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 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 April 26, 2023, there were 75,838,570 shares of the registrant’s common stock, at $0.0001 par value, outstanding.

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Maxar Technologies Inc.

Quarterly Report on Form 10-Q

For the period ended March 31, 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 (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	8
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
3.	Quantitative and Qualitative Disclosures about Market Risk	37
4.	Controls and Procedures	37
PART II
1.	Legal Proceedings	38
1A.	Risk Factors	38
2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
3.	Defaults Upon Senior Securities	38
4.	Mine Safety Disclosures	38
5.	Other Information	38
6.	Exhibits	38
	Signatures	41

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PART I. FINANCIAL INFORMATION

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Operations

(In millions, except per share amounts)


	Three Months Ended
	March 31,
	2023		2022
Revenues:
Product	$	176	$	154
Service		243		251
Total revenues		419		405
Costs and expenses:
Product costs, excluding depreciation and amortization		147		127
Service costs, excluding depreciation and amortization		109		93
Selling, general and administrative		117		104
Depreciation and amortization		39		68
Gain on sale of assets		(6)		—
Operating income		13		13
Interest expense, net		29		23
Other income, net		(2)		(3)
Loss before taxes		(14)		(7)
Income tax expense (benefit)		—		—
Net loss	$	(14)	$	(7)

Net loss per common share:
Basic	$	(0.19)	$	(0.10)
Diluted	$	(0.19)	$	(0.10)

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

(In millions)


	Three Months Ended
	March 31,
	2023		2022
Net loss	$	(14)	$	(7)
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on interest rate swaps		(1)		8
Reclassification of (gain) loss to net income		(7)		3
Other comprehensive (loss) income, net of tax		(8)		11
Comprehensive (loss) income, net of tax	$	(22)	$	4

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Balance Sheets

(In millions)


	March 31,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	26	$	52
Trade and other receivables, net		379		380
Inventory, net		45		46
Advances to suppliers		39		25
Prepaid assets		32		35
Other current assets		107		70
Total current assets		628		608
Non-current assets:
Orbital receivables, net		302		307
Property, plant and equipment, net		1,113		1,094
Intangible assets, net		722		718
Non-current operating lease assets		131		133
Goodwill		1,649		1,649
Other non-current assets		95		97
Total assets	$	4,640	$	4,606
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	92	$	87
Accrued liabilities		87		76
Accrued compensation and benefits		52		77
Contract liabilities		387		364
Current portion of long-term debt		21		22
Current operating lease liabilities		35		34
Other current liabilities		105		76
Total current liabilities		779		736
Non-current liabilities:
Pension and other postretirement benefits		106		106
Operating lease liabilities		131		133
Long-term debt		2,193		2,172
Other non-current liabilities		68		71
Total liabilities		3,277		3,218
Commitments and contingencies
Stockholders’ equity:
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		2,273		2,276
Accumulated deficit		(887)		(873)
Accumulated other comprehensive loss		(24)		(16)
Total Maxar stockholders' equity		1,362		1,387
Noncontrolling interest		1		1
Total stockholders' equity		1,363		1,388
Total liabilities and stockholders' equity	$	4,640	$	4,606

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In millions)


	Three Months Ended
	March 31,
	2023		2022
Cash flows provided by (used in):
Operating activities:
Net loss	$	(14)	$	(7)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		39		68
Stock-based compensation expense		9		15
Amortization of debt issuance costs and other non-cash interest expense		5		3
Gain on sale of asset		(6)		—
Other		(2)		5
Changes in operating assets and liabilities:
Trade and other receivables, net		8		29
Accounts payable and liabilities		(22)		(25)
Contract liabilities		23		(39)
Other		4		(1)
Cash provided by operating activities		44		48
Investing activities:
Purchase of property, plant and equipment and development or purchase of software		(63)		(64)
Sale of asset		6		—
Acquisition of investment		—		(2)
Cash used in investing activities		(57)		(66)
Financing activities:
Net proceeds from Revolving Credit Facility		20		—
Settlement of securitization liability		(4)		(4)
Repayments of long-term debt		(6)		(1)
Other		(12)		(2)
Cash used in financing activities		(2)		(7)
Decrease in cash, cash equivalents, and restricted cash		(15)		(25)
Cash, cash equivalents, and restricted cash, beginning of year		52		48
Cash, cash equivalents, and restricted cash, end of period	$	37	$	23

Reconciliation of cash flow information:
Cash and cash equivalents	$	26	$	22
Restricted cash included in prepaid and other current assets		11		1
Total cash, cash equivalents, and restricted cash	$	37	$	23

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(In millions, except per share amounts)

Three months ended March 31, 2023:


								Accumulated
								other				Total
	Common Stock			Additional		Accumulated		comprehensive		Noncontrolling		stockholders’
	Shares	Amount		paid-in capital		deficit		loss		interest		equity
Balance as of December 31, 2022	74.7	$	—	$	2,276	$	(873)	$	(16)	$	1	$	1,388
Common stock issued under employee stock purchase plan	0.8		—		—		—		—		—		—
Equity classified stock-based compensation expense	—		—		(3)		—		—		—		(3)
Dividends ($0.01 per common share)	—		—		—		—		—		—		—
Comprehensive loss	—		—		—		(14)		(8)		—		(22)
Balance as of March 31, 2023	75.5	$	—	$	2,273	$	(887)	$	(24)	$	1	$	1,363

Three months ended March 31, 2022:


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

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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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.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Recent Accounting Guidance Adopted

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which together with subsequent amendments, is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance was effective beginning on March 12, 2020, and the Company 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.

3.	TRADE AND OTHER RECEIVABLES, NET


	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

The Company has orbital receivables from 13 customers for which the largest customer’s value represents 33% of the stated current and non-current balance sheet values as of both March 31, 2023 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:

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

4.	INVENTORY, NET


	March 31,		December 31,
	2023		2022
Raw materials	$	37	$	44
Work in process		10		4
Total	$	47	$	48
Inventory reserve		(2)		(2)
Inventory, net	$	45	$	46

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

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

Depreciation expense for property, plant and equipment was $18 million and $19 million for the three months ended March 31, 2023 and 2022, respectively.

