UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
For the quarterly period ended March 31, 2023
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 001-38228

Maxar Technologies Inc.


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


1300 W. 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 ☒

As of ~~October~~April 2726, ~~2022~~2023, there were 7475,~~561~~838,~~562~~570 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~~March 3031, ~~2022~~2023

HIDDEN ROW
Item Number
Table of Contents
PART I
1.	Financial Statements	3
	Unaudited Condensed Consolidated Statements of Operations	3
	Unaudited Condensed Consolidated Statements of Comprehensive ~~Income~~ (Loss) Income	4
	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	98
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2724
3.	Quantitative and Qualitative Disclosures about Market Risk	4537
4.	Controls and Procedures	4537
PART II
1.	Legal Proceedings	4638
1A.	Risk Factors	4638
2.	Unregistered Sales of Equity Securities and Use of Proceeds	7138
3.	Defaults Upon Senior Securities	7138
4.	Mine Safety Disclosures	7138
5.	Other Information	7138
6.	Exhibits	7138
	Signatures	7441

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~~March 3031,				~~September 30,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~
Revenues:
Product	$	~~161~~176	$	~~166~~154	$	~~469~~	$	~~498~~
Service		~~275~~243		~~271~~251		~~810~~		~~804~~
Total revenues		~~436~~419		~~437~~405		~~1,279~~		~~1,302~~
Costs and expenses:
Product costs, excluding depreciation and amortization		~~125~~147		~~144~~127		~~380~~		~~448~~
Service costs, excluding depreciation and amortization		95109		93		~~280~~		~~286~~
Selling, general and administrative		~~110~~117		89104		~~320~~		~~261~~
Depreciation and amortization		6439		7468		~~199~~		~~221~~
Gain on sale of assets		(16)		—		~~(1)~~		—
Operating income		4313		3713		~~101~~		86
Interest expense, net		3029		2523		~~129~~		~~127~~
Other expense (income), net		12		(2)		7		(6)
Other income, net		(2)		(3)
Income (loss) before taxes		1		14		(35)		(35)
Loss before taxes		(14)		(7)
Income tax expense (benefit)		5—		—		6		~~(10)~~
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Net loss	$	(14)	$	(7)

Net (loss) income per common share:
Net loss per common share:
Basic	$	(0.0519)	$	(0.1910)	$	~~(0.56)~~	$	~~(0.36)~~
Diluted	$	(0.0519)	$	(0.1910)	$	~~(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) Income

(In millions)


	Three Months Ended				~~Nine Months Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Net loss	$	(14)	$	(7)
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:
Unrealized gain on interest rate swaps		11		3		23		13
Unrealized (loss) gain on interest rate swaps		(1)		8
Foreign currency translation adjustments		(1)		—		(2)		(1)
Reclassification of (gain) loss to net income		(7)		3
Gain on pension and other postretirement benefit plans		—		1		—		3
Other comprehensive (loss) income, net of tax		(8)		11
Other comprehensive income, net of tax		10		4		21		15
Comprehensive (loss) income, net of tax	$	(22)	$	4
Comprehensive income (loss), net of tax	$	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~~March 3031,		December 31,
	~~2022~~2023		~~2021~~2022
Assets
Current assets:
Cash and cash equivalents	$	2826	$	4752
Trade and other receivables, net		~~399~~379		~~355~~380
Inventory, net		3945		3946
Advances to suppliers		2739		3125
Prepaid assets		32		35
Other current assets		64107		2270
Total current assets		~~589~~628		~~529~~608
Non-current assets:
Orbital receivables, net		~~348~~302		~~368~~307
Property, plant and equipment, net		1,~~036~~113		~~940~~1,094
Intangible assets, net		~~712~~722		~~787~~718
Non-current operating lease assets		~~136~~131		~~145~~133
Goodwill		1,~~627~~649		1,~~627~~649
Other non-current assets		~~109~~95		~~102~~97
Total assets	$	4,~~557~~640	$	4,~~498~~606
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9192	$	7587
Accrued liabilities		7387		4376
Accrued compensation and benefits		6552		~~111~~77
Contract liabilities		~~245~~387		~~289~~364
Current portion of long-term debt		2221		2422
Current operating lease liabilities		3335		4234
Other current liabilities		70105		3876
Total current liabilities		~~599~~779		~~622~~736
Non-current liabilities:
Pension and other postretirement benefits		~~125~~106		~~134~~106
Operating lease liabilities		~~136~~131		~~138~~133
Long-term debt		2,~~172~~193		2,~~062~~172
Other non-current liabilities		6468		7971
Total liabilities		3,~~096~~277		3,~~035~~218
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)		—		—
Common stock ($0.0001 par value, 240 million common shares authorized; 75.5 million and 74.7 million issued and outstanding at March 31, 2023 and December 31, 2022, respectively)		—		—
Additional paid-in capital		2,~~256~~273		2,~~235~~276
Accumulated deficit		(~~763~~887)		(~~720~~873)
Accumulated other comprehensive loss		(3224)		(5316)
Total Maxar stockholders' equity		1,~~461~~362		1,~~462~~387
Noncontrolling interest		—1		1
Total stockholders' equity		1,~~461~~363		1,~~463~~388
Total liabilities and stockholders' equity	$	4,~~557~~640	$	4,~~498~~606

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~~Three Months Ended
	~~September~~March 3031,
	~~2022~~2023		~~2021~~2022
Cash flows provided by (used in):
Operating activities:
Net loss	$	(4114)	$	(257)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		~~199~~39		~~221~~68
Stock-based compensation expense		359		3115
Amortization of debt issuance costs and other non-cash interest expense		125		113
Loss from early extinguishment of debt		53		41
Gain on sale of asset		(6)		—
Cumulative adjustment to SXM-7 revenue		—		30
Other		(2)		5
Deferred income tax expense		1		2
Other		11		(3)
Changes in operating assets and liabilities:
Trade and other receivables, net		~~(31)~~8		~~(33)~~29
Accounts payable and liabilities		5(22)		(5725)
Contract liabilities		~~(44)~~23		(2039)
Other		~~(9)~~4		(121)
Cash provided by operating activities - continuing operations		191		186
Cash provided by operating activities		44		48
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~~63)		(~~156~~64)
Acquisition of investment		(2)		—
Sale of asset		6		—
Cash used in investing activities - continuing operations		(228)		(156)
Acquisition of investment		—		(2)
Cash used in investing activities		(57)		(66)
Financing activities:
Cash paid to extinguish existing Term Loan B		(1,341)		—
Net proceeds from Revolving Credit Facility		20		—
Proceeds from amendment of Term Loan B, net of discount		1,329		—
Settlement of securitization liability		(4)		(4)
Repurchase of 9.75% 2023 Notes, including premium		(537)		(384)
Repayments of long-term debt		(6)		(1)
Proceeds from issuance of 7.75% 2027 Notes		500		—
Other		(12)		(2)
Net proceeds from Revolving Credit Facility		125		—
Cash used in financing activities		(2)		(7)
Debt issuance costs paid		(27)		—
Decrease in cash, cash equivalents, and restricted cash		(15)		(25)
Settlement of securitization liability		(10)		(9)
Cash, cash equivalents, and restricted cash, beginning of year		52		48
Repayments of long-term debt		(12)		(7)
Cash, cash equivalents, and restricted cash, end of period	$	37	$	23
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	$	2826	$	3622
Restricted cash included in prepaid and other current assets		—11		—1
Total cash, cash equivalents, and restricted cash	$	2837	$	3623

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, except per share amounts)

Three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023:


								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
Balance as of December 31, 2022	74.7	$	—	$	2,276	$	(873)	$	(16)	$	1	$	1,388
Common stock issued under employee stock purchase plan	0.18		—		2—		—		—		—		2—
Equity classified stock-based compensation expense	~~0.6~~—		—		6(3)		—		—		—		6(3)
Dividends ($0.01 per common share)	—		—		—		—		—		—		—
Comprehensive (loss) income	—		—		—		(7)		11		—		4
Comprehensive loss	—		—		—		(14)		(8)		—		(22)
Balance as of March 31, 2022	73.4	$	—	$	2,243	$	(727)	$	(42)	$	1	$	1,475
Balance as of March 31, 2023	75.5	$	—	$	2,273	$	(887)	$	(24)	$	1	$	1,363
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

Table of Contents

~~MAXAR~~Three ~~TECHNOLOGIES~~months ~~INC.~~ended March 31, 2022:

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In millions, except per share amounts)

Three and nine months ended September 30, 2021:


								Accumulated
								other				Total
	Common Stock			Additional		Accumulated		comprehensive		Noncontrolling		stockholders’
	Shares	Amount		paid-in capital		deficit		income (loss)		interest		equity
Balance as of December 31, 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


								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 dollars, unless otherwise noted)

1.	GENERAL BUSINESS DESCRIPTION

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

As previously announced, on December 15, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with certain affiliates of funds advised by Advent International Corporation (“Advent”), pursuant to which, subject to the terms and conditions set forth therein, the outstanding shares of common stock of the Company will be acquired for $53.00 per share in an all-cash transaction. At a special meeting of Maxar stockholders held on April 19, 2023, our stockholders voted to adopt the Merger Agreement. We currently anticipate that the transaction will close in early May of 2023, subject to the satisfaction or waiver of the remaining closing conditions. Refer to the “Recent Developments” section of Part I, Item 2 for additional information regarding the Merger Agreement.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

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

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

Use of estimates, assumptions and judgments

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

~~Recent Accounting Guidance Adopted~~8

Reference Rate Reform

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

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

Reference Rate Reform

3In 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. ~~TRADE~~GAAP ~~AND~~guidance ~~OTHER~~on ~~RECEIVABLES~~contract modifications and hedge accounting to ease the financial reporting burdens related to the market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, ~~NET~~2020, and the Company elected to apply the amendments beginning in the second quarter of 2022. On June 30, 2022, the Company amended its existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to the Secured Overnight Financing Rate (“SOFR”) in connection with the Company's amendment and restatement of its Syndicated Credit Facility (as defined below) and elected to apply the contract modification optional expedient to the amendments and consider the amendments as a continuation of the existing contracts without performing an assessment that would otherwise be required under U.S. GAAP. See Note 8 for additional details regarding the amendments to the existing interest swaps.


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

~~The~~3. ~~Company~~TRADE ~~had~~AND ~~orbital~~OTHER ~~receivables from 13 customers for which the largest customer’s value represented 30% of the stated current and non-current balance sheet values as of both September 30~~RECEIVABLES, ~~2022 and December 31, 2021.~~NET

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


	March 31,		December 31,
	2023		2022
Billed	$	182	$	198
Unbilled		151		134
Total trade receivables		333		332
Orbital receivables, current portion		45		44
Other		2		4
Allowance for doubtful accounts		(1)		—
Trade and other receivables, net	$	379	$	380

~~There~~The ~~have~~Company ~~been~~has noorbital ~~changes~~receivables infrom ~~the~~13 ~~allowance~~customers for ~~expected~~which ~~credit~~the ~~losses~~largest ~~related~~customer’s tovalue represents 33% of the stated current and non-current ~~orbital~~balance ~~receivables~~sheet ~~for~~values ~~the~~as ~~nine~~of ~~months~~both ~~ended~~March ~~September~~31, 302023 and December 31, 2022.

There have been no changes in the allowance for expected credit losses related to non-current orbital receivables for the three months ended March 31, 2023.

Securitization liabilities are as follows:


	~~September~~March 3031,		December 31,
	~~2022~~2023		~~2021~~2022
Current portion	$	1715	$	1615
Non-current portion		2115		3218
Total securitization liabilities	$	3830	$	4833

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

4.	INVENTORY, NET


	~~September~~March 3031,		December 31,
	~~2022~~2023		~~2021~~2022
Raw materials	$	3637	$	3444
Work in process		510		64
Total	$	4147	$	4048
Inventory reserve		(2)		(12)
Inventory, net	$	3945	$	3946

5.PROPERTY, PLANT AND EQUIPMENT, NET


	March 31,		December 31,
	2023		2022
Satellites	$	398	$	398
Equipment		212		209
Computer hardware		127		114
Leasehold improvements		95		95
Furniture and fixtures		17		17
Construction in process¹		874		855
Property, plant and equipment, at cost		1,723		1,688
Accumulated depreciation		(610)		(594)
Property, plant and equipment, net	$	1,113	$	1,094

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)


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

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

Depreciation expense for property, plant and equipment was $2018 million and $2319 million for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021, respectively, and $58 million and $67 million for the nine months ended September 30,~~ 2022 ~~and 2021~~, respectively.

6.	INTANGIBLE ASSETS


	~~September~~March 3031, ~~2022~~2023						December 31, ~~2021~~2022
	Gross carryingvalue		Accumulatedamortization		Net carryingvalue		Gross carryingvalue		Accumulated amortization		Net carryingvalue
Customer relationships	$	615	$	(~~223~~245)	$	~~392~~370	$	615	$	(~~190~~234)	$	~~425~~381
Software		~~446~~483		(179)		~~267~~304		~~379~~461		(~~152~~174)		~~227~~287
Technologies		~~367~~49		(~~329~~15)		3834		~~367~~49		(~~278~~14)		8935
Backlog		86		(86)		—		107		(89)		18
Trade names and other		28		(14)		14		28		(13)		15
Image library		80		(80)		—		80		(71)		9
Intangible assets	$	1,175	$	(453)	$	722	$	1,153	$	(435)	$	718
Trade names and other		37		(22)		15		37		(18)		19
Intangible assets	$	1,631	$	(919)	$	712	$	1,585	$	(798)	$	787

The gross carrying value and accumulated amortization balances for fully amortized backlog were removed from the Unaudited Condensed Consolidated Balance Sheets and excluded from the table above as of September 30, 2022. Amortization expense related to intangible assets was $4421 million and $5149 million, for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021, respectively, and $141 million and $154 million for the nine months ended September 30,~~ 2022 ~~and 2021, respectively~~.

