notes in a private placement to qualified institutional ~~buyers.~~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 ~~2023~~7.75% 2027 Notes were issued at a price equal to 100% of ~~98%~~their face value and are recorded as long-term debt in ~~our~~the consolidated financial statements. The ~~2023~~7.75% 2027 Notes bear interest at the rate of ~~9.75%~~7.75% per year, payable semi-annually in cash in arrears ~~for which interest payments commenced in~~on June ~~2020.~~15 and December 15 of each year, beginning on December 15, 2022. The ~~2023~~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 ~~the Company’s existing and future~~our subsidiaries that ~~guarantee the~~are guarantors under our Syndicated Credit ~~Facility.~~

Facility and our 7.54% Senior Secured Notes due 2027.

7.54% Notes due 2027

InOn 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 ~~a private placement~~the U.S. pursuant to ~~institutional buyers.~~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 in 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~~our existing and future subsidiaries that guarantee the Syndicated Credit ~~Facility and the 2023 Notes.~~Facility.

~~Leaseback Deferred Financing~~

In December 2019, we completed the sale and subsequent leaseback of our owned properties in Palo Alto, California for proceeds of $291 million. We determined that the leaseback terms were off-market. In accordance with Accounting Standards Codification 842 – Leases, we accounted for the excess of the leaseback payments over the present value of market rental payments as additional financing, separate from the lease liability. This resulted in recognition of a deferred financing liability of $33 million which is repayable over the 10-year leaseback term.

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See Note 9,7, “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 ~~three and~~ nine months ended September 30, ~~2021~~2022 or ~~2020.~~2021.

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

Interest rate swaps

In

On April ~~2021,~~29, 2022, $500 million of our interest rate swaps matured. On June ~~15, 2021,~~22, 2022, we entered into SOFR interest rate swaps athaving 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 ~~amount~~ of ~~$1.0~~$1 billion of our variable rate long-term debt is fixed at an average one-month SOFR rate of ~~1.43%~~1.71% (excluding the margin specified in the Syndicated Credit Facility). pursuant to our outstanding interest rate swaps. In ~~both April 2022~~each of June 2023 and June ~~2023,~~2024, we will have interest rate swap maturities of $500 million.

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Off-balance sheet arrangements

As of September 30, ~~2021,~~2022, we had no outstanding foreign exchange sales contracts. As of September 30, ~~2021,~~2022, we had ~~certain~~$24 million in letters of credit ~~guaranteed by~~issued under the Syndicated Credit ~~Facility, while indemnified by us.~~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, ~~2020.~~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.

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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, ~~satellite~~ insurance ~~recovery,~~recoveries, gain (loss) on sale of assets, ~~CEO severance~~(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) ~~income~~ 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, ~~2021~~2022 and ~~2020:~~2021:


													Three Months Ended						Nine Months Ended
	Three Months Ended September 30,						Nine Months Ended September 30,						September 30,						September 30,
	2021			2020			2021			2020			2022			2021			2022			2021
($ millions)
Net income (loss)	$	14		$	85		$	(25)		$	343
Income tax benefit		—			(22)			(10)			(22)
Net (loss) income													$	(4)		$	14		$	(41)		$	(25)
Income tax expense (benefit)														5			—			6			(10)
Interest expense, net		25			36			127			133			30			25			129			127
Interest income		(1)			(2)			(2)			(3)			(1)			(1)			(2)			(2)
Depreciation and amortization		74			95			221			274			64			74			199			221
EBITDA	$	112		$	192		$	311		$	725		$	94		$	112		$	291		$	311
Income from discontinued operations, net of tax		—			(1)			—			(337)
Restructuring														5			—			10			—
Transaction and integration related expense		1			2			1			6			—			1			1			1
Impairment loss		—			—			—			14
Reduction of gain on sale leaseback		—			4			—			4
Gain on remeasurement of Vricon equity interest		—			(85)			—			(85)
Gain on sale of asset														(1)			—			(1)			—
Offset obligation fulfillment														12			—			12			—
Total Adjusted EBITDA	$	113		$	112		$	312		$	327		$	110		$	113		$	313		$	312

Adjusted EBITDA:
Earth Intelligence		124			128			362			407			115			124			343			362
Space Infrastructure		14			12			29			(16)			33			14			71			29
Intersegment eliminations		(5)			(7)			(17)			(21)			(10)			(5)			(28)			(17)
Corporate and other expenses		(20)			(21)			(62)			(43)			(28)			(20)			(73)			(62)
Total Adjusted EBITDA	$	113		$	112		$	312		$	327		$	110		$	113		$	313		$	312