6.	INTANGIBLE ASSETS


	March 31, 2023						December 31, 2022
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer relationships	$	615	$	(245)	$	370	$	615	$	(234)	$	381
Software		483		(179)		304		461		(174)		287
Technologies		49		(15)		34		49		(14)		35
Trade names and other		28		(14)		14		28		(13)		15
Intangible assets	$	1,175	$	(453)	$	722	$	1,153	$	(435)	$	718

Amortization expense related to intangible assets was $21 million and $49 million for the three months ended March 31, 2023 and 2022.

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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


	March 31,		December 31,
	2023		2022
Syndicated Credit Facility:
Revolving Credit Facility	$	145	$	125
Term Loan B		1,489		1,493
7.75% 2027 Notes		500		500
7.54% 2027 Notes		150		150
Deferred financing		19		19
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(94)		(98)
Total long-term debt		2,214		2,194
Current portion of long-term debt		(21)		(22)
Non-current portion of long-term debt	$	2,193	$	2,172

Syndicated Credit Facility

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 maximum Consolidated Net Debt Leverage Ratio financial maintenance covenant permitted under the 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, the Company was in compliance with its 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.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, if such borrowings are in U.S. dollars, either Adjusted Term SOFR plus an applicable margin ranging from 2.75% to 3.50% or ABR plus an applicable margin ranging from 1.75% to 2.50%, in each case depending on the total Consolidated Net Debt Leverage Ratio. The Company may also, at its option, borrow in Canadian dollars, Euros or British Pounds Sterling using the same applicable margins as noted for U.S. dollars. The Revolving Credit Facility is payable at maturity on June 14, 2027. The Revolving Credit Facility may be repaid by the Company, in whole or in part, together with accrued interest, without premium or penalty.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. The Company had $13 million and $24 million of issued and undrawn letters of credit outstanding under the Revolving Credit Facility as of March 31, 2023 and December 31, 2022, respectively. The $11 million decrease of issued and undrawn letters of credit is primarily due to approximately $10 million of obligations now being collateralized with cash versus previously collateralized by letters of credit. The approximately $10 million of cash collateral is classified as restricted cash within Other current assets on the Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023.

7.75% Notes due 2027

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

7.54% Notes due 2027

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

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


	Three Months Ended
	March 31,
	2023		2022
Interest on long-term debt	$	46	$	33
Interest on orbital securitization liability		1		1
Capitalized interest		(18)		(11)
Interest expense, net	$	29	$	23

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

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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 March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables ¹	$	—	$	400	$	—	$	400
Interest rate swaps		—		13		—		13
	$	—	$	413	$	—	$	413
Liabilities
Long-term debt ²	$	—	$	2,175	$	—	$	2,175
	$	—	$	2,175	$	—	$	2,175


	Recurring Fair Value Measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Orbital receivables ¹	$	—	$	392	$	—	$	392
Interest rate swaps		—		21		—		21
	$	—	$	413	$	—	$	413
Liabilities
Long-term debt ²	$	—	$	2,168	$	—	$	2,168
	$	—	$	2,168	$	—	$	2,168

¹	The carrying value of orbital receivables was $347 million and $351 million as of March 31, 2023 and December 31, 2022, respectively.

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 $2,045 million as of both March 31, 2023 and December 31, 2022. The carrying value of borrowings under the Revolving Credit Facility approximates their fair value.

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 March 31, 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

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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 March 31, 2023 and December 31, 2022.

9.	STOCKHOLDERS’ EQUITY

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


	Foreign currency translation adjustments		Interest rate swaps		Pension and other postretirement plan adjustments		Total accumulated other comprehensive loss
Balance as of December 31, 2022	$	(2)	$	21	$	(35)	$	(16)
Other comprehensive loss before reclassifications		—		(1)		—		(1)
Reclassification of gain to net income		—		(7)		—		(7)
Tax benefit (expense)		—		—		—		—
Balance as of March 31, 2023	$	(2)	$	13	$	(35)	$	(24)

10.

REVENUES

As of March 31, 2023, the Company had $3,292 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 $1,309 million, $851 million and $1,132 million for the remaining nine months ending December 31, 2023, the year ending December 31, 2024 and thereafter, respectively.

Contract liabilities by segment are as follows:


As of March 31, 2023	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	99	$	288	$	387

As of December 31, 2022	Earth Intelligence		Space Infrastructure		Total
Contract liabilities	$	107	$	257	$	364

Contract liabilities increased to $387 million as of March 31, 2023 from $364 million as of December 31, 2022. The increase of $23 million in contract liabilities is primarily due to an increase in contract liabilities within the 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.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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


Three Months Ended March 31, 2023	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	176	$	—	$	176
Service revenues		243		—		—		243
Intersegment		—		19		(19)		—
	$	243	$	195	$	(19)	$	419

Three Months Ended March 31, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
Product revenues	$	—	$	154	$	—	$	154
Service revenues		251		—		—		251
Intersegment		—		23		(23)		—
	$	251	$	177	$	(23)	$	405

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

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 $7 million and $9 million for the three months ended March 31, 2023 and 2022, respectively.

The 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.

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


	Three Months Ended
	March 31,
	2023		2022
United States	$	365	$	335
Asia		20		22
Middle East		12		15
Europe		8		17
Australia		6		7
Canada		3		6
Other		5		3
Total revenues	$	419	$	405

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

Revenues from significant customers are as follows:


Three Months Ended March 31, 2023	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	168	$	75	$	—	$	243
Commercial and other		75		120		(19)		176
Total revenues	$	243	$	195	$	(19)	$	419

Three Months Ended March 31, 2022	Earth Intelligence		Space Infrastructure		Eliminations		Total
U.S. federal government and agencies	$	169	$	63	$	—	$	232
Commercial and other		82		114		(23)		173
Total revenues	$	251	$	177	$	(23)	$	405

The Company had revenues from commercial customer (“Customer A”) in the Space Infrastructure segment that represented 13% of total revenues for the three months ended March 31, 2023. The revenues from commercial Customer A were below 10% for the three months ended March 31, 2022. The Company had revenues from another commercial customer (“Customer B”) in the Space Infrastructure segment that were below 10% for the three months ended March 31, 2023. The revenues from commercial Customer B represented 11% of the Company’s total revenues for the three months ended March 31, 2022.

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.