1110

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

7.	LONG-TERM DEBT AND INTEREST EXPENSE, NET


	~~September~~March 3031,		December 31,
	~~2022~~2023		~~2021~~2022
Syndicated Credit Facility:
Revolving Credit Facility	$	~~125~~145	$	—125
Term Loan B		1,~~496~~489		1,~~444~~493
9.75% 2023 Notes		—		500
7.75% 2027 Notes		500		500
7.75% 2027 Notes		500		—
7.54% 2027 Notes		150		150
Deferred financing		2019		2619
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(~~102~~94)		(3998)
Total long-term debt		2,~~194~~214		2,~~086~~194
Current portion of long-term debt		(2221)		(2422)
Non-current portion of long-term debt	$	2,~~172~~193	$	2,~~062~~172

Syndicated Credit Facility

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

On June 14, 2022, the Company amended the terms of the Syndicated Credit Facility pursuant to an amended and restated credit agreement (“Amended and Restated Credit Agreement”). The ~~Amended~~maximum ~~and~~Consolidated ~~Restated~~Net ~~Credit~~Debt ~~Agreement (i) replaced the Consolidated~~ Leverage Ratio financial maintenance covenant ~~with~~permitted ~~the~~under ~~Consolidated Net Debt Leverage Ratio (as defined in~~ the Amended and Restated Credit Agreement) ~~financial~~are ~~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 (32) 4.50:1.00 for each fiscal quarter ending on or after March 31, 2024,. ~~(ii)~~The ~~changed the~~ required level of the Interest Coverage Ratio maintenance covenant tois 2.50:1.00 as of the last day of each fiscal quarter~~, (iii) increased the total amount of Term Loan B outstanding to $1~~.5 ~~billion~~As ~~and (iv) permitted the issuance~~ of ~~the~~March ~~7.75%~~31, ~~Senior~~2023, ~~Secured Notes due 2027 (“7.75% 2027 Notes”) and~~ the ~~redemption~~Company ofwas ~~the~~in ~~9.75%~~compliance ~~Senior~~with ~~Secured~~its ~~2023~~debt ~~Notes (“9~~covenants.~~75% 2023 Notes”).~~

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

12Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, if such borrowings are in U.S. dollars, either Adjusted Term SOFR plus an applicable margin ranging from 2.75% to 3.50% or ABR plus an applicable margin ranging from 1.75% to 2.50%, in each case depending on the total Consolidated Net Debt Leverage Ratio. The Company may also, at its option, borrow in Canadian dollars, Euros or British Pounds Sterling using the same applicable margins as noted for U.S. dollars. The Revolving Credit Facility is payable at maturity on June 14, 2027. The Revolving Credit Facility 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~~The ~~under the~~ Revolving Credit Facility ~~bear~~includes ~~interest~~an ataggregate a$200 ~~rate~~million ~~equal~~sub ~~to,~~limit atunder ~~the~~which ~~Company’s~~letters ~~option,~~of ifcredit ~~such~~can ~~borrowings~~be ~~are in U~~issued.S. ~~dollars,~~The ~~either~~Company ~~Adjusted~~had ~~Term~~$13 ~~SOFR~~million ~~plus~~and an$24 ~~applicable~~million ~~margin~~of ~~ranging~~issued ~~from~~and ~~2.75%~~undrawn toletters ~~3.50%~~of orcredit ~~ABR~~outstanding ~~plus~~under anthe ~~applicable~~Revolving ~~margin~~Credit ~~ranging~~Facility ~~from~~as ~~1.75%~~of toMarch ~~2.50%~~31, in2023 ~~each~~and ~~case~~December ~~depending~~31, on2022, ~~the total Consolidated Net Debt Leverage Ratio~~respectively. The ~~Company~~$11 ~~may~~million ~~also,~~decrease atof ~~its~~issued ~~option,~~and ~~borrow~~undrawn inletters ~~Canadian~~of ~~dollars,~~credit ~~Euros or British Pounds Sterling using the same applicable margins as noted for U.S. dollars. The Revolving Credit Facility~~ is ~~payable~~primarily atdue ~~maturity~~to onapproximately ~~June~~$10 ~~14,~~million ~~2027;~~of ~~provided~~obligations ~~that~~now ifbeing ~~the~~collateralized ~~7.75%~~with ~~2027~~cash ~~Notes~~versus ~~are~~previously ~~not~~collateralized ~~repaid in full~~ by ~~the~~letters ~~Springing~~of ~~Maturity~~credit. ~~Date,~~The ~~the~~approximately ~~maturity~~$10 ~~date~~million ~~for~~of ~~the~~cash ~~Revolving~~collateral ~~Credit~~is ~~Facility~~classified ~~will~~as berestricted ~~the~~cash ~~Springing~~within ~~Maturity~~Other ~~Date.~~current ~~The~~assets ~~Revolving~~on ~~Credit Facility may be repaid by~~ the ~~Company,~~Unaudited inCondensed ~~whole~~Consolidated orBalance inSheets ~~part,~~as ~~together~~of ~~with~~March ~~accrued interest~~31, ~~without premium or penalty~~2023.

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

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

9.75% Notes due 2023

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

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

7.75% Notes due 2027

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

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

7.54% Notes due 2027

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

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


	Three Months Ended				~~Nine Months Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~
Interest on long-term debt	$	4346	$	33	$	~~110~~	$	~~110~~
Loss on debt extinguishment		—		—		53		41
Interest on orbital securitization liability		1		1
Interest on orbital securitization liability		—		1		2		3
Capitalized interest		(18)		(11)
Imputed interest and other		2		1		2		2
Interest expense, net	$	29	$	23
Capitalized interest		(15)		(10)		(38)		(29)
Interest expense, net	$	30	$	25	$	129	$	127

8.	FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES

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

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

~~Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)~~12

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

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

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

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


	Recurring Fair Value Measurements as of ~~September~~March 3031, ~~2022~~2023
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	~~394~~400	$	—	$	~~394~~400
Interest rate swaps		—		2213		—		2213
	$	—	$	~~416~~413	$	—	$	~~416~~413
Liabilities
Long-term debt 2	$	—	$	2,~~032~~175	$	—	$	2,~~032~~175
	$	—	$	2,~~032~~175	$	—	$	2,~~032~~175


	Recurring Fair Value Measurements as of December 31, ~~2021~~2022
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables 1	$	—	$	~~481~~392	$	—	$	~~481~~392
Interest rate swaps		—		321		—		321
	$	—	$	~~484~~413	$	—	$	~~484~~413
Liabilities
Interest rate swaps	$	—	$	4	$	—	$	4
Long-term debt 2	$	—	$	2,168	$	—	$	2,168
Long-term debt 2		—		2,132		—		2,132
	$	—	$	2,168	$	—	$	2,168
	$	—	$	2,136	$	—	$	2,136

1 The carrying value of orbital receivables was $~~392~~347 million and $~~417~~351 million as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively.

2 Long-term debt excludes borrowings under the Revolving Credit Facility, deferred financing costs and obligations under finance leases and other, and is carried at amortized cost. The outstanding carrying value was $2,~~044~~045 million ~~and $2,055 million~~ as of ~~September~~both 30March 31, ~~2022~~2023 and December 31, ~~2021, respectively~~2022. The carrying value of borrowings under the Revolving Credit Facility approximates their fair value.

~~On April 29, 2022, $500 million of the Company’s interest rate swaps matured. On June 22, 2022, the Company entered into SOFR interest rate swaps having a notional value of $500 million.~~ In June 2022, the Company amended its existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to SOFR in connection with the Company’s Amended and Restated Credit Agreement. In total, as of ~~September~~March 3031, ~~2022~~2023, an aggregate of $1 billion of the Company’s variable rate long-term debt is fixed at an average one-month SOFR rate of 1.71% (excluding the margin specified in the Syndicated Credit Facility) pursuant to the Company’s outstanding interest rate swaps. In each of June 2023 and June 2024, the Company will have interest rate swap maturities of $500 million.

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

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

1513

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

information. For debt that is not actively traded in the secondary market, the fair value is based on the Company’s indicative borrowing cost derived from dealer quotes or discounted cash flows.

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

There were no transfers into or out of each of the levels of the fair value hierarchy during the periods ended ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022.

9.	STOCKHOLDERS’ EQUITY

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


	Foreign currencytranslationadjustments		~~Unrealized~~Interestrate ~~(loss)gain on interestrate~~ swaps		~~Loss~~Pension ~~on pension~~ and other postretirement ~~plans~~planadjustments		Total accumulatedother ~~comprehensive(loss) income~~comprehensiveloss
Balance as of December 31, 2021	$	(1)	$	(1)	$	(51)	$	(53)
Balance as of December 31, 2022	$	(2)	$	21	$	(35)	$	(16)
Other comprehensive income		—		11		—		11
Other comprehensive loss before reclassifications		—		(1)		—		(1)
Reclassification of gain to net income		—		(7)		—		(7)
Tax benefit (expense)		—		—		—		—
Balance as of March 31, 2022	$	(1)	$	10	$	(51)	$	(42)
Balance as of March 31, 2023	$	(2)	$	13	$	(35)	$	(24)
Other comprehensive (loss) income		(1)		1		—		—
Tax benefit (expense)		—		—		—		—
Balance as of June 30, 2022	$	(2)	$	11	$	(51)	$	(42)
Other comprehensive (loss) income		(1)		11		—		10
Tax benefit (expense)		—		—		—		—
Balance as of September 30, 2022	$	(3)	$	22	$	(51)	$	(32)

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

10.

REVENUES

As of ~~September~~March 3031, ~~2022~~2023, the Company had $3,292 ~~billion~~million 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~~1,309 ~~billion~~million, $~~1.1~~851 ~~billion~~million and $1.5,132 ~~billion~~million for the remaining ~~three~~nine months ending December 31, ~~2022~~2023, the year ending December 31, ~~2023~~2024 and thereafter, respectively.

Contract liabilities by segment are as follows:


As of September 30, 2022	Earth Intelligence		SpaceInfrastructure		Total
As of March 31, 2023	Earth Intelligence		SpaceInfrastructure		Total
Contract liabilities	$	~~114~~99	$	~~131~~288	$	~~245~~387

As of December 31, 2021	Earth Intelligence		SpaceInfrastructure		Total
As of December 31, 2022	Earth Intelligence		SpaceInfrastructure		Total
Contract liabilities	$	32107	$	257	$	~~289~~364

Contract liabilities ~~decreased~~increased to $~~245~~387 million as of ~~September~~March 3031, ~~2022~~2023 from $~~289~~364 million as of December 31, ~~2021~~2022. The ~~decrease~~increase of $4423 million in contract liabilities is primarily due to ~~revenues~~an ~~recognized~~increase ~~based~~in ~~upon~~contract liabilities within the ~~satisfaction~~Space Infrastructure segment driven by recent contracts awarded to the Company. The Company had an immaterial balance of non-current contract liabilities as of March 31, 2023 and December 31, 2022. Non-current contract liabilities are included in Other non-current liabilities on the Unaudited Condensed Consolidated Balance Sheets.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

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


Three Months Ended September 30, 2022	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Three Months Ended March 31, 2023	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Product revenues	$	—	$	~~161~~176	$	—	$	~~161~~176
Service revenues		~~275~~243		—		—		~~275~~243
Intersegment		—		2519		(2519)		—
	$	~~275~~243	$	~~186~~195	$	(2519)	$	~~436~~419

Three Months Ended September 30, 2021	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Three Months Ended March 31, 2022	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Product revenues	$	—	$	~~166~~154	$	—	$	~~166~~154
Service revenues		~~271~~251		—		—		~~271~~251
Intersegment		—		1423		(1423)		—
	$	~~271~~251	$	~~180~~177	$	(1423)	$	~~437~~405

Nine Months Ended September 30, 2022	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Product revenues	$	—	$	469	$	—	$	469
Service revenues		810		—		—		810
Intersegment		—		80		(80)		—
	$	810	$	549	$	(80)	$	1,279

Nine Months Ended September 30, 2021	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Product revenues	$	—	$	498	$	—	$	498
Service revenues		804		—		—		804
Intersegment		—		43		(43)		—
	$	804	$	541	$	(43)	$	1,302

~~Certain~~Revenue ofin the ~~Company’s~~Space Infrastructure segment is primarily generated from long-term construction contracts. ~~with~~Due ~~customers~~to inthe long-term nature of these contracts, the ~~Space~~Company ~~Infrastructure~~generally ~~segment~~recognizes ~~include~~revenue aover ~~significant~~time ~~financing~~using ~~component~~the ~~since~~cost-to-cost ~~payments~~method ~~are~~to ~~received~~measure ~~from~~progress. Under the ~~customer~~cost-to-cost ~~more~~method, ~~than~~revenue ~~one~~is ~~year~~recognized ~~after~~based ~~delivery~~on the proportion of ~~the~~total ~~promised~~costs ~~goods~~incurred orto ~~services.~~estimated ~~The~~total ~~Company~~costs-at-completion ~~recognized~~("EAC"). ~~orbital~~Revenue ~~interest~~recognition ~~revenue~~is ofalso $6contingent ~~million~~on ~~for~~estimated ~~both~~contractual ~~the~~consideration. ~~three~~An ~~months~~EAC ~~ended~~includes ~~September~~all ~~30,~~direct ~~2022~~costs and ~~2021~~indirect ~~and~~costs ~~$20~~directly ~~million~~attributable ~~for~~to ~~both~~a ~~the~~program ~~nine~~or ~~months~~allocable ~~ended~~based ~~September~~on ~~30,~~program ~~2022~~cost ~~and~~pooling ~~2021~~arrangements. ~~related~~Estimates toregarding ~~these~~the ~~contracts~~Company’s costs associated with the design, ~~which~~manufacture isand ~~included~~delivery inof ~~product~~products ~~revenues~~and services are used in determining the ~~Unaudited~~EAC. ~~Condensed~~Changes ~~Consolidated~~to ~~Statements~~EAC ofcost ~~Operations~~or estimated contractual consideration are recorded as a cumulative catch-up adjustment.