Net income (loss) margin		3.2	%		19.5	%		(1.9)	%		27.3	%
Net (loss) income margin														(0.9)	%		3.2	%		(3.2)	%		(1.9)	%
Total Adjusted EBITDA margin		25.9	%		25.7	%		24.0	%		26.0	%		25.2	%		25.9	%		24.5	%		24.0	%

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
~~There~~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 ~~material~~ changes to our market risks from those discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~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, ~~2021.~~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, ~~2021.~~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 ~~2021~~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 ~~contingencies related to~~material legal proceedings, see Note ~~17,~~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.~~
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 pandemicor 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.

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●

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.

●

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 resultOur business with various governmental entities is concentrated in a small number of primary contracts. The loss or ~~degradation~~reduction in scope of ~~service, unauthorized disclosure~~any one of ~~data,~~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 ~~theft or tampering of intellectual property, any of which~~to lose market share.

●

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

●

~~Acquisitions or divestitures could result in adverse impacts~~We are dependent on our ~~operations.~~

●

ability to attract, train and retain employees. Our ~~business with various governmental entities is concentrated in a small number~~inability to do so, or the loss of ~~primary contracts. The loss or reduction in scope of any one of~~key personnel, would cause serious harm to our ~~primary contracts would materially reduce our revenue.~~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~~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.

●

~~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.~~

●

~~We may be required to recognize impairment charges.~~

●

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

●

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.

●

~~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.~~

●

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.

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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.

●

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.

●

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.

~~The COVID-19 outbreak, declared a pandemic~~Our business and operations have been and may continue to be adversely affected by the ~~World Health Organization,~~ongoing COVID-19 pandemic, which has impacted nearly all regions of the world. Preventative measures taken to contain or mitigate the outbreak have affected, and continue to affect, the global economy, the U.S. economy and the global financial markets causingalso caused significant volatility, including the market price of our common stock, and have raised the prospect of an extended global recession. Public health problems resulting from COVID-19 and preventative measures instituted by governments and businesses to mitigate its spread, including travel restrictions and quarantines, have resulted in a general slowdowndisruption in the ~~global economy, the effects~~operations of ~~which have adversely impacted our business and the businesses of our customers, including the U.S. and foreign governments, and suppliers.~~

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. ~~The Company has~~We have received some force majeure claims from suppliers related to COVID-19; however, at this time ~~the Company does~~we do not expect the claims to result in a material financial impact.

~~Our customers~~From time to time, we have ~~been,~~experienced, and ~~may continue to be, affected by COVID-19 and~~could in the ~~business slowdown caused by preventative measures, which has resulted in~~future experience, a variation in the consumption of access ~~minutes; however, this~~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

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more significant in the future, which could negatively impact revenue. Additionally, to the extent our international customers experience political or economic disruption as a result of COVID-19 and/or the business slowdown caused by preventative measures, their funding for our products and services could be materially impacted. 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 ~~be in~~experience financial difficulties impacting their ability to fund projects already in ~~backlog.~~backlog as a result of COVID-19, or other pandemics, epidemics or infectious disease outbreaks.

We are both receiving and seeking reimbursement of COVID-19-related costs under our U.S. Government contracts under Section 3610 of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which allows federal agencies to reimburse contractors at the minimum applicable contract billing rate for costs to keep its employees or subcontractors in a ready state. Reimbursement of any costs under Section 3610 of the CARES Act increases sales, but is not fee bearing. Section 3610 of the CARES Act expired on September 30, 2021 and has not been extended, however; we continue to monitor other legislation that may reinstate Section 3610.

Changes in our operations in response to COVID-19 or employee illnesses resulting from the pandemic have resulted in inefficiencies or delays of our projects, impacts to service level contracts, including in sales and product development efforts and additional costs related to business continuity initiatives, that cannot be fully mitigated through succession planning or employees working remotely. We have delayed transition of our employees back into Maxar worksites due to increases in COVID-19 cases in the broad population. We are in the process of complying with the September 9, 2021 Presidential Executive Order on “Ensuring Adequate COVID Safety Protocols for Federal Contractors” which requires federal contractors and subcontractors to comply with COVID-19 safety protocols, including a requirement that U.S. based employees be fully vaccinated against COVID-19 by December 8, 2021. Exceptions to the federal vaccine requirement will be limited to team members who are legally entitled to a medical or religious exemption that can be reasonably accommodated. All U.S. Maxar employees who do not qualify for an exemption and accommodation are required to comply with the requirements, including our remote employees. While we expect employee submission of proof of vaccination to continue through December 8, 2021, to date, we have received evidence that approximately 92% of our U.S. based employees have been vaccinated. It is uncertain to what extent compliance with the vaccine mandate may result in employee turnover for us or our suppliers. If turnover is significant, our operations and ability to execute on our contracts could be adversely affected. We will continue to monitor and comply with any potential changes to COVID-19 government requirements.