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

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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


	Three Months Ended
	March 31,
	2023		2022
Revenues:
Earth Intelligence	$	243	$	251
Space Infrastructure		195		177
Intersegment eliminations		(19)		(23)
Total revenues	$	419	$	405

Adjusted EBITDA:
Earth Intelligence	$	73	$	99
Space Infrastructure		14		19
Intersegment eliminations		(8)		(9)
Corporate and other expenses		(22)		(25)
Restructuring		(5)		(1)
Transaction and integration related expense		(4)		—
Amortization of deferred ERP implementation costs		(1)		—
Gain on sale of asset		6		—
Depreciation and amortization		(39)		(68)
Interest expense, net		(29)		(23)
Interest income ¹		1		1
Loss before taxes	$	(14)	$	(7)

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

The Company’s capital expenditures are as 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.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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
	March 31,
	2023		2022
Interest cost	$	5	$	4
Expected return on plan assets		(6)		(7)
Expenses paid		1		1
Net periodic benefit credit	$	—	$	(2)

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 March 31, 2023 and 2022, the effective tax rate on Income before taxes was 0%. The effective tax rates for the three months ended March 31, 2023 and 2022 differ from the statutory U.S. federal income tax rate of 21.0% primarily due to estimated permanent differences and changes in valuation allowance. The Company does not anticipate a significant change to the Company’s gross unrecognized tax benefits within the next 12 months.

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

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

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

14.

NET LOSS PER COMMON SHARE

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


	Three Months Ended
	March 31,
	2023		2022
Net loss	$	(14)	$	(7)

Weighted average number of common shares outstanding-basic		75.0		73.2
Weighted dilutive effect of equity awards		—		—
Weighted average number of common shares outstanding - diluted		75.0		73.2

Net loss per common share:
Basic	$	(0.19)	$	(0.10)
Diluted	$	(0.19)	$	(0.10)

For the three months ended March 31, 2023 and 2022, approximately 2 million and 3 million shares subject to awards, respectively, were excluded from the diluted weighted average number of ordinary common shares outstanding calculation because their effect would have been anti-dilutive.

15.	COMMITMENTS AND CONTINGENCIES

Contingencies in the Normal Course of Business

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

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

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

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

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

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

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

In 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.

Legal proceedings

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

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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.

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 parties have reached an agreement to resolve the action on a class-wide basis for a one-time payment of $37 million, to be funded by insurance maintained by Maxar. The Company recorded a liability of $37 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.

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

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

Eight 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”).

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

The Federal Court Complaints generally allege that the preliminary proxy statement filed by Maxar on January 31, 2023 (the “Preliminary Proxy Statement”) and/or the definitive proxy statement filed by Maxar on March 16, 2023 (the “Definitive Proxy Statement”), both filed in connection with the Merger Agreement, misrepresent and/or omit certain purportedly material information related to the Merger Agreement. The Federal Court Complaints assert violations of Sections 14(a) and 20(a) of the 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 the Merger Agreement, asserting violations of the Colorado Securities Act, Colorado Revised Statutes §§ 11-51-501 and 11-51-604(3) against Maxar and the members of Maxar’s Board of Directors, violations of §§ 11-51-604(5)(b) and (c) against the members of Maxar’s Board of Directors, as 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 negligently misrepresented and omitted purportedly 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 the Definitive Proxy Statement; (vi) dissemination of a proxy statement that does not contain purportedly false or misleading statements; (vii) 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.

Maxar cannot predict the outcomes of the Matters. Maxar management 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.

To avoid the risk of the Matters delaying or adversely affecting the Merger and 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-related supplemental disclosures”). The 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.

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MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

(Tabular amounts in millions, unless otherwise noted)

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

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

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined in Section 27A of the 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 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. Such factors, risks and uncertainties include: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between 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 the ability of Maxar to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (5) the 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-19 pandemic or any other pandemics, epidemics or infectious disease outbreaks; (8) Maxar’s ability to generate a sustainable order rate for the satellite and space manufacturing operations and develop new technologies to meet the needs of its 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 of third parties that it utilizes in its 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; (12) satellites are subject to construction and launch delays, launch failures, damage or destruction during launch; (13) if Maxar satellites fail to operate as intended; (14) the impacts of any loss of, or damage to, a satellite and any failure to obtain data or alternate sources of data for Maxar’s products; (15) any interruption or failure of Maxar’s infrastructure or national infrastructure; (16) Maxar’s business with various governmental entities is concentrated in a small number of primary contracts; (17) Maxar operates in highly competitive industries and in various jurisdictions across the world; (18) uncertain global macro-economic and political conditions; (19) Maxar is a party to legal proceedings, investigations and other claims or disputes, which are costly to defend and, if determined adversely to it, could require it to pay fines or damages, undertake remedial measures or prevent it from taking certain actions; (20) Maxar’s ability to attract, train and retain employees; (21) any disruptions in U.S. government operations and funding; (22) any 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; (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 provide certain key products or services; (25) any disruptions in the supply of key raw materials or components and any difficulties in the supplier qualification process, as well as any increases in prices of raw 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 satellites, or to refinance or renew its debt financing arrangements, or it may be able to do so 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 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

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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, 2022, are substantially unchanged.

RECENT DEVELOPMENTS

Agreement and Plan of Merger with Advent International Corporation

On December 15, 2022, we entered into the Merger Agreement with Galileo Parent, Inc., a Delaware corporation (“Parent”), Galileo Bidco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and solely for the purposes set forth therein, Galileo Topco, Inc., a Delaware corporation and an indirect parent of Parent (“Preferred Equity Issuer”). Parent, Merger Sub and Preferred Equity Issuer are affiliates of funds advised by Advent, a private equity firm headquartered in Boston, Massachusetts. 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 the terms and subject to the conditions of the Merger Agreement, at the closing of the transactions 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 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.

As previously mentioned, on April 19, 2023, our stockholders voted to adopt the Merger Agreement. We currently anticipate that the Merger will close in early May 2023, subject to the satisfaction or waiver of all other closing conditions, including receipt of outstanding regulatory approvals.

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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.

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 Earth-observation constellation, providing us with over two decades and approximately 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 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. In addition to our Earth observation capabilities, we offer RF and SAR data, which provides more comprehensive and accurate geospatial insights for our customers. Through our updated NOAA remote sensing license, we are also able to collect NEI for our current constellation and our next generation WorldView Legion satellites. Through this new license authority, we can collect and distribute images of space objects across the LEO – the area ranging from 200 kilometers 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 U.S. government is the largest customer of our Earth Intelligence segment through the EOCL Contract, G-EGD and OWT programs and various classified and unclassified contract vehicles

We 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.