~~Revenue~~The Company has certain programs in the Space Infrastructure segment iswhich ~~primarily~~contain ~~generated~~significant ~~from~~development ~~long-term~~efforts ~~construction~~that ~~contracts.~~have ~~Due~~experienced todelays ~~the~~and ~~long-term nature of these contracts, the Company generally recognizes revenue over time using the~~ cost~~-to-cost~~ ~~method~~growth toprimarily ~~measure~~due ~~progress. Under the cost-~~to~~-cost~~ ~~method, revenue is recognized based on~~ the ~~proportion~~complexity of ~~total~~the ~~costs~~programs ~~incurred~~resulting toin ~~estimated~~an ~~total~~overall ~~costs-at-completion~~loss ~~("EAC")~~position. ~~Revenue~~The ~~recognition~~Company isrecorded ~~also~~EAC ~~contingent~~adjustments on ~~estimated~~loss ~~contractual~~contracts ~~consideration.~~of An$7 ~~EAC~~million ~~includes all direct costs~~ and ~~indirect~~$9 ~~costs~~million ~~directly~~for ~~attributable to a program or allocable based on program cost pooling arrangements. Estimates regarding~~ the ~~Company’s~~three ~~costs~~months ~~associated~~ended ~~with~~March ~~the design~~31, ~~manufacture~~2023 and ~~delivery~~2022, ~~of products and services are used in determining the EAC~~respectively. ~~Changes to an EAC or estimated contractual consideration are recorded as a cumulative adjustment to revenue.~~

17The Company recognized revenue from post-launch services within the Space Infrastructure segment of $6 million for both the three months ended March 31, 2023 and 2022.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

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

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


	Three Months Ended				~~Nine Months Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~
United States	$	~~372~~365	$	~~363~~335	$	~~1,062~~	$	~~1,058~~
Asia		2420		2522		71		67
Middle East		1512		1315		45		40
Europe		148		1817		41		54
Australia		56		97		38		57
Canada		3		36		12		8
Other		35		63		10		18
Total revenues	$	~~436~~419	$	~~437~~405	$	~~1,279~~	$	~~1,302~~

1815

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Revenues from significant customers are as follows:


Three Months Ended September 30, 2022	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Three Months Ended March 31, 2023	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
U.S. federal government and agencies	$	~~188~~168	$	5575	$	—	$	243
Commercial and other		8775		~~131~~120		(2519)		~~193~~176
Total revenues	$	~~275~~243	$	~~186~~195	$	(2519)	$	~~436~~419

Three Months Ended September 30, 2021	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
Three Months Ended March 31, 2022	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
U.S. federal government and agencies	$	~~174~~169	$	5163	$	—	$	~~225~~232
Commercial and other		9782		~~129~~114		(1423)		~~212~~173
Total revenues	$	~~271~~251	$	~~180~~177	$	(1423)	$	~~437~~405

Nine Months Ended September 30, 2022	EarthIntelligence		SpaceInfrastructure		Eliminations		Total
U.S. federal government and agencies	$	540	$	176	$	—	$	716
Commercial and other		270		373		(80)		563
Total revenues	$	810	$	549	$	(80)	$	1,279

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

The Company had revenues from a commercial customer (“Customer A”) in the Space Infrastructure segment that represented 1213% ~~and 18%~~ of total revenues for the three months ended ~~September~~March 3031, ~~2022~~2023. ~~and~~The ~~2021,~~revenues ~~respectively~~from commercial Customer A were below 10% for the three months ended March 31, ~~and~~2022. 11The Company had revenues from another commercial customer (“Customer B”) in the Space Infrastructure segment that were below 10% ~~and~~for 19the three months ended March 31, 2023. The revenues from commercial Customer B represented 11% of the Company’s total revenues for the ~~nine~~three months ended ~~September~~March 3031, 2022 ~~and 2021, respectively~~.

11.	SEGMENT INFORMATION

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

The Company’s Chief Operating Decision Maker measures the performance of each segment based on revenue and Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for certain items affecting comparability of the Company’s ongoing operating results as specified in the calculation. Certain items affecting the comparability of our ongoing operating results between periods include restructuring, impairments, insurance recoveries, gain (loss) on sale of assets, (gain) loss on orbital receivables allowance, offset obligation fulfillment, amortization of deferred ERP implementation costs 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.

19Intersegment 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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

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


	Three Months Ended				~~Nine Months Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~
Revenues:
Earth Intelligence	$	~~275~~243	$	~~271~~251	$	~~810~~	$	~~804~~
Space Infrastructure		~~186~~195		~~180~~177		~~549~~		~~541~~
Intersegment eliminations		(2519)		(1423)		~~(80)~~		~~(43)~~
Total revenues	$	~~436~~419	$	~~437~~405	$	~~1,279~~	$	~~1,302~~

Adjusted EBITDA:
Earth Intelligence	$	~~115~~73	$	~~124~~99	$	~~343~~	$	~~362~~
Space Infrastructure		3314		1419		71		29
Intersegment eliminations		(108)		(59)		~~(28)~~		~~(17)~~
Corporate and other expenses		(2822)		(2025)		~~(73)~~		~~(62)~~
Offset obligation fulfillment		(12)		—		(12)		—
Restructuring		(5)		(1)
Restructuring		(5)		—		(10)		—
Transaction and integration related expense		(4)		—
Transaction and integration related expense		—		(1)		(1)		(1)
Amortization of deferred ERP implementation costs		(1)		—
Gain on sale of asset		16		—		1		—
Depreciation and amortization		(6439)		(7468)		~~(199)~~		~~(221)~~
Interest expense, net		(3029)		(2523)		~~(129)~~		~~(127)~~
Interest income 1		1		1		2		2
Income (loss) before taxes	$	1	$	14	$	(35)	$	(35)
Loss before taxes	$	(14)	$	(7)

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

The Company’s ~~incurred~~capital ~~restructuring~~expenditures ~~costs of $5 million and $10 million for the three and nine months ended September 30, 2022, respectively. The restructuring costs~~ are ~~primarily~~as ~~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.~~follows:


Three Months Ended March 31, 2023	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	22	$	4	$	13	$	39
Intangible assets		23		—		1		24
	$	45	$	4	$	14	$	63

Three Months Ended March 31, 2022	Earth Intelligence		Space Infrastructure		Corporate and Eliminations		Total
Capital expenditures:
Property, plant and equipment	$	28	$	3	$	12	$	43
Intangible assets		19		—		2		21
	$	47	$	3	$	14	$	64

Substantially all of the Company’s long-lived tangible assets were in the United States as of March 31, 2023 and December 31, 2022.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

The Company’s capital expenditures are as follows:


Three Months Ended September 30, 2022	EarthIntelligence		SpaceInfrastructure		Corporate andEliminations		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	EarthIntelligence		SpaceInfrastructure		Corporate andEliminations		Total
Capital expenditures:
Property, plant and equipment	$	19	$	3	$	5	$	27
Intangible assets		22		—		2		24
	$	41	$	3	$	7	$	51

Nine Months Ended September 30, 2022	EarthIntelligence		SpaceInfrastructure		Corporate andEliminations		Total
Capital expenditures:
Property, plant and equipment	$	100	$	9	$	50	$	159
Intangible assets		63		—		4		67
	$	163	$	9	$	54	$	226

Nine Months Ended September 30, 2021	EarthIntelligence		SpaceInfrastructure		Corporate andEliminations		Total
Capital expenditures:
Property, plant and equipment	$	47	$	11	$	26	$	84
Intangible assets		64		—		8		72
	$	111	$	11	$	34	$	156

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

12.

EMPLOYEE BENEFIT PLANS

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


	Three Months Ended				~~Nine Months Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~
Interest cost	$	45	$	34	$	11	$	10
Expected return on plan assets		(76)		(7)		~~(22)~~		~~(21)~~
Amortization of net loss		—		1		—		4
Expenses paid		1		1
Expenses paid		1		1		2		2
Net periodic benefit credit	$	—	$	(2)
Net periodic benefit credit	$	(2)	$	(2)	$	(9)	$	(5)

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Contributions

The funding policy for the Company’s pension and postretirement benefit plans is to contribute at least the minimum required by applicable laws and regulations or to directly make benefit payments where appropriate. In 2021, the Company elected to take advantage of certain provisions of the American Rescue Plan Act of 2021 and due to the Company’s election, there are no required contributions for the Company’s qualified pension plan for the year ending December 31, 2023, and there were no required contributions for the year ended December 31, 2022.

13.	INCOME TAXES

For the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, the effective tax rate on Income before taxes was ~~500.~~0% ~~and 0%, respectively~~. ~~For the nine months ended September 30, 2022 and 2021, the effective tax rate on (Loss) before taxes was (17.1)% and 28.6%, respectively.~~ The effective tax rates for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 ~~differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences, changes in valuation allowance~~ and ~~estimated~~2022 ~~Base Erosion and Anti-Abuse Tax (“BEAT”). The effective tax rates for the three and nine months ended September 30, 2021~~ differ from the statutory U.S. federal income tax rate of 21.0% primarily due to ~~a change in the~~ estimated ~~BEAT driven by a change in tax strategy enabled by a reduction in forecasted interest expense, estimated~~ permanent differences, ~~tax on foreign earnings~~ and changes in valuation allowance. The Company does not anticipate a significant change to the Company’s gross unrecognized tax benefits within the next 12 months.

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

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

2218

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

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


	Three Months Ended				~~Nine Months Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2022~~2023		~~2021~~2022		~~2022~~		~~2021~~
Net (loss) income	$	(4)	$	14	$	(41)	$	(25)
Net loss	$	(14)	$	(7)

Weighted average number of common shares outstanding-basic		7475.30		7273.62		~~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
Weighted average number of common shares outstanding - diluted		75.0		73.2

Net (loss) income per common share:
Net loss per common share:
Basic	$	(0.0519)	$	(0.1910)	$	~~(0.56)~~	$	~~(0.36)~~
Diluted	$	(0.0519)	$	(0.1910)	$	~~(0.56)~~	$	~~(0.36)~~

For ~~both~~ the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, approximately 2 million ~~shares subject to awards~~ and ~~for the nine months ended September 30, 2022 and 2021, approximately~~ 3 million ~~and 4 million~~ shares subject to awards, respectively, were excluded from the diluted weighted average number of ordinary common shares outstanding calculation because their effect would have been anti-dilutive.

15.	COMMITMENTS AND CONTINGENCIES

Contingencies in the Normal Course of Business

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

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

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

2319

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.

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

~~Legal~~In ~~proceedings~~the fourth quarter of 2022, the Company made its first payment towards the $12 million offset obligation in the amount of $4 million. As of March 31, 2023 the remaining offset obligation balance to be settled is a short-term liability of $8 million, of which $4 million is to be paid during 2023 and the remaining $4 million is to be paid in early 2024.

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

InLegal 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 proceedings

24On January 14, 2019, a Maxar stockholder filed a putative class action lawsuit captioned Oregon Laborers Employers Pension Trust Fund, et al. v. Maxar Technologies Inc., No. 1:19-cv-00124-WJM-SKC in the United States District Court for the District of Colorado (“Colorado Action”), naming Maxar and members of management as defendants alleging, among other things, that the Company’s public disclosures were deficient in violation of the federal securities laws and seeking monetary damages. On October 7, 2019, the lead plaintiff filed a consolidated amended complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company and members of management in connection with the Company’s public disclosures between March 26, 2018 and January 6, 2019. The consolidated complaint alleges that the Company’s statements regarding the AMOS-8 contract, accounting for its GEO communications assets, and WorldView-4 were allegedly false and/or misleading during the class period. On September 11, 2020, the court granted in part, and denied in part, defendants’ motion to dismiss. On July 16, 2021, the court in the Colorado Action certified a class consisting of investors who purchased or acquired Maxar stock between May 9, 2018 and October 30, 2018, inclusive. The parties have reached an agreement to resolve the action on a class-wide basis for a one-time payment of $27 million, to be funded by insurance maintained by Maxar. The Company recorded a liability of $27 million within Other current liabilities and an asset within Other current assets on the Company’s Unaudited Condensed Consolidated Balance Sheet. The agreement is contingent on Court approval. As part of the Court approval

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~~process, ~~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 ofwill ~~management~~have ~~and~~an ~~the~~opportunity ~~board~~to ofobject ~~directors as defendants as well as Maxar’s auditor~~to, ~~KPMG~~or ~~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~~opt-8out ~~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~~settlement ~~served~~pursuant ~~their~~to ~~motion~~procedures ~~record for leave under the Securities Act (Ontario) and~~ to ~~certify~~be ~~the~~established ~~action~~by ~~as a class proceeding. By order dated September 23, 2021,~~ the ~~action against KPMG LLP was discontinued~~Court. ~~On March 10, 2022, the plaintiffs’ motion for leave and certification was dismissed. The plaintiffs have not appealed the dismissal and the time period for such appeal expired on April 11, 2022.~~

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

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

On ~~September~~October 1521, ~~2021~~2019, a Maxar stockholder ~~derivative~~filed a putative class action ~~was~~lawsuit ~~filed~~captioned ~~against~~McCurdy v. Maxar Technologies ~~and~~Inc., ~~certain~~et ~~current~~al., No. 19CV35070 in the Superior Court of the State of California, County of Santa Clara, naming Maxar and ~~former~~certain members of management and the ~~board~~Board of ~~directors~~Directors inas ~~the~~defendants. ~~Court~~The lawsuit alleges violations of ~~Chancery~~Sections 11, 12(a)(2) and 15 of the ~~State~~Securities ofAct ~~Delaware,~~in ~~captioned~~connection aswith ~~Egan~~the Company’s June 2, on2017 ~~behalf~~Registration Statement and Prospectus (“Offering Materials”) filed in anticipation of ~~Maxar~~its ~~Technologies~~October 5, 2017 merger with DigitalGlobe, Inc., v(“DigitalGlobe Merger”). ~~Lance~~On April 30, et2020, althe 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, Cthe 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.A. NoOn 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 parties have reached an agreement to resolve the action on a class-~~0796~~wide basis for a one-~~PAF~~time payment of $37 million, to be funded by insurance maintained by Maxar. The ~~complaint~~Company ~~concerns~~recorded ~~the~~a ~~same~~liability ~~factual~~of ~~allegations~~$37 asmillion ~~asserted~~within inOther current liabilities and an asset within Other current assets on the ~~Colorado~~Company’s ~~Action~~Unaudited Condensed Consolidated Balance Sheet. The ~~action~~agreement is ~~currently~~contingent ~~stayed~~on byCourt ~~stipulation~~approval. As part of the ~~parties~~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.