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 ~~this outbreak~~COVID-19 and ~~the resulting~~ preventative ~~measures.~~measures imposed from time to time by governments and businesses to prevent its spread. The degree to which COVID-19 ~~will continue to~~or other pandemics, epidemics or infectious disease outbreaks could impact us will depend on numerous factors and future developments ~~including, but not limited to, the unknown duration of the pandemic, the impact of potential future resurgences and new virus variants and any actions~~ that may be taken by governmental authorities to minimize the spread of the pandemic or to stimulate the economy. We also cannot predict the degree to which the disruption of global financial markets could have a negative impact on our ability to raise capital in the future. The long-term impacts of COVID-19 on government budgets and funding priorities that impact demand for our products and services are difficult to predict.

~~Even after~~ The effects of the COVID-19 pandemic ~~has subsided, we may experience an impact to our business as a result of any economic downturn, recession~~ or ~~depression that has occurred~~another pandemic, epidemic or ~~may occur in the future. The effects of these risks~~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

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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”). AsAs 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

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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.

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. ~~We are currently experiencing a number of~~The schedule delays we from time to time experience in our satellite builds, some of which are significant, ~~in our satellite builds~~are due to a number of factors, inclusive of COVID-19 delays, subcontractor issues and technological requirements and we ~~are working~~work closely with our customers ~~as we continue~~ to address these delays. We have, where appropriate, asserted force majeure provisions in our contracts but these can be subject to dispute.

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;

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

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

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compromise other sensitive government functions; and

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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.

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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.

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 ~~satellite.~~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.

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

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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.

~~Any~~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 ~~disruption in or unauthorized access~~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 ~~computer systems or those~~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 ~~third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats~~the EOCL Contract could result in a ~~loss~~performance penalty or ~~degradation~~breach 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, inappropriate access, or tampering by both insider threats and external bad actors. In particular, our operations face various cyber and other security attacks and threats, including 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, insider threats, threats to the safetythat contract. A breach of our ~~directors and employees, threats~~contract with government customers or reduction in service to ~~the security of~~ our ~~facilities, infrastructure and supply chain and threats from terrorist acts or~~ other ~~acts of aggression, including the spreading of inaccurate, misleading or deceptive information,~~customers could have a material adverse ~~impact~~effect on our ~~business.~~

~~Our products, solutions~~business, financial condition and ~~analysis that~~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 ~~develop~~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 ~~delivery to our customers are also at risk of disruption, loss, or tampering. The integrity~~term of the ~~data (e.g., pixels), information and analysis in~~EOCL Contract, could impact our products and services is at risk to be manipulated either before or after delivery to a customer. Our products with derived information characteristics are also at risk of being incorrect due to deceptive practices by others or errors.

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.

~~While we have implemented certain systems and processes to help thwart bad actors and protect our data~~satellite replenishment strategy and our ~~systems and assets, the techniques used~~ability to ~~gain unauthorized access are constantly evolving, and we may be unable to anticipate~~repay or ~~prevent~~refinance our long-term debt. Although our contracts generally involve fixed annual minimum commitments, such commitments, along with all ~~unauthorized access, disruption, loss, or harm. Because of our highly desired intellectual property and our support of~~other contracts with the U.S. government, are subject to annual Congressional appropriations 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~~the federal budget process,

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~~states~~ and ~~hostile~~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. From time~~governments may develop, construct, launch and operate their own imagery satellites, which could reduce their need to ~~time,~~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 ~~experienced attacks~~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 ~~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~~pricing and other competitive factors.

Uncertain global macro-economic and political conditions could materially adversely affect our ~~business.~~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.

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

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

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

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

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~~compromise other sensitive government functions; and~~

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

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. OnIn September ~~11,~~ 2020, the court granted in part, and denied in part, Maxar’s motion to dismiss. OnIn July ~~16,~~ 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 ~~second claim expands the proposed class period and the breadth of the allegations~~action against ~~us.~~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 ~~merger and~~ 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

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allegations as the federal putative class action. OnIn September ~~18,~~ 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. OnIn September ~~15,~~ 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 ~~recent~~ 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.