Space Infrastructure

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

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RESULTS OF OPERATIONS


	Three Months Ended
	March 31,				$		%
	2023		2022		Change		Change
($ millions)
Revenues:
Product	$	176	$	154	$	22	14	%
Service		243		251		(8)	(3)
Total revenues	$	419	$	405	$	14	3	%
Costs and expenses:
Product costs, excluding depreciation and amortization		147		127		20	16
Service costs, excluding depreciation and amortization		109		93		16	17
Selling, general and administrative		117		104		13	13
Depreciation and amortization		39		68		(29)	(43)
Gain on sale of assets		(6)		—		(6)	*
Operating income	$	13	$	13	$	—	*	%
Interest expense, net		29		23		6	26
Other income, net		(2)		(3)		1	(33)
Loss before taxes	$	(14)	$	(7)	$	(7)	100	%
Income tax expense (benefit)		—		—		—	*
Net loss	$	(14)	$	(7)	$	(7)	100	%

* Not meaningful.

Product and service revenues


	Three Months Ended
	March 31,				$		%
	2023		2022		Change		Change
($ millions)
Product revenues	$	176	$	154	$	22	14	%
Service revenues		243		251		(8)	(3)
Total revenues	$	419	$	405	$	14	3	%

Total revenues increased to $419 million from $405 million, or by $14 million, for the three months ended March 31, 2023 compared to the same period of 2022. The increase was primarily due to an increase in product revenues in our Space Infrastructure segment partially offset by a decrease in service revenues 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, “Revenues” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” for product and service revenue by segment.

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Product and service costs


	Three Months Ended
	March 31,				$		%
	2023		2022		Change		Change
($ millions)
Product costs, excluding depreciation and amortization	$	147	$	127	$	20	16	%
Service costs, excluding depreciation and amortization		109		93		16	17
Total costs	$	256	$	220	$	36	16	%

Total costs of product and services increased to $256 million from $220 million, or by $36 million, for the three months ended March 31, 2023, compared to the same period of 2022. The increase in costs was primarily due to a $20 million increase in product costs within our Space Infrastructure segment and a $16 million increase in service costs within our Earth Intelligence segment. 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 product and services costs is included within the “Results by Segment” section below.

Selling, general and administrative


	Three Months Ended
	March 31,				$		%
	2023		2022		Change		Change
($ millions)
Selling, general and administrative	$	117	$	104	$	13	13	%

Selling, general and administrative costs increased to $117 million from $104 million, or by $13 million, for the three months ended March 31, 2023, compared to the same period of 2022. The increase was primarily due to a $5 million increase in transaction and integration related expenses related to the pending Merger, a $5 million increase in research and development expenses primarily within our Space Infrastructure segment, a $3 million increase in restructuring costs, a $2 million increase in information technology costs and a $3 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 $7 million decrease in 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 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.

Depreciation and amortization


	Three Months Ended
	March 31,				$		%
	2023		2022		Change		Change
($ millions)
Property, plant and equipment	$	18	$	19	$	(1)	(5)	%
Intangible assets		21		49		(28)	(57)
Depreciation and amortization expense	$	39	$	68	$	(29)	(43)	%

Depreciation and amortization expense decreased to $39 million from $68 million, or by $29 million, for the three months ended March 31, 2023, compared to the same period of 2022. The decrease was primarily driven by a decrease in amortization expense related to intangible assets that were fully amortized in 2022.

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Gain on sale of assets


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

* Not meaningful.

During the three months ended March 31, 2023, we recognized a $6 million gain on sale of asset due to the release of cash held in escrow related to the 2019 sale and leaseback of our owned property in Palo Alto, California. During the three months ended March 31, 2022, we recognized no (gain) loss on sale of 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	%

Interest expense, net increased to $29 million from $23 million, or by $6 million, for the three months ended March 31, 2023, compared to the same period in 2022. The increase was primarily due to an increase in interest on long-term debt of $13 million driven by an increase in interest rates on our Term Loan B (as defined below) which was amended in the second quarter of 2022. These increases were partially offset by a $7 million increase in capitalized interest related to the building of our WorldView Legion satellites.

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
	March 31,				$		%
	2023		2022		Change		Change
($ millions)
Revenues:
Earth Intelligence	$	243	$	251	$	(8)	(3)	%
Space Infrastructure		195		177		18	10
Intersegment eliminations		(19)		(23)		4	(17)
Total revenues	$	419	$	405	$	14	3	%

Adjusted EBITDA:
Earth Intelligence	$	73	$	99	$	(26)	(26)	%
Space Infrastructure		14		19		(5)	(26)
Intersegment eliminations		(8)		(9)		1	(11)
Corporate and other expenses		(22)		(25)		3	(12)
Total Adjusted EBITDA	$	57	$	84	$	(27)	(32)	%

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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
	March 31,						$		%
	2023			2022			Change		Change
($ millions)
Total revenues	$	243		$	251		$	(8)	(3)	%

Adjusted EBITDA	$	73		$	99		$	(26)	(26)	%
Adjusted EBITDA margin (as a % of total revenues)		30.0	%		39.4	%

Revenues from the Earth Intelligence segment decreased to $243 million from $251 million, or by $8 million, for the three months ended March 31, 2023, compared to the same period of 2022. The decrease was primarily driven by a $7 million decrease in revenues from international defense and intelligence customers. There was also a $1 million decrease in revenues from the U.S. government primarily due to a $10 million decrease in imagery solutions revenues partially offset by a $9 million increase in geospatial services revenues.

Adjusted EBITDA decreased to $73 million from $99 million, or by $26 million, for the three months ended March 31, 2023, compared to the same period of 2022. The decrease was primarily related to the above-mentioned decrease in revenues and a $15 million increase in service costs. The increase in service costs included an $8 million increase in geospatial services costs primarily due to higher geospatial services revenues and a $7 million increase in imagery solutions costs, including costs from acquisitions completed in the fourth quarter of 2022. There was also a $4 million increase in selling, general and administrative costs for the three months ended March 31, 2023, compared to the same period of 2022.