~~The~~ On ~~Company~~November is14, 2019, a ~~party~~derivative toaction ~~various~~was ~~other~~filed ~~legal~~against Maxar and ~~proceedings~~certain current and ~~claims~~former ~~that~~members ~~arise~~of inmanagement and the ~~ordinary~~Board ~~course~~ of ~~business~~Directors asin ~~either~~the aUnited ~~plaintiff~~States orDistrict ~~defendant.~~Court Asfor athe ~~matter~~District of ~~course~~Delaware, ~~the~~captioned ~~Company~~as isDorling, ~~prepared~~Derivatively ~~both~~on toBehalf ~~litigate~~of ~~these~~Nominal ~~matters~~Defendant Maxar Technologies toInc. ~~judgment~~v. Lance, aset ~~well~~al., asNo. to19-cv-02134-UNA. On ~~evaluate~~September ~~and~~18, ~~consider~~2020, ~~all~~another ~~reasonable~~purported ~~settlement~~derivative ~~opportunities.~~action ~~The~~was ~~Company~~filed ~~establishes~~in ~~accrued~~the ~~liabilities~~same ~~for~~court ~~these~~against ~~matters~~Maxar ~~where~~and ~~losses~~certain ~~are~~current ~~deemed probable~~ and ~~reasonably~~former ~~estimable.~~members ~~The~~of ~~outcome~~management ofand ~~any~~the Board of ~~these~~Directors, ~~other~~captioned ~~proceedings~~as Golub, ~~either~~Derivatively ~~individually~~on orBehalf inof ~~the~~Maxar ~~aggregate,~~Technologies isInc. ~~not~~v. ~~expected~~Lance, toet ~~have~~al., aNo. ~~material~~20-cv-01251-UNA. ~~adverse~~Both ~~effect~~complaints onconcern the ~~Company’s~~same ~~financial~~factual ~~position,~~allegations ~~results~~as ofasserted ~~operations~~in orthe ~~liquidity.~~Colorado Action. The ~~Company~~court ~~expenses~~has ~~legal~~consolidated ~~fees~~and ~~related~~stayed toboth ~~contingencies~~derivative ~~as incurred~~cases.

~~The~~On ~~Company~~September ~~maintains~~15, ~~insurance~~2021, ~~policies~~a ~~for~~derivative ~~settlements~~action ~~and~~was ~~judgments,~~filed asagainst ~~well~~Maxar asand ~~legal~~certain ~~defense~~current ~~costs,~~and ~~for~~former ~~lawsuits~~members ~~such~~of asmanagement ~~those~~and ~~described~~the Board of Directors in the ~~preceding~~Court ~~paragraphs,~~of ~~although~~Chancery of the ~~amount~~State of ~~insurance~~Delaware, ~~coverage~~captioned ~~that~~as ~~the~~Egan, ~~Company~~on ~~maintains~~behalf ~~may~~of ~~not~~Maxar beTechnologies ~~adequate~~Inc., tov. ~~cover~~Lance, ~~all~~et ~~claims~~al., orC.A. ~~liabilities~~No. In2021-0796-PAF. ~~addition,~~The ~~provisions~~complaint ofconcerns the ~~Company’s~~same ~~Certificate~~factual allegations as asserted in the Colorado Action. The action is currently stayed by stipulation of the parties.

25Eight complaints in connection with the Merger Agreement have been filed in federal court as individual actions. Those complaints are captioned as follows: (1) O’Dell v. Maxar Technologies Inc., et al., 23-cv-00929 (filed February 3, 2023 in the Southern District of New York); (2) Johnson v. Maxar Technologies Inc., et al., 23-cv-00383 (filed February 9, 2023 in the District of Colorado); (3) Zaczkiewicz v. Maxar Technologies Inc., et al., 23-cv-00401-STV (filed February 10, 2023 in the District of Colorado); (4) Jeweltex Manufacturing Retirement Plan v. Maxar Technologies Inc., et al., 23-cv-00873 (filed February 27, 2023 in the Northern District of California); (5) Coffman v. Maxar Technologies Inc., et al., 23-cv-02261 (filed March 16, 2023 in the Southern District of New York); (6) Finger v. Maxar Technologies Inc., et al., 23-cv-00306-UNA (filed March 20, 2023 in the District of Delaware); (7) Respler & Teitelbaum MD PC PSP v. Maxar Technologies Inc., et al., 23-cv-02362 (filed March 20, 2023 in the Southern District of New York); and (8) Ryan v. Maxar Technologies Inc., et al., 23-cv-02437 (filed March 22, 2023 in the Southern District of New York) (the “Federal Court Complaints”). Additionally, one complaint in connection with the Merger Agreement was filed in Colorado state court: Garfield v. Cyprus, et al., 2023CV30393 (filed March 16, 2023 in the Colorado District Court, Adams County) (the “State Court Complaint,” and, together with the Federal Court Complaints, the “Complaints”).

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

~~Incorporation~~The Federal Court Complaints generally allege that the preliminary proxy statement filed by Maxar on January 31, ~~Bylaws~~2023 (the “Preliminary Proxy Statement”) and/or ~~indemnification~~the ~~agreements~~definitive ~~entered~~proxy ~~into~~statement filed by Maxar on March 16, 2023 (the “Definitive Proxy Statement”), both filed in connection with ~~current~~the Merger Agreement, misrepresent and/or ~~former~~omit ~~directors~~certain purportedly material information related to the Merger Agreement. The Federal Court Complaints assert violations of Sections 14(a) and ~~officers~~20(a) ~~require~~of the ~~Company~~Exchange Act and Rule 14a-9 promulgated thereunder against Maxar and the members of Maxar’s Board of Directors. The Federal Court Complaints seek, among other things: (i) an injunction enjoining the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) rescission or rescissory damages in the event the Merger and the other transactions contemplated by the Merger Agreement are consummated; (iii) direction that the defendants comply with the Exchange Act and disseminate a revised proxy statement; (iv) direction that defendants account for all damages suffered as a result of any misconduct; (v) costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees; and (vi) other relief the court may deem just and proper. The State Court Complaint also generally alleges certain misrepresentations and/or omissions of purportedly material information in the Definitive Proxy Statement related to ~~indemnify~~the ~~these~~Merger ~~directors~~Agreement, asserting violations of the Colorado Securities Act, Colorado Revised Statutes §§ 11-51-501 and ~~officers~~11-51-604(3) against ~~certain~~Maxar ~~liabilities~~and ~~that~~the ~~may~~members ~~arise~~of byMaxar’s ~~reason~~Board of ~~their~~Directors, ~~status~~violations orof ~~service~~§§ 11-51-604(5)(b) and (c) against the members of Maxar’s Board of Directors, as ~~directors~~well as allegations of misrepresentations and concealment, and negligent misrepresentation and concealment, under Colorado state law against Advent, Maxar and the members of Maxar’s Board of Directors. The State Court Complaint seeks, among other things: (i) a declaration that the defendants have violated Colorado Revised Statute § 11-51-501; (ii) a declaration that the defendants fraudulently or ~~officers~~negligently misrepresented and toomitted ~~advance~~purportedly ~~expenses~~material facts in the Definitive Proxy Statement; (iii) enjoining further violations of § 11-51-501; (iv) enjoining and/or rescinding the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (v) enjoining further alleged misrepresentations related to ~~such~~the ~~directors~~Definitive Proxy Statement; (vi) dissemination of a proxy statement that does not contain purportedly false or ~~officers~~misleading instatements; ~~connection~~(vii) ~~therewith~~attorneys’ fees, experts’ fees, interest and costs; and (viii) other such relief the court may find just and proper.

In addition to the Complaints, starting on February 6, 2023, purported stockholders of Maxar sent demand letters (together with the Complaints, the “Matters”) alleging similar deficiencies regarding the disclosures made in the Preliminary Proxy Statement and the Definitive Proxy Statement. One such letter additionally seeks corporate books and records in order to investigate alleged wrongdoing by Maxar’s Board of Directors, executive officers and/or financial advisors in connection with the Merger Agreement.

16Maxar cannot predict the outcomes of the Matters. ~~SUPPLEMENTAL~~Maxar ~~CASH~~management ~~FLOW~~believes that the Matters are without merit and intends to vigorously defend against the Matters and any subsequent demands or filed actions. If additional similar complaints are filed or demands sent, absent new or significantly different allegations, Maxar will not necessarily disclose such additional filings or demands.

~~Selected~~To ~~cash~~avoid ~~payments~~the risk of the Matters delaying or adversely affecting the Merger and ~~non~~to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Maxar determined to make voluntary supplemental disclosures related to the Merger for the purpose of mooting any alleged disclosure issues (the “litigation-~~cash~~related ~~activities~~supplemental ~~are~~disclosures”). asThe ~~follows:~~litigation-related supplemental disclosures were filed by Maxar on a Form 8-K on April 11, 2023. The State Court Complaint was voluntarily dismissed with prejudice on April 12, 2023.

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

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)


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

The Company maintains insurance policies for settlements and judgments, as well as legal defense costs, for lawsuits such as those described in the preceding paragraphs, although the amount of insurance coverage that the Company maintains may not be adequate to cover all claims or liabilities. In addition, provisions of the Company’s Certificate of Incorporation, Bylaws and indemnification agreements entered into with current and former directors and officers require the Company, among other things, to indemnify these directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers and to advance expenses to such directors or officers in connection therewith.

16.	SUPPLEMENTAL CASH FLOW

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


	Three Months Ended
	March 31,
	2023		2022
Supplemental operating cash flow information:
Cash paid for interest	$	29	$	15
Income tax (refunds), net of payments		—		(8)
Supplemental non-cash investing and financing activities:
Accrued capital expenditures		9		19

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.

Table of Contents

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

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined in Section 27A of the ~~U.S.~~United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements usually relate to future events and ~~may include statements regarding, among other things, our~~ anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking.

These forward-looking statements are based on management’s current expectations and assumptions based on information currently known to us and our projections of the future, about which we cannot be certain. Forward-looking statements are subject to various risks and uncertainties which could cause actual results to differ materially from the anticipated results or expectations expressed in this Quarterly Report on Form 10-Q. AsSuch afactors, ~~result~~risks and uncertainties include: (1) the occurrence of any event, ~~although~~change weor ~~believe~~other wecircumstances ~~have~~that acould ~~reasonable~~give ~~basis~~rise ~~for~~to ~~each~~the ~~forward-looking~~termination ~~statement~~of ~~contained~~the inmerger ~~this~~agreement ~~Quarterly~~between ~~Report~~the parties to the proposed transaction; (2) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (3) risks related to disruption of management’s attention from Maxar’s ongoing business operations due to the proposed transaction; (4) the effect of the announcement of the proposed transaction on ~~Form~~the ~~10-Q~~ability of Maxar to retain and hire key personnel and maintain relationships with its customers, ~~undue~~suppliers ~~reliance~~and ~~should~~others ~~not~~with bewhom ~~placed~~it does business, or on its operating results and business generally; (5) the ~~forward~~ability of Maxar to meet expectations regarding the timing and completion of the transaction; (6) the impacts resulting from the conflict in Ukraine or related geopolitical tensions; (7) the impacts of the global COVID-~~looking~~19 ~~statements~~pandemic ~~because~~or weany ~~can~~other ~~give~~pandemics, noepidemics ~~assurance~~or ~~that~~infectious ~~they~~disease ~~will~~outbreaks; ~~prove~~(8) Maxar’s ability to begenerate ~~accurate.~~a ~~Risks~~sustainable order rate for the satellite and ~~uncertainties~~space ~~that~~manufacturing ~~could~~operations ~~cause~~and ~~actual~~develop ~~results~~new technologies to ~~differ~~meet ~~materially~~the ~~from~~needs ~~current~~of ~~expectations~~its ~~include~~customers or potential new customers; (9) the impacts of any changes to the policies, priorities, regulations, mandates and funding levels of governmental entities; (10) the impacts if Maxar’s programs fail to meet contractual requirements or its products contain defects or fail to operate in the expected manner; (11) any significant disruption in or unauthorized access to Maxar’s computer systems or those ~~set~~of ~~forth~~third parties that it utilizes in ~~Part~~its IIoperations, ~~Item~~including ~~1A,~~those ~~“Risk~~relating ~~Factors”~~to cybersecurity or arising from cyber-attacks, and ~~elsewhere~~security threats could result in ~~this~~a ~~MD&A~~loss or degradation of service, asunauthorized ~~such~~disclosure ~~risks~~of data, or theft or tampering of intellectual property; (12) satellites are subject to construction and ~~uncertainties~~launch ~~may~~delays, belaunch ~~updated~~failures, damage or ~~superseded~~destruction ~~from~~during ~~time~~launch; to(13) ~~time~~if byMaxar ~~subsequent~~satellites ~~reports~~fail weto ~~file~~operate ~~with~~as intended; (14) the ~~Securities~~impacts of any loss of, or damage to, a satellite and ~~Exchange~~any ~~Commission.~~failure ~~The~~to ~~forward-looking~~obtain ~~statements~~data ~~contained~~or inalternate ~~this~~sources ~~Quarterly~~of ~~Report~~data onfor ~~Form~~Maxar’s ~~10-Q~~products; ~~speak~~(15) ~~only~~any asinterruption or failure of ~~the~~Maxar’s ~~date~~infrastructure ~~hereof~~or ~~and~~national ~~are~~infrastructure; ~~expressly~~(16) ~~qualified~~Maxar’s business with various governmental entities is concentrated in ~~their~~a ~~entirety~~small bynumber ~~the~~of ~~foregoing~~primary ~~risks~~contracts; (17) Maxar operates in highly competitive industries and ~~uncertainties.~~in ~~Additional~~various ~~risks~~jurisdictions across the world; (18) uncertain global macro-economic and ~~uncertainties~~political ~~not~~conditions; ~~currently~~(19) ~~known~~Maxar is a party to uslegal proceedings, investigations and other claims or ~~that~~disputes, wewhich ~~currently~~are ~~deem~~costly to bedefend ~~immaterial~~and, ~~may~~if ~~also~~determined ~~materially~~ adversely ~~affect~~to ~~our business~~it, ~~prospects~~could require it to pay fines or damages, ~~financial~~undertake ~~condition~~remedial measures or prevent it from taking certain actions; (20) Maxar’s ability to attract, ~~results~~train ofand retain employees; (21) any disruptions in U.S. government operations and ~~cash~~funding; ~~flows~~(22) any changes in U.S. Wegovernment ~~undertake~~policy noregarding ~~obligation~~use of commercial data or space infrastructure providers, or material delay or cancellation of certain U.S. government programs; (23) Maxar’s business involves significant risks and uncertainties that may not be covered by insurance; (24) Maxar often relies on a single vendor or a limited number of vendors to ~~publicly~~provide ~~update~~certain key products or ~~revise~~services; (25) any disruptions in the supply of ~~our~~key ~~forward-looking~~raw ~~statements~~materials ~~after~~or ~~the~~components ~~date~~and ~~they~~any ~~are~~difficulties ~~made~~in the supplier qualification process, ~~whether~~as well as aany ~~result~~increases in prices of ~~new~~raw ~~information~~materials; (26) any changes in Maxar’s accounting estimates and assumptions; (27) Maxar may be required to recognize impairment charges; (28) Maxar’s business is capital intensive, and it may not be able to raise adequate capital to finance its business strategies, including funding future ~~events~~satellites, or ~~otherwise~~to refinance or renew its debt financing arrangements, ~~except~~or it may be able to ~~the~~do ~~extent~~so ~~required~~only on terms that significantly restrict its ability to operate its business; (29) Maxar’s 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; (30) Maxar’s indebtedness and other contractual obligations; (31) Maxar’s current financing arrangements contain certain restrictive covenants that impact its future operating and financial flexibility; (32) Maxar’s actual operating results may differ significantly from its guidance; (33) Maxar could be adversely impacted by ~~law~~actions of activist stockholders; (34) the price of Maxar’s common stock has been volatile and may fluctuate substantially; (35) Maxar’s operations in the U.S. government market