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 generated from a single contract, the EnhancedView Contract. The EnhancedView 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

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collection capacity. In addition, any inability on our part to meet the performance requirements of the EnhancedView 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 EnhancedView Contract, at any time with or without cause. Additionally, any changes in the size, scope or term of the EnhancedView 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, 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.

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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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 ~~EnhancedView~~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 ~~EnhancedView~~EOCL Contract, could materially adversely affect our revenue and our ability to achieve our growth objectives.

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

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.

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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, 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 emerging low-cost competitors in India, Russia and China. 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.

~~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.

~~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, deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. 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.

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.

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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.~~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.

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 ~~problems,~~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.

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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.

~~Although we~~We have ~~not~~ 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~~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.

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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~~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.

~~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 could 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.

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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 ~~business acquisitions,~~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 and income taxes.~~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.

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.

~~For a discussion regarding how our financial statements can be affected by pension and other postretirement plan accounting policies, see Part II, Item 7, “~~~~Management's Discussion and Analysis—Critical Accounting Policies and Estimates~~~~” in our Annual Report on Form 10-K for the year ended December 31, 2020.~~

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.~~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

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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.~~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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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.

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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 ~~U.S. LIBOR~~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.~~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 ~~2023~~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

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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 ~~our~~this Quarterly Report on Form 10-Q ~~for the quarter ended September 30, 2021~~ 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;

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fluctuations in our operating results;

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

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

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conditions and trends in the markets we serve;

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additions of or changes to key employees;

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changes in market valuations or earnings of our competitors;

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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.

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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.

~~Uncertainty with respect to the cessation of the London Interbank Offered Rate (“LIBOR”) at the end of 2021 could impact our cost of borrowing and interest rate risk.~~
~~We have outstanding debt~~and interest rate swaps with variable interest rates using LIBOR as a factor to determine the interest rates. In July 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. In addition, on March 5, 2021, the ICE Benchmark Administration confirmed its intention to cease publication of (i) one week and two month USD LIBOR settings after December 31, 2021 and (ii) the remaining USD LIBOR settings after June 30, 2023. It is unclear if at that time whether or not LIBOR will cease. Recent proposals for alternative overnight and term rates may result in the establishment of new methods of calculating one or more alternative benchmark rates.

In the United States, the Alternative Reference Rate Committee ("ARRC"), a group of diverse private-market participants assembled by the Federal Reserve Board and the Federal Reserve Bank of New York, has begun publishing a Secured Overnight Financing Rate (“SOFR”), and has emerged as the ARRC's preferred alternative rate upon cessation of LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities in the repurchase agreement market. At this time, it is not possible to predict how markets will respond to SOFR.

The cessation of LIBOR, including the exact timing of its cessation, as well as its transition to another benchmark rate, or rates, could have adverse impacts on our outstanding interest rate swaps maturing in 2022 and 2023 and our Syndicated Credit Facility maturing in 2023 and 2024. This change may necessitate updates to our swaps and Syndicated Credit Facility, and ultimately, adversely affect our financial condition and results of operations.

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:

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

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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;

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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;

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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 ~~(the “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.~~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.

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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.~~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~~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~~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~~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

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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~~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~~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 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. ~~For example, the new Administration and Congress could make~~These changes tomay alter existing tax law, such as ~~an increase in~~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.

~~On March 27, 2020~~For example, on August 16, 2022, the U.S. enacted the ~~CARES~~Inflation Reduction Act of 2022 (“IRA 2022”) which, among other things, ~~includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods,~~creates a 15% corporate alternative minimum tax ~~credit refunds, modification~~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 ~~net interest deduction limitations~~future impacts of these provisions, if we become subject to additional taxes it could adversely affect our financial conditions, results of operations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact to our income tax expense for the three and nine months ended September 30, 2021.cash flows.

The U.S. ~~also~~ 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.

~~We continue to examine the impact the CARES Act and the 2017 Tax Act may have on our business in future periods.~~

California has temporarily suspended the net operating loss carryover utilization, and capped the use of business incentive tax credits, for three years by the enactment of Assembly Bill 85 on June 29, 2020. This change in California tax law did not have a material impact to our income tax expense for the three and nine months ended September 30, 2021.