Space Infrastructure

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


	Three Months Ended
	March 31,						$		%
	2023			2022			Change		Change
($ millions)
Total revenues	$	195		$	177		$	18	10	%

Adjusted EBITDA	$	14		$	19		$	(5)	(26)	%
Adjusted EBITDA margin (as a % of total revenues)		7.2	%		10.7	%

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

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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 $195 million from $177 million, or by $18 million, for the three months ended March 31, 2023, compared to the same period of 2022. The increase in revenues was primarily due to a $12 million increase in U.S. government revenues driven by the recognition of revenue from recent contract awards. The increase in revenues was also driven by a $6 million increase in revenues from commercial programs for three months ended March 31, 2023, compared to the same period of 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 decreased to $22 million from $25 million, or by $3 million, for the three months ended March 31, 2023, compared to the same period in 2022. The decrease was primarily driven by a $1 million foreign exchange gain for the three months ended March 31, 2023, compared to a $1 million foreign exchange loss for the same period of 2022.

Intersegment eliminations

Intersegment eliminations are related to projects between our segments, including the construction of our WorldView Legion satellites. Intersegment eliminations remained relatively unchanged as they decreased to $8 million from $9 million, or by $1 million, for the three months ended March 31, 2023, compared to the same period in 2022.

BACKLOG

Our backlog by segment is as follows:


	March 31,		December 31,
	2023		2022
($ millions)
Earth Intelligence	$	2,071	$	2,048
Space Infrastructure		1,221		1,146
Total backlog		3,292		3,194
Unfunded contract options		2,135		2,089
Total	$	5,427	$	5,283

Order backlog, representing the estimated dollar value of firm contracts for which work has not yet been performed (also known as the remaining performance obligations on a contract), was $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

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segment consists of both multi-year and annual contracts, which renew at various times throughout the year. As a result, the timing of when contracts are awarded and when option years are exercised may cause backlog to fluctuate significantly from period to period. Although backlog reflects business that is considered to be firm, terminations, amendments or cancellations may occur, which could result in a reduction in our total backlog.

Our unfunded contract options totaled $2,135 million and $2,089 million as of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 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. 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 $1.74 billion in exercisable options. The EOCL Contract transitioned the imagery acquisition requirement 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.

We have significant purchase obligations in the normal course of business for goods and services, under agreements with defined terms as to quantity, price and timing of delivery. Purchase obligations represent open purchase orders and other commitments for the purchase or construction of property, plant and equipment or intangible assets, operational commitments related to remote ground terminals, or with subcontractors on long-term construction contracts that we have with customers in the normal course of business.

We also have short and long-term requirements to fund our pension plans within the Space Infrastructure segment. Funding requirements under applicable laws and regulations are a major consideration in making contributions to our pension plans. Failure to satisfy the minimum funding thresholds with respect to appropriate laws and regulations could result in restrictions on our ability to amend the plans or make benefit payments. With respect to our qualified pension plan, we intend to contribute annually not less than the required minimum funding thresholds. The American Rescue Plan Act of 2021 includes provisions for pension funding relief in future periods. We have elected to take advantage of these provisions and anticipate lower required contributions for our qualified pension plan in the upcoming years. There are no required contributions for our qualified pension plan for the year ending December 31, 2023, and there were no required contributions for the year ended 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 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

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more of the institutions with which we maintain accounts were to fail or be taken over by the FDIC, such as the recent take-over of Silicon Valley Bank, our ability to access such accounts might be temporarily or permanently limited. Any losses or delay in access to funds as a result of 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.

Summary of cash flows


	Three Months Ended
	March 31,
	2023		2022
($ millions)
Cash provided by operating activities	$	44	$	48
Cash used in investing activities		(57)		(66)
Cash used in financing activities		(2)		(7)
Cash, cash equivalents, and restricted cash, beginning of year		52		48
Cash, cash equivalents, and restricted cash, end of period	$	37	$	23

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 decreased to $44 million from $48 million, or by $4 million, for the three months ended March 31, 2023 compared to the same period in 2022. The decrease was primarily driven by a $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 three months ended March 31, 2023, compared to the same period in 2022.

Investing activities

Cash used in investing activities decreased to $57 million from $66 million, or by $9 million, for the three months ended March 31, 2023 compared to the same period in 2022. Our primary investing activities included expenditures on property, plant and equipment of $39 million and $43 million for the three months ended March 31, 2023 and 2022, respectively, and investments in intangible assets primarily related to internally developed software of $24 million and $21 million for the three months ended March 31, 2023 and 2022, respectively. Property, plant and equipment expenditures for the three months ended March 31, 2023 and 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.

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Financing activities

Cash used in financing activities decreased to $2 million from $7 million, or by $5 million, for the three months ended March 31, 2023 compared to the same period in 2022. During the three months ended March 31, 2023, cash used in financing activities included $11 million in payments made to satisfy tax obligations on behalf of certain members of our executive leadership team and Section 16 officers, repayments of long-term debt of $6 million and the settlement of the securitization liability of $4 million. These cash outflows were partially offset by $20 million from the net proceeds of the Revolving Credit Facility (as defined below). During the three months ended March 31, 2022, cash used in financing activities included the settlement of the securitization liability of $4 million.

Long-term debt

The following table summarizes our long-term debt:


	March 31,		December 31,
	2023		2022
($ millions)
Syndicated Credit Facility:
Revolving Credit Facility	$	145	$	125
Term Loan B		1,489		1,493
7.75% 2027 Notes		500		500
7.54% 2027 Notes		150		150
Deferred financing		19		19
Obligations under finance leases and other		5		5
Debt discount and issuance costs		(94)		(98)
Total long-term debt	$	2,214	$	2,194

Syndicated Credit Facility

Our 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”).

The 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.

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The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. We had $13 million and $24 million of issued and undrawn letters of credit outstanding under the Revolving Credit Facility as of March 31, 2023 and December 31, 2022, respectively. The $11 million decrease of issued and undrawn letters of credit is primarily due to approximately $10 million of obligations now being collateralized with cash versus previously collateralized by letters of credit. The approximately $10 million of cash collateral is classified as restricted cash within Other current assets on the Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023.

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 three months ended March 31, 2023 or 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

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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

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 March 31, 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.

Off-balance sheet arrangements

As of March 31, 2023, we had no outstanding foreign exchange sales contracts. As of March 31, 2023, we had $13 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, 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

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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.

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


	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	%

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risks from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2022.

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 March 31, 2023. The evaluation was performed with the participation of senior

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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

There were no changes to our internal control over financial reporting during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors from those disclosed in Item 1A Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

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

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EXHIBIT INDEX

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

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

10.1#	Contract by and between Maxar Intelligence Inc. and the National Reconnaissance Office					X

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

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

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 March 31, 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

#	Certain 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.

*	Management Contract or compensatory plan arrangement.