Table of Contents

are subject to significant regulatory risk; (36) failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of Maxar’s ability to provide its products and services, and could result in loss of current and future business with the U.S. government; (37) Maxar’s business is subject to various regulatory risks; (38) any changes in tax law, in Maxar’s tax rates or in exposure to additional income tax liabilities or assessments; (39) Maxar’s ability to use its U.S. federal and state net operating loss carryforwards and certain other tax attributes may be limited; (40) Maxar’s operations are subject to governmental law and regulations relating to environmental matters, which may expose it to significant costs and liabilities; and (41) the other risks listed from time to time in Maxar’s filings with the SEC. As a result, although we believe we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be accurate. The forward-looking statements contained in this Quarterly Report on Form 10-Q speak only as of the date hereof and are expressly qualified in their entirety by the foregoing risks and uncertainties. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition, results of operations and cash flows. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

*****

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

OVERVIEW

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

Unless otherwise indicated, our significant accounting policies and estimates, material cash requirements, commitments, contingencies and business risks and uncertainties as described in our MD&A and consolidated financial statements for the year ended December 31, ~~2021~~2022, are substantially unchanged.

RECENT DEVELOPMENTS

~~WorldView~~Agreement ~~Legion~~and ~~satellites~~Plan ~~update~~of Merger with Advent International Corporation

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

InOn ~~October~~December 15, 2022, aswe ~~part~~entered into the Merger Agreement with Galileo Parent, Inc., a Delaware corporation (“Parent”), Galileo Bidco, Inc., a Delaware corporation and wholly owned subsidiary of ~~our~~Parent ~~annual~~(“Merger ~~update~~Sub”), weand ~~re-evaluated~~solely for the ~~depreciable~~purposes ~~lives~~set forth therein, Galileo Topco, Inc., a Delaware corporation and an indirect parent of ~~our~~Parent ~~satellites~~(“Preferred ~~based~~Equity onIssuer”). ~~established~~Parent, ~~methodologies~~Merger ~~used~~Sub ~~for~~and ~~accounting~~Preferred ~~purposes~~Equity Issuer are affiliates of funds advised by Advent, a private equity firm headquartered in Boston, Massachusetts. ~~Based~~British Columbia Investment Management Corporation or one or more of its affiliates will also be a minority investor in Preferred Equity Issuer. The Merger Agreement provides that, on ~~this~~the ~~update~~terms and subject to the conditions of the Merger Agreement, weat ~~extended~~the closing of the ~~useful~~transactions ~~lives~~contemplated therein, Merger Sub will merge with and into Maxar (the “Merger”). Parent has obtained equity financing, preferred equity financing and debt financing commitments for the purpose of ~~GeoEye-1~~financing the transactions contemplated by the Merger Agreement and paying related fees and expenses. Under the terms of the Merger Agreement, our stockholders will receive $53.00 in cash for each share of our common stock they hold on the transaction closing date.

Table of Contents

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.

WeAs ~~procure~~previously ~~insurance~~mentioned, toon ~~protect~~April us19, ~~from~~2023, ~~the~~our ~~risks~~stockholders ~~associated~~voted ~~with~~to ~~our~~adopt ~~satellite~~the ~~operations,~~Merger ~~including~~Agreement. ~~the~~We ~~partial~~currently oranticipate ~~total~~that ~~loss~~the ofMerger ~~the~~will ~~functional~~close ~~capacity~~in ofearly ~~the~~May ~~satellite.~~2023, Wesubject ~~insure~~to ~~satellites~~the insatisfaction ~~our~~or ~~constellation~~waiver toof ~~the~~all ~~extent~~other ~~that~~closing ~~insurance~~conditions, isincluding ~~available~~receipt atof ~~acceptable~~outstanding ~~premiums.~~regulatory approvals.

~~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:~~25


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

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

Electro-Optical Commercial Layer (“EOCL”) contract

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

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

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

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

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

Table of Contents

For additional information regarding the Merger, please refer to our Form 8-K filed with SEC on December 16, 2022, our Definitive Proxy Statement filed with the SEC on March 16, 2023 and our other filings with the SEC.

Sale of senior secured notes and repurchase of debt

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

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

Concurrent amendment to Syndicated Credit Facility

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

SEGMENT RESULTS

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

Earth Intelligence

In the Earth Intelligence segment, we are a global leader in high resolution space-based Earth observation imagery products and analytics. We launched the world’s first high resolution commercial imaging satellite in 1999 and currently operate a four-satellite ~~imaging~~Earth-observation constellation, providing us with over two decades and approximately ~~137~~150 petabytes of imagery over our history (referred to as our “Image Library”) of the highest-resolution, commercially available imagery. Our imagery solutions provide customers with timely, accurate and mission-critical information about our changing planet and support a wide variety of government and ~~commercial~~enterprise applications, including mission planning, mapping and analysis, environmental monitoring, disaster management, crop management, oil and gas exploration and infrastructure management. We continue to innovate as demands for new satellite technology and advanced analytic tools increase. WeIn ~~are~~addition ato ~~leader~~our inEarth ~~commercial~~observation ~~satellite~~capabilities, ~~imagery~~we offer RF and SAR data, which provides more comprehensive and accurate geospatial insights for our ~~commitment~~customers. Through our updated NOAA remote sensing license, we are also able to ~~accuracy~~collect NEI for our current constellation and our next generation WorldView Legion satellites. Through this new license authority, ~~clarity~~we can collect and ~~recency~~distribute images of ~~foundational~~space ~~mapping~~objects ~~enables~~across usthe toLEO ~~provide~~– the ~~highest~~area ~~quality~~ranging ~~imagery~~from ~~basemaps~~200 ~~for~~kilometers ~~our~~up to 1,000 kilometers in altitude – to both government and commercial customers. In the commercial satellite Earth observation industry, we are a leader across U.S. government agencies, international government agencies and enterprise customer verticals. The ~~high~~U.S. government is the largest customer of our Earth Intelligence segment through the EOCL Contract, G-~~quality~~EGD ~~satellite~~and OWT programs and various classified and unclassified contract vehicles

29We also provide geospatial services that combine imagery, analytic expertise and innovative technology to deliver intelligence solutions to customers. Our approximately 1,500 cleared personnel support analytic solutions that accurately document change and enable geospatial modeling and analysis that help predict where events will occur. Our primary customer of geospatial services is the U.S. government, but we also support intelligence requirements for other U.S. allied governments, global development organizations and enterprise customers. We are also a global leader in satellite-derived 3D data for defense and intelligence markets, with software and products that enhance 3D mapping, Earth intelligence data and military simulation and training.

Table of Contents

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

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

Space Infrastructure

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

3026

Table of Contents

RESULTS OF OPERATIONS


	Three Months Ended								~~Nine Months Ended~~
	~~September~~March 3031,				$		%		~~September 30,~~				$		%
	~~2022~~2023		~~2021~~2022		Change		Change		~~2022~~		~~2021~~		~~Change~~		~~Change~~
($ millions)
Revenues:
Product	$	~~161~~176	$	~~166~~154	$	~~(5)~~22	~~(3)~~14	%	$	~~469~~	$	~~498~~	$	~~(29)~~	~~(6)~~	%
Service		~~275~~243		~~271~~251		4(8)	1(3)			~~810~~		~~804~~		6	*
Total revenues	$	~~436~~419	$	~~437~~405	$	~~(1)~~14	*3	%	$	~~1,279~~	$	~~1,302~~	$	~~(23)~~	~~(2)~~	%
Costs and expenses:
Product costs, excluding depreciation and amortization		~~125~~147		~~144~~127		~~(19)~~20	~~(13)~~16			~~380~~		~~448~~		~~(68)~~	~~(15)~~
Service costs, excluding depreciation and amortization		95109		93		216	217			~~280~~		~~286~~		~~(6)~~	~~(2)~~
Selling, general and administrative		~~110~~117		89104		2113	2413			~~320~~		~~261~~		59	23
Depreciation and amortization		6439		7468		(1029)	(1443)			~~199~~		~~221~~		~~(22)~~	~~(10)~~
Operating income	$	43	$	37	$	6	16	%	$	101	$	86	$	15	17	%
Gain on sale of assets		(6)		—		(6)	*
Interest expense, net		30		25		5	20			129		127		2	2
Operating income	$	13	$	13	$	—	*	%
Other expense (income), net		12		(2)		14	*			7		(6)		13	*
Interest expense, net		29		23		6	26
Income (loss) before taxes	$	1	$	14	$	(13)	(93)	%	$	(35)	$	(35)	$	—	—	%
Other income, net		(2)		(3)		1	(33)
Income tax expense (benefit)		5		—		5	*			6		(10)		16	(160)
Loss before taxes	$	(14)	$	(7)	$	(7)	100	%
Net (loss) income	$	(4)	$	14	$	(18)	(129)	%	$	(41)	$	(25)	$	(16)	64	%
Income tax expense (benefit)		—		—		—	*
Net loss	$	(14)	$	(7)	$	(7)	100	%

* Not meaningful.

Product and service revenues

Three Months Ended

~~Nine Months Ended~~

~~September~~March 3031,

~~September 30,~~

~~2022~~2023

~~2021~~2022

Change

~~2022~~

~~2021~~

~~Change~~

($ millions)

Product revenues

~~161~~176

~~166~~154

~~(5)~~22

~~(3)~~14

~~469~~

~~498~~

~~(29)~~

~~(6)~~

Service revenues

~~275~~243

~~271~~251

4(8)

1(3)

~~810~~

~~804~~

Total revenues

~~436~~419

~~437~~405

~~(1)~~14

~~1,279~~

~~1,302~~

~~(23)~~

~~(2)~~

* Not meaningful.

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

Total revenues ~~decreased~~increased to $~~1,279~~419 million from $~~1,302~~405 million, or by $2314 million, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022,~~2023 compared to the same period of ~~2021~~2022. The ~~decrease~~increase ~~in revenues~~ was ~~driven~~primarily bydue ato ~~decrease~~an increase in product revenues ~~within~~in our Space Infrastructure segment partially offset by ana ~~increase~~decrease in service revenues ~~within~~in our Earth Intelligence segment.

In the fourth quarter of 2022 and the first quarter of 2023, revenues within our Earth Intelligence segment were adversely affected by customers deferring execution of awards due to protracted approval cycles and in response to broader economics affecting the technology sector. We expect recovery and growth in the remaining quarters of the year. We also have reduced and expect to further reduce expenses in areas that we do not expect will have an adverse effect on future growth, which will help improve Adjusted EBITDA performance through the rest of the year.

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

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

3127

Table of Contents

Product and service costs


	Three Months Ended								~~Nine Months Ended~~
	~~September~~March 3031,				$		%		~~September 30,~~				$		%
	~~2022~~2023		~~2021~~2022		Change		Change		~~2022~~		~~2021~~		~~Change~~		~~Change~~
($ millions)
Product costs, excluding depreciation and amortization	$	~~125~~147	$	~~144~~127	$	~~(19)~~20	~~(13)~~16	%	$	~~380~~	$	~~448~~	$	~~(68)~~	~~(15)~~	%
Service costs, excluding depreciation and amortization		95109		93		216	217			~~280~~		~~286~~		~~(6)~~	~~(2)~~
Total costs	$	~~220~~256	$	~~237~~220	$	~~(17)~~36	~~(7)~~16	%	$	~~660~~	$	~~734~~	$	~~(74)~~	~~(10)~~	%

Total costs of product and services ~~decreased~~increased to $~~220~~256 million from $~~237~~220 million, or by $1736 million, for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period of ~~2021~~2022. The ~~decrease~~increase in costs was primarily due to a ~~decrease~~$20 million increase in product costs within our Space Infrastructure segment ~~driven~~and bya $16 million increase in service costs within our Earth Intelligence segment. We also have reduced ~~risks~~and onexpect ~~certain~~to ~~programs~~further ~~nearing~~reduce ~~completion~~expenses ~~for~~in ~~the~~areas ~~three~~that ~~months~~we ~~ended~~do ~~September~~not ~~30,~~expect ~~2022~~will have an adverse effect on future growth, ~~compared~~which towill ~~the~~help ~~same~~improve ~~period~~Adjusted EBITDA performance through the rest of ~~2021~~the year.

~~Total~~Further ~~costs~~discussion of ~~product and services decreased to $660 million from $734 million, or by $74 million, for~~ the ~~nine~~drivers ~~months~~behind ~~ended~~changes ~~September~~in ~~30,~~product ~~2022,~~and ~~compared~~services ~~to the same period of 2021. The decrease in~~ costs ~~was~~is ~~primarily~~included ~~driven by a decrease in product costs~~ within ~~our Space Infrastructure segment due to charges taken as a result of~~ the ~~non-performance~~“Results ofby ~~the~~Segment” ~~SXM-7~~section ~~satellite in the first quarter of 2021, which did not reoccur for the nine months ended September 30, 2022~~below.