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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, ~~2020,~~2021, we had approximately ~~$791~~$520 million, ~~$822~~$874 million and ~~$16~~$12 million of federal, state and foreign net operating loss (“NOL”) carryforwards and ~~$93~~$83 million of U.S. tax credit carryforwards primarily related to research and development expenditures, ~~and non-U.S. taxes paid.~~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

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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.

Additionally, the CARES Act has temporarily expanded the available utilization of NOL carryforwards by allowing a five-year carryback for NOL carryforwards arising in tax years 2018, 2019 and 2020 and by suspending the 80%-taxable income limitation on NOL deductions taken in tax years prior to 2021. NOL carryforwards arising in tax years ending after December 31, 2017 can be carried forward indefinitely. There can be no assurance that we will be able to utilize our federal income tax NOL carryforwards to offset future taxable income.

On September 9, 2019 Treasury and the IRS issued proposed regulations regarding the items of income and deduction which are included in the calculation of built-in gains and losses under section 382. The proposed regulations were subject to a 60-day comment period and are proposed to be effective for ownership changes occurring after the effective date of temporary or final regulations. In response to concerns expressed in comment letters, in January 2020 the IRS withdrew a portion of the proposed regulations to provide transition relief for eligible taxpayers. Temporary or final regulations have not yet been issued by Treasury and the IRS.

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

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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

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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.

In June 2016, a referendum was passed in the United Kingdom to leave the European Union, commonly referred to as “Brexit.” This decision created an uncertain political and economic environment in the United Kingdom and other European Union countries. The United Kingdom formally left the European Union on January 31, 2020 and the transition period provided for in the withdrawal agreement entered by the United Kingdom and the European Union ended on December 31, 2020. In December 2020, the United Kingdom and the European Union agreed on a trade and cooperation agreement that will apply provisionally after the end of the transition period until it is ratified by the parties to the agreement. On December 31, 2020, the United Kingdom passed legislation giving effect to the trade and cooperation agreement, with the European Union formally adopting the agreement in April 2021. The trade and cooperation agreement covers the general objectives and framework of the relationship between the United Kingdom and the European Union. Depending on the application of the terms of the trade and cooperation agreement, we could face new regulatory costs and challenges.

Our United Kingdom operations service customers in the United Kingdom as well as in other countries in the ~~EU,~~European Union, and these operations ~~could be disrupted by Brexit. The political and economic instability created by Brexit has caused and may~~ continue to ~~cause significant volatility in global financial markets~~face risks and ~~uncertainty regarding~~potential disruptions related to the ~~regulation~~withdrawal of ~~data protection in the United Kingdom. In particular,~~ the United Kingdom ~~enacted a Data Protection Act in May 2018 that is consistent with the EU General Data Protection Regulation. In June 2021,~~from the European Union, ~~determined that~~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 ~~Data Protection Act was adequate to permit the flow of certain data between~~relationship with the European Union remains unclear. For example, Brexit could lead to potentially divergent laws and ~~the United Kingdom without additional restrictions for a period of up~~regulations, such as with respect to ~~four years. This decision temporarily reduces the~~data protection and data transfer laws, that could lead to uncertainty surrounding how data transfers ~~between the European Union and the United Kingdom~~ will be ~~regulated.~~

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~~Brexit~~regulated and could also ~~have~~be costly and difficult to comply with. While we continue to monitor these developments, the full effect of ~~disrupting the free movement of goods, services, capital~~Brexit on our operations is uncertain and ~~people~~our business could be harmed by trade disputes or political differences between the United Kingdom and the European Union ~~and elsewhere.~~

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.

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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

1/2/2019

3.2

Second Amended and Restated Bylaws of Maxar Technologies Inc.

8-K

001-38228

3.1

10/29/2020

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

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

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		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	~~XBRL Instance Document –~~The following financial statements from the ~~instance document does not appear~~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 ~~Interactive Data File because its XBRL tags are embedded within the Inline XBRL document~~Unaudited Condensed Consolidated Financial Statements					X
~~Exhibit~~
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.