†	Furnished herewith.

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SIGNATURES

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


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

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

Exhibit 10.1

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

UNCLASSIFIED/[***]

Upon removal of attachments, this document is UNCLASSIFIED



AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT					1. CONTRACT ID CODE	PAGE OF PAGES
						1 \| 100
2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.				5. PROJECT NO. (If applicable)
P00019
6. ISSUED BY	CODE	[]*	7. ADMINISTERED BY (If other than Item 6)			CODE
[]*
[]*
[]*			See Block 6
[]*
[]*
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)			(X)	9A. AMENDMENT OF SOLICITATION NO.
			☐	9B. DATED (SEE ITEM 11)
MAXAR INTELLIGENCE INC. WESTMINSTER CO 80234			☒	10A. MODIFICATION OF CONTRACT/ORDER NO. [***]22-C-0246
				10B. DATED (SEE ITEM 13)
CODE		FACILITY CODE		05/23/2022
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
☐ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ☐ is extended. ☐ is not extended.

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)

See Addenda:

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


CHECK ONE	A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
(X)	ORDER NO. IN ITEM 1OA.
☐
☒	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
☐	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF
☐	D. OTHER (Specify type of modification and authority)

E. IMPORTANT:	Contractor X is not. ___ is required to sign this document and return 0 copies to the issuing office.
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

	See Page 2.

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect.
15A NAME AND TITLE OF SIGNER (Type or print)		16A NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
[]*
15B. CONTRACTOR/OFFEROR		15C. DATE SIGNED		16C. DATE SIGNED
(Signature of person authorized to sign)				[]*
NSN 7540-01-152-8070			STANDARD FORM 30 (REV. 10-83)
Previous edition unusable			Prescribed by GSA
			FAR (48 CFR) 53.243

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UNCLASSIFIED/[***]

Upon removal of attachments, this document is UNCLASSIFIED

Block 14 Continuation

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

(U) Provide additional funding [***]

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

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

(U) [***]

(U) Specifically:


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

[***]

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

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1(U) Type of Contract and Total Contract Value

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

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

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

(U) CLIN 0001, as identified in this contract and in the total estimated amounts set forth below, is FFP as described under the Federal Acquisition Regulations (FAR) 16.202.

Description: (U) Imagery Subscription

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

		Quantity	Unit Price	Units	Total
0001AA	(U) Imagery Subscription (This is a 5 year base of all minimums – Foundation, Intel Points, SWIR, NEI, NTI and TDL as well as Package 1. In addition, the CLIN extensions for CLIN1AA include all minimums – Foundation, Intel Points, SWIR, NEI, NTI and TDL as 1 year options.	1	$1.500.000,000.00	Each	$1.500.000.000.00
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

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

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

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

Description: (U) Studies

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

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

[***]

(U) CLIN 0003 (Option), as identified in this contract and in the total estimated amounts set forth below, is FFP as described under the Federal Acquisition Regulations (FAR) I6.202,

Description: (U) RESERVED- Ad Hoc

(U) CLIN 0004 (Option), as identified in this contract and in the total estimated amounts set forth below, is FFP as described under the Federal Acquisition Regulations (FAR) 16.202.

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

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

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

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

Description: (U) Not Separately Priced

2	(U) Statement of Work

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

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

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

3	(U) Packaging and Marking

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

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

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

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4	(U) Packaging and Marking

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

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

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

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

5	(U) Quality Assurance Surveillance Plan

(U)[***]

6	(U) Ship To Address

[***]

7	52.247-34 (U) F.O.B. Destination (NOV 1991)

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

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

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

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

(U) (b) The Contractor shall--

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

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

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

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

(U) (4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

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

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

[***]

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

The following table is classified as (U).

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

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

[***]

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

9	(U) GOVERNMENT POINTS OF CONTACT

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

[***]

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10	(U) Accounting and Appropriation Data

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11	(U) CLIN Obligation and Value Summary

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

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

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PAGES 8-27 ARE MARKED [***] IN THEIR ENTIRETY

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Number	Title
52.203-16	(U) Preventing Personal Conflicts of Interest (JUN 2020)
52.204-4	(U) Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (MAY 2011)
52.222-35	(U) Equal Opportunity for Veterans (JUN 2020)
52.222-36	(U) Equal Opportunity for Workers with Disabilities (JUN 2020)
52.222-37	(U) Employment Reports on Veterans (JUN 2020)
52.223-13	(U) Acquisition of EPEAT-Registered Imaging Equipment (JUN 2014)
52.224-1	(U) Privacy Act Notification (APR 1984)
52.224-2	(U) Privacy Act (APR 1984)
52.224-3	(U) Privacy Training (JAN 2017)
52.225-8	(U) Duty-Free Entry (OCT 2010)
52.227-1	(U) Authorization and Consent (JUN 2020)
52.227-2	(U) Notice and Assistance Regarding Patent and Copyright Infringement (JUN 2020)
52.228-5	(U) Insurance -- Work on a Government Installation (JAN 1997)
52.232-39	(U) Unenforceability of Unauthorized Obligations (JUN 2013)
52.237-2	(U) Protection of Government Buildings, Equipment, and Vegetation (APR 1984)
52.237-3	(U) Continuity of Services (JAN 1991)
52.242-13	(U) Bankruptcy (JUL 1995)
52.242-15	(U) Stop-Work Order (AUG 1989)
52.246-4	(U) Inspection of Services -- Fixed-Price (AUG 1996)
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19.

52.203-13 (U) Contractor Code of Business Ethics and Conduct (NOV2021)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(U) (2) The Contractor shall

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

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

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

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

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

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

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

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

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

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

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

(U) (2) An internal control system.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

20.

52.204-21 (U) Basic Safeguarding of Covered Contractor Information Systems (NOV 2021)

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

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

(U)Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the

Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

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

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

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

Safeguarding requirements and procedures.

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

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

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

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

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

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

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

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

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

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

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

(U)(xi) Implement subnetworks for publicly accessible system components that are

physically or logically separated from internal networks.

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

(U)(xiii) Provide protection from malicious code at appropriate locations within

organizational information systems.

(U)(xiv) Update malicious code protection mechanisms when new releases are available. (U)(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

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

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

21.