Selling, general and administrative


	Three Months Ended								~~Nine Months Ended~~
	~~September~~March 3031,				$		%		~~September 30,~~				$		%
	~~2022~~2023		~~2021~~2022		Change		Change		~~2022~~		~~2021~~		~~Change~~		~~Change~~
($ millions)
Selling, general and administrative	$	~~110~~117	$	89104	$	2113	2413	%	$	~~320~~	$	~~261~~	$	59	23	%

Selling, general and administrative costs increased to $~~110~~117 million from $89104 million, or by $2113 million, for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period of ~~2021~~2022. The increase was primarily due to a $75 million increase in ~~research~~transaction and ~~development~~integration ~~costs~~related expenses related to the pending Merger, a $5 million increase in research and development expenses ~~related~~primarily towithin our ~~enterprise~~Space ~~resource~~Infrastructure ~~planning~~segment, ~~("ERP")~~a ~~project~~$3 million increase in restructuring costs, a $52 million increase in information technology ~~(“IT”)~~ costs and a $43 million increase in other expenses. There was also a $6 million increase in labor related expenses driven by annual merit increases and increases in headcount primarily driven by acquisitions for the three months ended March 31, 2023, compared to the same period of 2022. These increases were partially offset by a $37 million decrease in ~~labor~~stock-based compensation expense and a $4 million decrease in marketing costs. The decrease in stock-based compensation was primarily due to an immaterial amount of expense related ~~expenses~~to liability classified awards for the three months ended March 31, 2023, compared to $5 million in incremental expense related to liability classified awards for the three months ended March 31, 2022.

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

Table of Contents

Depreciation and amortization


	Three Months Ended								~~Nine Months Ended~~
	~~September~~March 3031,				$		%		~~September 30,~~				$		%
	~~2022~~2023		~~2021~~2022		Change		Change		~~2022~~		~~2021~~		~~Change~~		~~Change~~
($ millions)
Property, plant and equipment	$	2018	$	2319	$	(31)	(135)	%	$	58	$	67	$	~~(9)~~	~~(13)~~	%
Intangible assets		4421		5149		(728)	(1457)			~~141~~		~~154~~		~~(13)~~	~~(8)~~
Depreciation and amortization expense	$	6439	$	7468	$	(1029)	(1443)	%	$	~~199~~	$	~~221~~	$	~~(22)~~	~~(10)~~	%

Depreciation and amortization expense decreased to $6439 million from $7468 million, or by $1029 million, for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period of ~~2021~~2022. The decrease was primarily driven by a decrease in amortization expense related to intangible assets that were fully amortized in ~~2021 and a decrease in depreciation expense related to the extension of the useful lives of three satellites in the fourth quarter of 2021~~2022.

Depreciation and amortization expense decreased to $199 million from $221 million, or by $22 million, for the nine months ended September 30, 2022, compared to the same period of 2021. The decrease was primarily driven by a decrease in amortization expense related to intangible assets that were fully amortized in 2021 and a decrease in depreciation expense related to the extension of the useful lives of three satellites in the fourth quarter of 2021.28

Interest expense, net


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

* Not meaningful.

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

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

Table of Contents

~~Other~~Gain ~~expense~~on ~~(income),~~sale ~~net~~of assets


	Three Months Ended
	March 31,					$	%
	2023		2022			Change	Change
($ millions)
Gain on sale of assets	$	(6)	$	—	$	(6)	*	%


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

* Not meaningful.

~~Other~~During ~~expense (income), net changed to an expense of $12 million from income of $2 million, or by $14 million, for~~ the three months ended ~~September~~March 3031, ~~2022~~2023, ~~compared~~we torecognized ~~the same period in 2021. The change was primarily due to~~ a $126 million ~~expense~~gain ~~related~~on tosale ~~the satisfaction~~ of anasset ~~offset~~due ~~obligation~~to ~~incurred~~the asrelease ~~a result~~ of ~~conducting~~cash ~~business~~held in aescrow ~~foreign~~related ~~country.~~to ~~In addition,~~ the ~~increase~~2019 insale ~~expense~~and ~~was~~leaseback ~~driven~~of byour aowned $5property ~~million~~in ~~foreign~~Palo ~~exchange~~Alto, ~~loss~~California. ~~for~~During the three months ended ~~September~~March 3031, 2022, ~~compared~~we torecognized ano $1(gain) ~~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~~sale ~~pension plans for the three months ended September 30, 2022, compared to the same period~~ of ~~2021~~assets.

Interest expense, net


	Three Months Ended
	March 31,				$		%
	2023		2022		Change		Change
($ millions)
Interest expense:
Interest on long-term debt	$	46	$	33	$	13	39	%
Interest on orbital securitization liability		1		1		—	—
Capitalized interest		(18)		(11)		(7)	64
Interest expense, net	$	29	$	23	$	6	26	%

~~Other~~Interest expense ~~(income)~~, net ~~changed~~increased to ~~an expense of~~ $729 million from ~~income of~~ $623 million, or by $136 million, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period in ~~2021~~2022. The ~~change~~increase was primarily due to ~~a $12 million expense related to the satisfaction of~~ an ~~offset obligation incurred as a result of conducting business in a foreign country. In addition, the~~ increase in ~~expense~~interest ~~was~~on ~~driven~~long-term bydebt aof $713 million ~~foreign~~driven ~~exchange~~by ~~loss~~an ~~for~~increase ~~the~~in ~~nine~~interest ~~months~~rates ~~ended~~on ~~September~~our ~~30,~~Term ~~2022,~~Loan ~~compared~~B to(as adefined $2below) ~~million~~which ~~foreign~~was ~~exchange~~amended ~~loss~~in ~~for~~ the ~~same~~second ~~period~~quarter of ~~2021~~2022. These increases ~~in expense~~ were partially offset by a ~~decrease~~$7 inmillion ~~amortization~~increase ~~expense~~in ofcapitalized ~~net~~interest ~~loss~~related onto ~~our pension plans for~~ the ~~nine~~building ~~months~~of ~~ended~~our ~~September~~WorldView ~~30,~~Legion ~~2022, compared to the same period of 2021~~satellites.

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

Income tax expense (benefit)


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

* Not meaningful.

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

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

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~~
	~~September~~March 3031,				$		%		~~September 30,~~				$		%
	~~2022~~2023		~~2021~~2022		Change		Change		~~2022~~		~~2021~~		~~Change~~		~~Change~~
($ millions)
Revenues:
Earth Intelligence	$	~~275~~243	$	~~271~~251	$	4(8)	1(3)	%	$	~~810~~	$	~~804~~	$	6	1	%
Space Infrastructure		~~186~~195		~~180~~177		618	310			~~549~~		~~541~~		8	1
Intersegment eliminations		(2519)		(1423)		~~(11)~~4	79(17)			~~(80)~~		~~(43)~~		~~(37)~~	86
Total revenues	$	~~436~~419	$	~~437~~405	$	~~(1)~~14	~~(0)~~3	%	$	~~1,279~~	$	~~1,302~~	$	~~(23)~~	~~(2)~~	%

Adjusted EBITDA:
Earth Intelligence	$	~~115~~73	$	~~124~~99	$	(926)	(726)	%	$	~~343~~	$	~~362~~	$	~~(19)~~	~~(5)~~	%
Space Infrastructure		3314		1419		19(5)	~~136~~(26)			71		29		42	~~145~~
Intersegment eliminations		(108)		(59)		~~(5)~~1	~~100~~(11)			~~(28)~~		~~(17)~~		~~(11)~~	65
Corporate and other expenses		(2822)		(2025)		~~(8)~~3	40(12)			~~(73)~~		~~(62)~~		~~(11)~~	18
Total Adjusted EBITDA	$	~~110~~57	$	~~113~~84	$	(327)	(332)	%	$	~~313~~	$	~~312~~	$	1	0	%

Table of Contents

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

Earth Intelligence

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


	Three Months Ended										~~Nine Months Ended~~
	~~September~~March 3031,						$		%		~~September 30,~~						$		%
	2022			2021			Change		Change		2022			2021			Change		Change
	2023			2022			Change		Change
($ millions)
Total revenues	$	~~275~~243		$	~~271~~251		$	4(8)	1(3)	%	$	~~810~~		$	~~804~~		$	6	1	%

Adjusted EBITDA	$	~~115~~73		$	~~124~~99		$	(926)	(726)	%	$	~~343~~		$	~~362~~		$	~~(19)~~	~~(5)~~	%
Adjusted EBITDA margin (as a % of total revenues)		4130.80	%		4539.84	%						~~42.3~~	%		~~45.0~~	%

Revenues from the Earth Intelligence segment ~~increased~~decreased to $~~275~~243 million from $~~271~~251 million, or by $48 million, for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period inof ~~2021~~2022. The ~~increase~~decrease was primarily driven by a $157 million ~~increase~~decrease in revenues from ~~the~~international ~~U.S.~~defense ~~government,~~and ~~including~~intelligence ~~$11~~customers. ~~million~~There ~~from~~was ~~crisis~~also ~~support services, and~~ a $31 million ~~increase~~decrease in revenues from ~~international~~the ~~defense and intelligence customers~~U.S. ~~These~~government ~~increases~~primarily indue ~~revenues~~to ~~were partially offset by~~ a $1410 million decrease in ~~revenues~~imagery ~~from~~solutions ~~commercial~~revenues ~~programs~~partially ~~primarily~~offset ~~driven~~ by ~~revenue recognized from~~ a ~~significant~~$9 ~~commercial~~million ~~contract~~increase in ~~the~~geospatial ~~third~~services ~~quarter of 2021~~revenues.

~~Revenues~~Adjusted ~~from~~EBITDA ~~the~~decreased ~~Earth Intelligence segment increased~~ to $~~810~~73 million from $~~804~~99 million, or by $626 million, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period inof ~~2021~~2022. The ~~increase~~decrease was primarily ~~driven~~related byto the above-mentioned decrease in revenues and a $15 million increase in ~~revenues~~service ~~from~~costs. ~~the~~The ~~U.S.~~increase ~~government~~in ~~and~~service acosts included an $38 million increase in ~~revenues~~geospatial ~~from~~services ~~international~~costs ~~defense~~primarily due to higher geospatial services revenues and ~~intelligence~~a ~~customers.~~$7 ~~The~~million increase in ~~revenues~~imagery solutions costs, including costs from acquisitions completed in the Ufourth quarter of 2022.S. ~~government~~There was ~~primarily~~also ~~due~~a $4 million increase in selling, general and administrative costs for the three months ended March 31, 2023, compared to athe ~~$47~~same period of 2022.

Table of Contents

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

~~Adjusted~~In ~~EBITDA~~the ~~decreased~~fourth toquarter ~~$115~~of ~~million~~2022 ~~from~~and ~~$124~~the ~~million~~first quarter of 2023, orrevenues within our Earth Intelligence segment were adversely affected by $9customers ~~million,~~deferring ~~for~~execution ~~the~~of ~~three~~awards ~~months~~due ~~ended~~to ~~September~~protracted ~~30,~~approval ~~2022,~~cycles ~~compared~~and in response to ~~the~~broader ~~same~~economics ~~period~~affecting ofthe ~~2021~~technology sector. ~~The~~We ~~decrease~~expect ~~was~~recovery ~~primarily~~and ~~driven~~growth byin ~~increased~~the ~~spending,~~remaining ~~including~~quarters onof ~~marketing~~the year. We also have reduced and ~~sales~~expect ~~costs~~to offurther $5reduce ~~million,~~expenses ITin ~~costs~~areas ofthat $4we ~~million,~~do ~~our~~not ~~ERP~~expect ~~project~~will ofhave $3an ~~million~~adverse ~~and~~effect ~~other~~on ~~selling~~future growth, ~~general~~which ~~and~~will ~~administrative~~help ~~costs~~improve ~~partially~~Adjusted ~~offset~~EBITDA byperformance ~~higher~~through ~~revenues~~the rest of the year.

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

Space Infrastructure

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


	Three Months Ended										~~Nine Months Ended~~
	~~September~~March 3031,						$		%		~~September 30,~~						$		%
	2022			2021			Change		Change		2022			2021			Change		Change
	2023			2022			Change		Change
($ millions)
Total revenues	$	~~186~~195		$	~~180~~177		$	618	310	%	$	~~549~~		$	~~541~~		$	8	1	%

Adjusted EBITDA	$	3314		$	1419		$	19(5)	~~136~~(26)	%	$	71		$	29		$	42	~~145~~	%
Adjusted EBITDA margin (as a % of total revenues)		~~17.~~7.2	%		710.87	%						~~12.9~~	%		~~5.4~~	%

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

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

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

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

Table of Contents

~~higher~~construction ~~margins~~period, ~~driven~~which bytypically ~~reduced~~ranges ~~risks~~between on20 ~~certain~~to ~~programs~~36 ~~nearing~~months, ~~completion~~and ~~for~~up ~~the~~to ~~three~~48 months ~~ended~~in ~~September~~certain ~~30,~~situations. ~~2022~~Adjusted ~~compared~~EBITDA margins can vary from quarter to ~~the~~quarter ~~same~~due ~~period~~to the mix of ~~2021~~our revenues and changes in our EAC as our risks are retired and as our EACs are increased or decreased based on contract performance. Adjusted EBITDA margins are also impacted by estimated contractual consideration.