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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, ~~2021~~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)

~~By:~~ ~~/s/ Carolyn K. Pittman~~
~~Carolyn K. Pittman~~
~~Senior Vice President and Chief Accounting Officer~~
~~(Principal Accounting Officer)~~

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		Three Months Ended		Nine Months Ended
		September 30, 2020		September 30, 2020¹
Revenues:
Product	$	—	$	44
Service		—		42
Total revenues		—		86
Costs and expenses:
Product costs, excluding depreciation and amortization		—		38
Service costs, excluding depreciation and amortization		—		24
Selling, general and administrative		—		13
Depreciation and amortization		—		4
Impairment loss		—		12
Operating loss		—		(5)
Interest expense, net		—		1
Other income, net²		—		(34)
Income before taxes		—		28
Income tax benefit		—		(4)
Income from operations of discontinued operations, net of tax		—		32
Gain on disposal of discontinued operations, net of tax³		1		305
Income from discontinued operations, net of tax	$	1	$	337


	July 1, 2020
Call option purchase price	$	117
Fair value of existing equity interest		117
Cash settlement of equity awards		26
Purchase consideration	$	260
Assets
Cash and cash equivalents	$	23
Trade and other receivables, net		9
Property, plant and equipment, net		3
Intangible assets, net		73
Other assets		7
Total assets	$	115
Liabilities
Accounts payable	$	1
Accrued liabilities		3
Deferred income tax liability		17
Other current liabilities		6
Total liabilities		27
Fair value of net identifiable assets acquired		88
Goodwill	$	172

			��
	Carrying value			Remaining useful life
Finite-lived intangible assets:
Backlog	$	21			2 years
Trademarks		1			1 year
Existing technology		49			9 years
Existing software		2			2 - 3 years
Total intangible assets	$	73


	Foreign Currency Translation Adjustments		Unrealized Loss on Interest Rate Swaps		Loss on Pension and Other Postretirement Plans		Total Accumulated Other Comprehensive Loss
Balance as of December 31, 2020	$	1	$	(20)	$	(101)	$	(120)
Other comprehensive (loss) income		(1)		6		1		6
Tax benefit (expense)		—		—		—		—
Balance as of March 31, 2021	$	—	$	(14)	$	(100)	$	(114)
Other comprehensive income		—		4		1		5
Tax benefit (expense)		—		—		—		—
Balance as of June 30, 2021	$	—	$	(10)	$	(99)	$	(109)
Other comprehensive income		—		3		1		4
Tax benefit (expense)		—		—		—		—
Balance as of September 30, 2021	$	—	$	(7)	$	(98)	$	(105)


As of September 30, 2021	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	34	$	225	$	259

As of December 31, 2020	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	45	$	234	$	279


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2021		2020		Change		Change		2021		2020		Change		Change
($ millions)
Revenues:
Product	$	166	$	161	$	5	3	%	$	498	$	425	$	73	17	%
Service		271		275		(4)	(1)			804		831		(27)	(3)
Total revenues		437		436		1	0		$	1,302	$	1,256	$	46	4	%
Costs and expenses:
Product costs, excluding depreciation and amortization		144		145		(1)	(1)			448		434		14	3
Service costs, excluding depreciation and amortization		93		95		(2)	(2)			286		275		11	4
Selling, general and administrative		89		90		(1)	(1)			261		237		24	10
Depreciation and amortization		74		95		(21)	(22)			221		274		(53)	(19)
Impairment loss		—		—		—	*			—		14		(14)	(100)
Reduction of gain on sale leaseback		—		4		(4)	(100)			—		4		(4)	(100)
Operating income	$	37	$	7	$	30	*	%	$	86	$	18	$	68	*	%
Interest expense, net		25		36		(11)	(31)			127		133		(6)	(5)
Other income, net		(2)		(91)		89	(98)			(6)		(98)		92	(94)
Income (loss) before taxes	$	14	$	62	$	(48)	(77)	%	$	(35)	$	(17)	$	(18)	106	%
Income tax benefit		—		(22)		22	(100)			(10)		(22)		12	(55)
Equity in income from joint ventures, net of tax		—		—		—	*			—		(1)		1	(100)
Income (loss) from continuing operations		14		84		(70)	(83)		$	(25)	$	6	$	(31)	*
Discontinued operations:
Income from operations of discontinued operations, net of tax		—		—		—	*			—		32		(32)	(100)
Gain on disposal of discontinued operations, net of tax		—		1		(1)	(100)			—		305		(305)	(100)
Income from discontinued operations, net of tax		—		1		(1)	(100)			—		337		(337)	(100)
Net income (loss)	$	14	$	85	$	(71)	(84)	%	$	(25)	$	343	$	(368)	(107)	%


November 3, ~~2021~~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)
	~~By:~~ ~~/s/ Carolyn K. Pittman~~ ~~Carolyn K. Pittman~~ ~~Senior Vice President and Chief Accounting Officer~~ ~~(Principal Accounting Officer)~~