52.212-5 Alternate 3 (U) Contract Terms and Conditions Required To Implement Statues or Executive Order -- Commercial Items (MAY 2022)(Alternate III)(JUL 2022)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(U)X (11) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

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

(U)X (14) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.s, proclamations, and statutes administered-by the Office of Foreign Assets Control of the Department of the Treasury).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(U) (d) Remedies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

E-Verify program MOU.

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

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

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

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

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

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

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

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

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

(U) (ii) Construction;

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

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

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

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

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

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

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

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

(U) (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

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

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

(U)Cost of components means--

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

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

(U)Domestic end product means--

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(U) (c) Offerors may obtain from the Contracting Officer a list of foreign articles that the Contracting Officer will treat as domestic for this contract.

(U) (d) The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the solicitation entitled "Buy American Certificate."

26.52.232-40 (U) Providing Accelerated Payments to Small Business Subcontractors (NOV 2021)

(U) (a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(U)(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(U) (c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services.

27.52,244-2 (U) Subcontracts (JUN 2020)

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

(U) Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

(U)Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

(U) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(U)(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions {including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(U)(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that --

(U)1)Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(U)2)Is fixed-price and exceeds --

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(U) (i)

For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or

(U) (ii)

For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in FAR 2.10 l on the date of subcontract award, or 5 percent of the total estimated cost of the contract.

(U) (d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts:

None

(U)(e)

(U) 1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b). (c), or (d) of this clause, including the following information:

(U)(i) A description of the supplies or services to be subcontracted.

(U)(ii) Identification of the type of subcontract to be used.

(U)(iii) Identification of the proposed subcontractor.

(U)(iv) The proposed subcontract price.

(U) (v) The subcontractor's current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(U)(vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(U)(vii) A negotiation memorandum reflecting --

(U)(A) The principal elements of the subcontract price negotiation;

(U)(B) The most significant considerations controlling establishment of initial or revised prices;

(U)(C) The reason certified cost or pricing data were or were not required;

(U) (D) The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing data in determining the price objective and in negotiating the final price;

(U) (E) The extent to which it was recognized in the negotiation that the subcontractor’s

certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any Such defective data on the total price negotiated;

(U)(F) The reasons for any significant difference between the Contractor's price objective

and the price negotiated; and

(U)(G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

(U) 2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause.

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(U) (f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the contractor1s purchasing system shall constitute a determination --

(U)l)

Of the acceptability of any subcontract terms or conditions;

(U)2)

Of the allowability of any cost under this contract; or

(U)3)

To relieve the Contractor of any responsibility for performing this contract.

(U) (g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in paragraph 15.404-4(c)(4)(i).

(U) (h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(U)(i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

(U)(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontract, which were. evaluated during negotiations:

None

28.

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PAGES 47-100 ARE MARKED [***] IN THEIR ENTIRETY

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Exhibit 10.2

MAXAR TECHNOLOGIES INC.

2019 INCENTIVE AWARD PLAN

FORM OF RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Maxar Technologies Inc., a Delaware corporation, (the “Company”), pursuant to its 2019 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one share of Common Stock (“Share”). This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and the Agreement.


Participant:	[__________________________]
Grant Date:	[__________________________]
Total Number of RSUs:	[_____________]
Vesting Commencement Date:	[_____________]
Vesting Schedule:	Subject to the Participant’s continued service with the Company or a Subsidiary through each applicable vesting date, 33% of the RSUs shall vest on the first and second anniversaries of the Vesting Commencement Date set forth above and 34% of the RSUs shall vest on the third anniversary of the Vesting Commencement Date.
Termination:	As set forth in Section 2.5 of the Agreement and subject to the terms of the Plan, if the Participant experiences a Termination of Service, all RSUs that have not become vested on or prior to the date of such Termination of Service will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.

On December 15, 2022, the Company entered into an Agreement and Plan of Merger with Galileo Parent, Inc., a Delaware corporation, Galileo Bidco, Inc., a Delaware corporation, and Galileo Topco, Inc., a Delaware corporation (such Agreement and Plan of Merger, as it may be amended from time to time, the “Merger Agreement”). Notwithstanding anything else to the contrary in the Plan, the Agreement or this Grant Notice, subject to and in connection with the closing of the Merger (as such term is defined in the Merger Agreement) this award and the RSUs subject to this award shall be treated as provided for in Section 1.6(c) of the Merger Agreement, as summarized below.

Pursuant to Section 1.6(c) of the Merger Agreement, upon the closing of the Merger, the above vesting schedule shall no longer be of force or effect and 33% of the outstanding RSUs (the “Vesting Portion”) shall be cancelled and exchanged for an amount in cash equal to the product obtained by multiplying the number of RSUs represented by the Vesting Portion by $53.00 (subject to adjustment pursuant to the terms of the Merger Agreement), payable within ten days following the closing of the Merger. The remaining outstanding RSUs (the “Rollover Portion”), shall be cancelled in exchange for the right of the Participant to receive an amount in cash, equal to the product obtained by multiplying the number of RSUs represented by the Rollover Portion by $53.00 (subject to adjustment pursuant to the terms of the Merger Agreement), in two substantially equal installments on each of January 1, 2024, and January 1, 2025, subject to the Participant’s continued employment through such date. In the event a Participant experiences a Qualifying Termination (as defined below), any unpaid amount corresponding to the Rollover Portion shall be paid to the Participation within thirty days of the Participant’s termination.

Certain Defined Terms

“Cause” means, (a) for an individual covered by an individual employment agreement that includes a definition of Cause, Cause, as defined in such employment agreement, (b) for an individual covered by the Company Change in Control Severance Plan, Cause, as defined in such plan, and (c) for all other employees of the Company and its Subsidiaries, Cause as defined in the U.S. Employee Severance Plan.

“Disability” means the absence of the employee from the employee’s duties with the Company and its Subsidiaries on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent.

“Good Reason” means, (a) for an individual covered by an individual employment agreement that includes a definition of Good Reason, Good Reason, as defined in such employment agreement, (b) for an individual covered by the Company Change in Control Severance Plan, Good Reason, as defined in such plan and (c) for all other employees of the Company and its subsidiaries, Good Reason as defined in the U.S. Employee Severance Plan.

“Qualifying Termination” means a termination by the Company without Cause, by the individual for Good Reason or due to death or Disability.

By his or her signature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. The Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. In addition, by signing below, the Participant also agrees that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6(b) of the Agreement by (i) withholding shares of Common Stock otherwise issuable to the Participant upon vesting of the RSUs, (ii) instructing a broker on the Participant’s behalf to sell shares of Common Stock otherwise issuable to the Participant upon vesting of the RSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan.