~~Adjusted~~Revenues ~~EBITDA~~from in the Space Infrastructure segment increased to $71 195 million from $29 177 million, or by $42 18 million, for the ~~nine~~three months ended ~~September 30~~ March 31, ~~2022~~2023, compared to the same period of ~~2021~~ 2022. The increase in revenues was primarily ~~related~~due to ~~the~~a ~~above-mentioned~~$12 ~~SXM-7~~million ~~satellite~~increase ~~impacts which did not reoccur~~ in ~~the~~U.S. ~~same~~government ~~period~~revenues ~~in 2022 and higher margins~~ driven by ~~reduced risks on certain programs nearing completion for~~ the ~~three~~recognition ~~months~~of ~~ended~~revenue ~~September~~from ~~30,~~recent ~~2022~~contract ~~compared to the same period of 2021~~awards. The increase in ~~Adjusted~~revenues ~~EBITDA~~ was ~~partially~~also ~~offset~~driven by ana $6 million increase in ~~selling,~~revenues ~~general~~from ~~and~~commercial ~~administrative~~programs ~~expenses~~for ~~including~~three ~~research~~months ~~and~~ended ~~development~~March ~~expense~~31, ~~ERP project expenses~~2023, ~~marketing~~compared ~~expenses~~to ~~and~~the ~~labor~~same ~~related~~period ~~expense~~of ~~from increases in headcount, annual merit increases and increases in fringe benefits~~2022.

Adjusted EBITDA in the Space Infrastructure segment decreased to $14 million from $19 million, or by $5 million, for the three months ended March 31, 2023, compared to the same period of 2022. The decrease was primarily driven by a change in program mix and higher EAC growth for the three months ended March 31, 2023, compared to the same period of 2022. There was also an increase in selling, general and administrative expenses of $2 million.

Corporate and other expenses

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

Corporate and other expenses ~~increased~~decreased to $2822 million from $2025 million, or by $83 million, for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period in ~~2021~~2022. The ~~increase~~decrease was primarily driven by a $51 million foreign exchange ~~loss~~gain for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to a $1 million foreign exchange loss for the same period inof ~~2021~~2022. ~~The increase was also driven by a $3 million increase in selling, general and administrative costs.~~

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

Intersegment eliminations

Intersegment eliminations are related to projects between our segments, including the construction of our WorldView Legion satellites. Intersegment eliminations ~~increased~~remained relatively unchanged as they decreased to $108 million from $59 million, or by $51 million, for the three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period in ~~2021, primarily related to an increase in intersegment satellite construction activity~~2022.

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~~March 3031,		December 31,
	~~2022~~2023		~~2021~~2022
($ millions)
Earth Intelligence	$	2,~~159~~071	$	12,~~028~~048
Space Infrastructure		~~796~~1,221		~~865~~1,146
Total backlog		23,~~955~~292		13,~~893~~194
Unfunded contract options		2,~~130~~135		~~650~~2,089
Total	$	5,~~085~~427	$	25,~~543~~283

37Order 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 $3,292 million as of March 31, 2023 compared to $3,194 million as of December 31, 2022. The increase in backlog was driven by an increase in the Space Infrastructure segment primarily due to a new contract with a commercial customer, partially offset by revenue recognized during the period. 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

Table of Contents

~~Order~~segment ~~backlog,~~consists ~~representing~~of ~~the~~both ~~estimated~~multi-year ~~dollar~~and ~~value~~annual ~~of firm~~ contracts, ~~for~~ which ~~work~~renew ~~has~~at ~~not~~various ~~yet~~times ~~been~~throughout ~~performed~~the ~~(also~~year. ~~known~~As asa result, the ~~remaining~~timing ~~performance~~of ~~obligations~~when oncontracts aare ~~contract),~~awarded ~~was~~and ~~$2,955~~when ~~million~~option asyears ofare ~~September~~exercised ~~30,~~may ~~2022~~cause ~~compared~~backlog to ~~$1,893~~fluctuate ~~million~~significantly asfrom ofperiod ~~December~~to ~~31, 2021~~period. ~~Order~~Although backlog ~~generally~~reflects ~~does~~business ~~not~~that ~~include~~is ~~unexercised~~considered ~~contract~~to ~~options~~be ~~and~~firm, ~~potential~~terminations, ~~orders~~amendments ~~under~~or ~~indefinite~~cancellations ~~delivery/indefinite~~may ~~quantity~~occur, ~~contracts~~which could result in a reduction in our total backlog.

~~Backlog~~Our inunfunded ~~the~~contract ~~Space~~options ~~Infrastructure~~totaled ~~segment~~$2,135 ismillion ~~primarily~~and ~~comprised~~$2,089 million as of ~~multi-year~~March ~~awards~~31, ~~such~~2023 asand ~~satellite~~December ~~builds~~31, 2022, respectively. ~~Fluctuations~~Unfunded incontract ~~backlog~~options ~~are~~represent ~~driven~~estimated ~~primarily~~amounts byof revenue to be earned in the ~~timing~~future offrom ~~large~~negotiated ~~program~~contracts ~~wins~~with unexercised contract options and indefinite delivery/indefinite quantity contracts. ~~Backlog~~Unfunded contract options as of March 31, 2023 and December 31, 2022 were primarily comprised of option years in the ~~Earth~~EOCL ~~Intelligence~~Contract ~~segment~~(for ~~consists~~the ofperiods ~~both~~June ~~multi-year~~15, 2027 through June 14, 2032) and ~~annual~~other U.S. government contracts. On May 25, ~~which~~2022, ~~renew~~we atwere ~~various~~awarded ~~times~~the ~~throughout~~EOCL Contract by the NRO, which is a 10-year contract worth up to $3.24 Asbillion, inclusive of a ~~result,~~firm ~~the~~5-year ~~timing~~base ofcontract ~~when~~commitment ~~contracts~~worth ~~are~~$1.5 ~~awarded~~billion and ~~when~~$1.74 ~~option~~billion ~~years~~in ~~are~~exercisable ~~exercised~~options. ~~may~~The ~~cause~~EOCL ~~backlog~~Contract totransitioned ~~fluctuate~~the ~~significantly~~imagery ~~from~~acquisition ~~period~~requirement previously addressed by the EnhancedView Contract and, with this award, replaces the scope of the EnhancedView Contract with respect to ~~period~~such requirements.

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

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

LIQUIDITY & CAPITAL RESOURCES

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

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

InWe ~~June~~have ~~2022,~~significant wepurchase ~~issued~~obligations ~~$500~~in ~~million~~the ~~aggregate~~normal ~~principal~~course ~~amount~~ of ~~our~~business ~~7.75%~~for ~~2027~~goods ~~Notes~~ and ~~used the proceeds~~services, ~~along~~under agreements with ~~cash~~defined onterms ~~hand,~~as to ~~redeem~~quantity, inprice ~~full~~and ~~the~~timing ~~remaining $500 million aggregate principal amount~~ of ~~our 9~~delivery.~~75%~~ Purchase ~~2023~~obligations ~~Notes.~~represent ~~Also~~open inpurchase ~~June~~orders ~~2022,~~and weother ~~amended~~commitments for ~~our Syndicated Credit Facility to increase~~ the ~~total~~purchase ~~amount~~or construction of ~~Term~~property, ~~Loan~~plant ~~B outstanding to $1.5 billion~~ and ~~extended~~equipment ~~the~~or ~~maturity~~intangible ~~date~~assets, ofoperational ~~our~~commitments ~~Revolving~~related ~~Credit Facility~~ to ~~June~~remote ~~14,~~ground ~~2027. See “Recent Developments” above for additional information. As a result~~terminals, ~~our~~or ~~first~~with ~~maturity~~subcontractors ofon long-term ~~debt~~construction iscontracts inthat ~~the~~we ~~second~~have ~~quarter~~with ofcustomers ~~2027~~in ~~and~~the ~~relates~~normal tocourse ~~our~~of 7business.~~75% 2027 Notes and Revolving Credit Facility.~~

We also have ~~significant~~short ~~purchase~~and ~~obligations~~long-term inrequirements to fund our pension plans within the ~~normal~~Space ~~course~~Infrastructure ofsegment. ~~business~~Funding ~~for~~requirements ~~goods~~under applicable laws and ~~services,~~regulations ~~under~~are ~~agreements~~a major consideration in making contributions to our pension plans. Failure to satisfy the minimum funding thresholds with ~~defined~~respect ~~terms~~to asappropriate laws and regulations could result in restrictions on our ability to ~~quantity~~amend the plans or make benefit payments. With respect to our qualified pension plan, ~~price~~we ~~and~~intend ~~timing~~to contribute annually not less than the required minimum funding thresholds. The American Rescue Plan Act of ~~delivery~~2021 includes provisions for pension funding relief in future periods. ~~Purchase~~ ~~obligations~~We ~~represent~~have ~~open~~elected ~~purchase~~to ~~orders~~take advantage of these provisions and ~~other~~anticipate ~~commitments~~ lower required contributions for our qualified pension plan in the ~~purchase~~upcoming oryears. ~~construction~~There ofare ~~property~~no required contributions for our qualified pension plan for the year ending December 31, ~~plant~~2023, and ~~equipment~~there orwere ~~intangible~~no ~~assets~~required contributions for the year ended December 31, ~~operational~~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 rate 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. In addition, we maintain cash and investment accounts at multiple financial institutions in amounts that are significantly in excess of the limits insured by the FDIC. If one or

Table of Contents

~~commitments~~more ~~related~~of the institutions with which we maintain accounts were to ~~remote~~fail ~~ground~~or ~~terminals~~be taken over by the FDIC, orsuch ~~with~~as ~~subcontractors~~the onrecent ~~long~~take-~~term~~over ~~construction~~of ~~contracts~~Silicon ~~that~~Valley weBank, ~~have~~our ~~with~~ability ~~customers~~to access such accounts might be temporarily or permanently limited. Any losses or delay in ~~the~~access ~~normal~~to ~~course~~funds as a result of ~~business~~such events could have a material adverse effect on our ability to meet contractual obligations, earnings, financial condition, cash flows and stock price.

We believe that our cash from operating activities generated from continuing operations, together with available borrowings under our Revolving Credit Facility (as defined below), 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.

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

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

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

Summary of cash flows


	~~Nine~~Three Months Ended
	~~September~~March 3031,
	~~2022~~2023		~~2021~~2022
($ millions)
Cash provided by operating activities - continuing operations	$	191	$	186
Cash provided by operating activities	$	44	$	48
Cash used in operating activities - discontinued operations		—		(1)
Cash used in investing activities		(57)		(66)
Cash provided by operating activities		191		185
Cash used in financing activities		(2)		(7)
Cash used in investing activities - continuing operations		(228)		(156)
Cash, cash equivalents, and restricted cash, beginning of year		52		48
Cash provided by (used in) financing activities - continuing operations		17		(24)
Cash, cash equivalents, and restricted cash, end of period	$	37	$	23
Effect of foreign exchange on cash, cash equivalents and restricted cash		—		—
Cash, cash equivalents, and restricted cash, beginning of year		48		31
Cash, cash equivalents, and restricted cash, end of period	$	28	$	36

Operating activities

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

Cash provided by operating activities ~~from~~decreased ~~continuing operations increased~~ to $~~191~~44 million from $~~185~~48 million, or by $64 million, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 compared to the same period in ~~2021~~2022. ~~This~~The ~~change~~decrease was primarily driven by ~~favorable~~a ~~changes~~$14 million increase in interest payments for the three months ended March 31, 2023, compared to the same period in 2022. The decrease in cash provided by operating activities was partially offset by favorable changes in working capital for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, compared to the same period in ~~2021~~2022.

Table of Contents

Investing activities

Cash used in investing activities ~~from~~decreased ~~continuing operations increased~~ to $~~228~~57 million from $~~156~~66 million, or by $729 million, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 compared to the same period in ~~2021~~2022. Our primary investing activities included expenditures on property, plant and equipment of $~~159~~39 million and $8443 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively, and investments in intangible assets primarily related to internally developed software of $6724 million and $7221 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively. Property, plant and equipment expenditures for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 primarily related to the construction of our WorldView Legion satellites. These expenditures were partially offset by a $6 million cash inflow due to the release of cash held in escrow related to the sale and leaseback of our owned property in Palo Alto, California for the three months ended March 31, 2023, compared to the same period in 2022.

Table of Contents

Financing activities

Cash ~~provided~~used byin financing activities ~~from~~decreased ~~continuing operations increased~~ to $172 million from ~~cash used in financing activities of~~ $247 million, or by $415 million, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 compared to the same period in ~~2021~~2022. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, ~~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~~11 million ~~used~~in topayments ~~redeem~~made ~~our~~to ~~9.75%~~satisfy ~~2023~~tax ~~Notes,~~obligations ~~including~~on ~~approximately~~behalf ~~$37~~of ~~million~~certain inmembers ~~premiums~~of ~~paid~~our toexecutive ~~redeem~~leadership ~~such~~team ~~9.75%~~and ~~2023~~Section ~~Notes,~~16 ~~debt issuance costs of $27 million~~officers, repayments of long-term debt of $126 million and the settlement of the securitization liability of $104 million. These ~~items~~cash outflows were partially offset by $~~500~~20 million ~~in proceeds~~ from the ~~issuance of our 7.75% 2027 Notes and $125 million from the~~ net proceeds of the Revolving Credit Facility (as defined below). During the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, cash used in financing activities ~~primarily~~ included ~~$384 million used for~~ the ~~partial redemption of the 9.75% 2023 Notes, including approximately $34 million in premiums paid to redeem such 9.75% 2023 Notes, the~~ settlement of the securitization liability of $94 million ~~and repayments of long-term debt of $7 million~~. ~~These payments were partially offset by net proceeds of $380 million from the underwritten public offering of our common stock in March 2021.~~

Long-term debt

The following table summarizes our long-term debt:


	~~September~~March 3031,		December 31,
	~~2022~~2023		~~2021~~2022
($ millions)
Syndicated Credit Facility:
Revolving Credit Facility	$	~~125~~145	$	—125
Term Loan B		1,~~496~~489		1,~~444~~493
9.75% 2023 Notes		—		500
7.75% 2027 Notes		500		500
7.75% 2027 Notes		500		—
7.54% 2027 Notes		150		150
Deferred financing		2019		2619
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(~~102~~94)		(3998)
Total long-term debt	$	2,~~194~~214	$	2,~~086~~194

Syndicated Credit Facility

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

40The maximum Consolidated Net Debt Leverage Ratio financial maintenance covenant permitted under the amended and restated credit agreement (“Amended and Restated Credit Agreement”) are (1) 5.00:1.00 for each fiscal quarter ending on or after March 31, 2023 through and including December 31, 2023 and (2) 4.50:1.00 for each fiscal quarter ending on or after March 31, 2024.The required level of the Interest Coverage Ratio maintenance covenant is 2.50:1.00 as of the last day of each fiscal quarter. As of March 31, 2023 and December 31, 2022, we were in compliance with our debt covenants.

Borrowings under Term Loan B bear interest at a rate equal to, at the Company’s option, either Adjusted Term SOFR plus an applicable margin ranging from 4.00% to 4.25% or adjusted base rate (“ABR”) plus an applicable margin ranging from 3.00% to 3.25%, in each case depending on the total Consolidated Net Debt Leverage Ratio. Starting September 30, 2022, the Company must make equal quarterly installment payments in aggregate annual amounts equal to 1% of the original principal amount of Term Loan B, with the final balance payable at maturity on June 14, 2029; provided that if the 7.75% 2027 Notes are not repaid in full by the date that is 91 days prior to the maturity date of the 7.75% 2027 Notes, 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

OnBorrowings ~~June~~under ~~14, 2022, we amended~~ the ~~terms~~Revolving ~~of the Syndicated~~ Credit Facility ~~pursuant~~bear tointerest ~~our~~at ~~Amended~~a ~~and~~rate ~~Restated~~equal ~~Credit~~to, ~~Agreement.~~at ~~The Amended and Restated Credit Agreement (i) replaced~~ the ~~Consolidated~~Company’s ~~Leverage~~option, ~~Ratio~~if ~~financial~~such ~~maintenance~~borrowings ~~covenant~~are ~~with~~in ~~the~~U.S. ~~Consolidated~~dollars, ~~Net~~either ~~Debt~~Adjusted ~~Leverage~~Term ~~Ratio~~SOFR ~~(as~~plus ~~defined~~an inapplicable ~~the~~margin ~~Amended~~ranging ~~and~~from ~~Restated~~2.75% ~~Credit Agreement) financial maintenance covenant not~~ to ~~exceed (1) 5~~3.50~~:1.00~~% ~~for~~or ~~each~~ABR ~~fiscal~~plus ~~quarter~~an ~~ending~~applicable onmargin orranging ~~prior~~from 1.75% to ~~December 31, 2022, (~~2~~) 5~~.~~00:1.00~~50%, ~~for~~in each ~~fiscal~~case ~~quarter~~depending ~~ending~~ on orthe ~~after~~total ~~March~~Consolidated ~~31,~~Net ~~2023~~Debt ~~through~~Leverage ~~and including December 31, 2023 and (3) 4~~Ratio.~~50:1.00~~ ~~for~~The ~~each~~Company ~~fiscal~~may ~~quarter~~also, ~~ending~~at onits oroption, ~~after~~borrow ~~March~~in ~~31,~~Canadian ~~2024~~dollars, ~~(ii)~~Euros ~~changed~~or ~~the~~British ~~required~~Pounds ~~level~~Sterling ofusing the ~~Interest~~same ~~Coverage~~applicable ~~Ratio~~margins ~~maintenance~~as ~~covenant~~noted tofor 2U.~~50:1~~S.00 asdollars. ofThe ~~the~~Revolving ~~last~~Credit ~~day~~Facility ofis ~~each~~payable ~~fiscal~~at ~~quarter,~~maturity ~~(iii)~~on ~~increased~~June ~~the~~14, ~~total~~2027. ~~amount~~The ofRevolving ~~Term~~Credit ~~Loan~~Facility Bmay ~~outstanding~~be torepaid ~~$1.5~~by ~~billion and (iv) permitted~~ the ~~issuance~~Company, ofin ~~the~~whole ~~7.75%~~or ~~2027~~in ~~Notes~~part, ~~and~~together ~~the~~with ~~redemption~~accrued ofinterest, ~~the~~without ~~9.75%~~premium ~~2023~~or ~~Notes~~penalty.

~~Borrowings~~The ~~under~~Revolving ~~Term~~Credit ~~Loan~~Facility Bincludes ~~bear~~an ~~interest~~aggregate at$200 amillion ~~rate~~sub ~~equal~~limit ~~to,~~under atwhich ~~our~~letters ~~option,~~of ~~either~~credit ~~Adjusted~~can ~~Term~~be ~~SOFR plus an applicable margin ranging from 4~~issued.~~00%~~ toWe ~~4.25%~~had or$13 ~~adjusted~~million ~~base~~and ~~rate~~$24 ~~(“ABR”)~~million ~~plus~~of anissued ~~applicable~~and ~~margin~~undrawn ~~ranging~~letters ~~from~~of ~~3.00%~~credit tooutstanding ~~3.25%,~~under inthe ~~each~~Revolving ~~case~~Credit ~~depending~~Facility onas ~~the~~of ~~total~~March ~~Consolidated~~31, ~~Net~~2023 ~~Debt~~and ~~Leverage~~December ~~Ratio. Starting September 30~~31, 2022, werespectively. ~~must~~The ~~make~~$11 ~~equal~~million ~~quarterly~~decrease ~~installment payments in aggregate annual amounts equal to 1%~~ of ~~the~~issued ~~original~~and ~~principal~~undrawn ~~amount~~letters of ~~Term~~credit ~~Loan~~is B,primarily ~~with~~due ~~the~~to ~~final~~approximately ~~balance~~$10 ~~payable~~million atof ~~maturity~~obligations onnow ~~June~~being ~~14,~~collateralized ~~2029;~~with ~~provided~~cash ~~that~~versus ifpreviously ~~the~~collateralized ~~7.75% 2027 Notes are not repaid in full~~ by ~~the~~letters ~~Springing~~of ~~Maturity~~credit. ~~Date,~~The ~~the~~approximately ~~maturity~~$10 ~~date~~million ~~for the Term Loan B will be the maturity date~~ of ~~the~~cash ~~7.75%~~collateral ~~2027~~is ~~Notes.~~classified ~~Borrowings~~as ~~under~~restricted ~~Term~~cash ~~Loan~~within BOther ~~may~~current beassets ~~repaid~~on bythe ~~us,~~Unaudited inCondensed ~~whole~~Consolidated orBalance inSheets ~~part,~~as ~~together~~of ~~with~~March ~~accrued interest~~31, ~~without premium or penalty~~2023.

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

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

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

9.75% Notes due 2023

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

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

Table of Contents

7.75% Notes due 2027

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

7.54% Notes due 2027

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

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

Securitization liability

We have in place a revolving securitization facility agreement with an international financial institution. Under the terms of the Syndicated Credit Facility, we may offer to sell eligible orbital receivables from time to time with terms of seven years or less, discounted to face value using prevailing market rates. There were no sales or repurchases of eligible receivables executed in the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 or ~~2021~~2022.

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

Table of Contents

securitized orbital receivables and securitization liabilities are being drawn down as payments are received from customers and passed on to the international financial institution. We continue to recognize orbital revenue on the orbital receivables that are subject to the securitization transactions and recognize interest expense to accrete the securitization liability.

Interest rate swaps

~~On April 29, 2022, $500 million of our interest rate swaps matured. On June 22, 2022, we entered into SOFR interest rate swaps having a notional value of $500 million.~~ In June 2022, we amended our existing interest rate swaps that mature in June 2023 to modify the designated hedged interest rate risk from LIBOR to SOFR in connection with our Amended and Restated Credit Agreement. In total, as of ~~September~~March 3031, ~~2022~~2023, 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.

Table of Contents

Off-balance sheet arrangements

As of ~~September~~March 3031, ~~2022~~2023, we had no outstanding foreign exchange sales contracts. As of ~~September~~March 3031, ~~2022~~2023, we had $2413 million in letters of credit issued under the Syndicated Credit Facility. Such arrangements are not expected to have a material effect on our liquidity or capital resources, financial position or results of operations.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no material changes to our critical accounting policies, estimates or judgments, that occurred in the period covered by this report from those discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022.

RECENT ACCOUNTING PRONOUNCEMENTS

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

NON-GAAP FINANCIAL MEASURES

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

We define EBITDA as earnings before interest, taxes, depreciation and amortization, Adjusted EBITDA as EBITDA adjusted for certain items affecting the comparability of our ongoing operating results as specified in the calculation and Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. Certain items affecting the comparability of our ongoing operating results between periods include restructuring, impairments, insurance recoveries, gain (loss) on sale of assets, (gain) loss on orbital receivables allowance, offset obligation fulfillment, amortization of deferred ERP implementation costs 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.~~

Table of Contents

definition of Adjusted EBITDA in the Syndicated Credit Facility includes a more comprehensive set of adjustments that may result in a different calculation therein.

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

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

43The table below reconciles our net loss to EBITDA and Total Adjusted EBITDA for the three months ended March 31, 2023 and 2022:

Table of Contents


	Three Months Ended
	March 31,
	2023			2022
($ millions)
Net loss	$	(14)		$	(7)
Income tax expense (benefit)		—			—
Interest expense, net		29			23
Interest income		(1)			(1)
Depreciation and amortization		39			68
EBITDA	$	53		$	83
Restructuring		5			1
Transaction and integration related expense		4			—
Amortization of deferred ERP costs		1			—
Gain on sale of asset		(6)			—
Total Adjusted EBITDA	$	57		$	84

Adjusted EBITDA:
Earth Intelligence		73			99
Space Infrastructure		14			19
Intersegment eliminations		(8)			(9)
Corporate and other expenses		(22)			(25)
Total Adjusted EBITDA	$	57		$	84

Net loss margin		(3.3)	%		(1.7)	%
Total Adjusted EBITDA margin		13.6	%		20.7	%

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
($ millions)
Net (loss) income	$	(4)		$	14		$	(41)		$	(25)
Income tax expense (benefit)		5			—			6			(10)
Interest expense, net		30			25			129			127
Interest income		(1)			(1)			(2)			(2)
Depreciation and amortization		64			74			199			221
EBITDA	$	94		$	112		$	291		$	311
Restructuring		5			—			10			—
Transaction and integration related expense		—			1			1			1
Gain on sale of asset		(1)			—			(1)			—
Offset obligation fulfillment		12			—			12			—
Total Adjusted EBITDA	$	110		$	113		$	313		$	312

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

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

Table of Contents

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Interest~~There ~~Rate~~have ~~Risk~~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, 2022.

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

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

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

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

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

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

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We performed an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)) as of ~~September~~March 3031, ~~2022~~2023. The evaluation was performed with the participation of senior management of each business segment and key corporate functions, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2022.

Table of Contents

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 March 31, 2023.

Changes in Internal Control over Financial Reporting

~~During~~There ~~the~~were ~~second~~no ~~quarter~~changes ofto ~~2022, we implemented a new ERP system. In connection with the implementation, the design and documentation of~~ our internal control ~~processes~~over ~~and~~financial ~~procedures~~reporting ~~were~~during ~~updated and enhanced as necessary to accommodate modifications to~~ the ~~business~~quarter ~~processes~~ended ~~and~~March ~~accounting~~31, ~~procedures.~~2023 Inthat ~~connection~~have ~~with~~materially ~~the~~affected, ~~implementation~~or ofare ~~our~~reasonably ~~new~~likely ~~ERP system, we continue~~ to ~~monitor~~materially ~~the~~affect, ~~processes~~our ~~and~~internal ~~controls~~control ~~related~~over tofinancial ~~the~~reporting. ~~system transition and the~~

Table of Contents

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

Limitations on the Effectiveness of Controls

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

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

WeThere ~~operate~~have inbeen ano ~~changing~~material ~~global~~changes ~~environment~~to ~~that involves numerous known and unknown risks and uncertainties that could materially adversely affect~~ our ~~business,~~risk ~~financial~~factors ~~condition~~from ~~and~~those ~~results~~disclosed ofin ~~operations.~~Item ~~The~~1A ~~occurrence~~Part of1 ~~any~~ of ~~the following risks could materially and adversely affect~~ our ~~business,~~Annual ~~financial~~Report ~~condition,~~on ~~prospects,~~Form ~~results~~10-K offor ~~operations~~the ~~and~~year ~~cash~~ended ~~flows.~~December ~~Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business~~31, ~~prospects, financial condition, results of operations and cash flows~~2022.

Risk Factors Summary

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

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

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

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

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

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

● We may be required to recognize impairment charges.

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

Risks Related to Our Business

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

• compromise other sensitive government functions; and

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

We may be required to recognize impairment charges.

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

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

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

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

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

Table of Contents

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

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

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

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

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

Risks Related to Our Indebtedness and Our Common Stock

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Table of Contents

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

Our actual operating results may differ significantly from our guidance.

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

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

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

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

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

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

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

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

Table of Contents

• general economic conditions;

• fluctuations in our operating results;

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

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

• conditions and trends in the markets we serve;

• additions of or changes to key employees;

• changes in market valuations or earnings of our competitors;

• trading volumes of our common stock;

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

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

• legislation or regulatory policies, practices or actions.

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

Risks Related to Legal and Regulatory Matters

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

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

7138

Table of Contents

EXHIBIT INDEX

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date	Filed or FurnishedHerewith

2.1	Agreement and Plan of Merger by and among Maxar Technologies Inc. and Galileo Parent, Inc. and related parties dated as of December 26, 2022.	8-K	001-38228	2.1	12/16/2022

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
10.2*	Form of Restricted Stock Unit Award Grant Notice – 2023					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

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

7239

Table of Contents

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date	Filed or FurnishedHerewith

32.1†	Certification of the Company’s Chief Executive Officer, Daniel L. Jablonsky, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

32.2†	Certification of the Company’s Chief Financial Officer, Biggs C. Porter, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					X

101	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2022~~2023, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Statements of Operations, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, (v) Consolidated Statements of Cash Flows, (vi) Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity, and (vii) Notes to the Unaudited Condensed Consolidated Financial Statements					X

104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

†# ~~Furnished~~Certain ~~herewith~~portions of this exhibit have been omitted by redacting a portion of the text. This exhibit has been filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

# 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.

†	Furnished herewith.

7340

Table of Contents

SIGNATURES

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


November 3, 2022	Maxar Technologies Inc.
May 3, 2023	Maxar Technologies Inc.
	By: /s/ Daniel L. Jablonsky Daniel L. JablonskyChief Executive Officer(Principal Executive Officer and Duly Authorized Officer)

	By: /s/ Biggs C. Porter Biggs C. PorterExecutive Vice President and Chief Financial Officer(Principal Financial Officer)

7441

Filing Compare · Maxar Technologies Inc.