MAXAR TECHNOLOGIES INC.:			PARTICIPANT:

PARTICIPANT:

By:			By:
Print Name:			Print Name:
Title:
Address:			Address:

EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement (this “Agreement”) is attached, Maxar Technologies Inc., a Delaware corporation (the “Company”), has granted to the Participant the number of restricted stock units (“Restricted Stock Units” or “RSUs”) set forth in the Grant Notice under the Company’s 2019 Incentive Award Plan, as amended from time to time (the “Plan”). Each Restricted Stock Unit represents the right to receive one share of Common Stock (a “Share”) upon vesting. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and Grant Notice.

ARTICLE I.

GENERAL

1.1Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF RESTRICTED STOCK UNITS

2.1Grant of RSUs. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective as of the Grant Date set forth in the Grant Notice, the Company hereby grants to the Participant an award of RSUs under the Plan in consideration of the Participant’s past and/or continued employment with or service to the Company or any Subsidiaries and for other good and valuable consideration.

2.2Unsecured Obligation to RSUs. Unless and until the RSUs have vested in the manner set forth in Article 2 hereof, the Participant will have no right to receive Common Stock under any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2.3Vesting Schedule. Subject to Section 2.5 hereof, the RSUs shall vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share).

2.4Consideration to the Company. In consideration of the grant of the award of RSUs pursuant hereto, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary.

2.5Forfeiture, Termination and Cancellation upon Termination of Service. Subject to the provisions of the Plan, upon the Participant’s Termination of Service for any or no reason, all Restricted Stock Units which have not vested prior to or in connection with such Termination of Service shall thereupon automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and the Participant, or the Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder. Subject to the provisions

A-1

of the Plan, no portion of the RSUs which has not become vested as of the date on which the Participant incurs a Termination of Service shall thereafter become vested.

In the event that, at the time of the Participant’s Termination of Service, the Participant is a party to a written employment agreement with the Company that provides for the accelerated or continued vesting of all or part of the RSUs in connection with the circumstances of the Participant’s Termination of Service, then (subject to the satisfaction of any applicable conditions to such accelerated or continued vesting as set forth in such employment agreement) the accelerated or continued vesting required under the terms of such employment agreement shall be given effect before applying the immediately preceding paragraph. Furthermore, if such employment agreement provides for continued vesting of the all or a portion of the RSUs in such circumstances, the RSUs that would become vested after the Participant’s Termination of Service and over the applicable continued vesting period shall (subject to the satisfaction of any applicable conditions to such accelerated or continued vesting as set forth in such employment agreement) instead accelerate and be considered to have vested as of the Participant’s Termination of Service, and this provision shall control over such employment agreement. Any RSUs that become vested pursuant to this paragraph shall be settled pursuant to Section 2.6 not later than two and one-half months following the Participant’s Termination of Service; provided that if the period of time that the Participant has to satisfy any applicable vesting conditions in his or her employment agreement with the Company (including any period of time to consider and revoke any applicable release) spans two calendar years, settlement of such RSUs shall be made within the applicable two and one-half month period but in the second of such two calendar years.

2.6Issuance of Common Stock upon Vesting.

(a)As soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but in no event later than thirty (30) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short term deferral” exemption from Section 409A of the Code), or as to any RSUs that vest pursuant to the second paragraph of Section 2.5, the Company shall deliver to the Participant (or any transferee permitted under Section 3.2 hereof) a number of Shares equal to the number of RSUs subject to this Award that vest on the applicable vesting date. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 10.4 of the Plan, the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can again be issued in accordance with such Section.

(b)As set forth in Section 10.2 of the Plan, the Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable event arising in connection with the Restricted Stock Units. The Company shall not be obligated to deliver any Shares to the Participant or the Participant’s legal representative unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant resulting from the grant or vesting of the Restricted Stock Units or the issuance of Shares.

2.7Conditions to Delivery of Shares. The Shares deliverable hereunder may be either previously authorized but unissued Shares, treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue Shares deliverable hereunder prior to fulfillment of the conditions set forth in Section 10.4 of the Plan.

2.8Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to

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dividends, in respect of the RSUs and any Shares underlying the RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

ARTICLE III.

OTHER PROVISIONS

3.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.

3.2RSUs Not Transferable. The RSUs shall be subject to the restrictions on transferability set forth in Section 10.3 of the Plan.

3.3Tax Consequences; No Advice. The Participant understands that the Participant may suffer adverse tax consequences in connection with the RSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Company is not providing any tax, legal or financial advice to the Participant, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan or the RSUs.

3.4Binding Agreement. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.5Adjustments Upon Specified Events. The Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.

3.6Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.6, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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3.7Participant’s Representations. In accepting the RSUs, the Participant acknowledges and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time (subject to any limitations set forth in the Plan);

(b)the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs or other awards have been granted in the past;

(c)all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)the Participant’s participation in the Plan is voluntary;

(e)the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment contract with the Company or any of its Subsidiaries and shall not interfere with the ability of the Company or the Employer, as applicable, to terminate the Participant’s employment relationship (as otherwise may be permitted under local law);

(f)unless otherwise agreed with the Company, the RSUs and any Shares acquired upon settlement of the RSUs, and the income from and value of the same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Subsidiary;

(g)the RSUs and any Shares acquired under the Plan and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services (prior to the Grant Date) for the Company, the Employer or any of their Affiliates;

(h)the future value of the Shares underlying the RSUs is unknown, indeterminable, and cannot be predicted with certainty;

(i)no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from Termination of Service (for any reason whatsoever and whether or not in breach of local labor laws or later found invalid) and, should RSUs terminate without payment in connection with a Termination of Service before the applicable vesting date, in no event shall any portion of such RSUs be considered to have been earned (for service after the Grant Date or otherwise);

(j)for purposes of the RSUs, will be considered to experience a Termination of Service as of the date the Participant is no longer actively providing services to the Company, the Employer or any of their Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant provides services or the terms of the Participant’s employment agreement, if any), and such date will not be extended by any notice period (e.g., any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant provides services or the terms of the Participant’s service agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of the RSUs (including whether the Participant may still be considered to be providing service while on a leave of absence); and

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(k)neither the Company nor any of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement of the RSUs.

In addition, if the Shares issuable hereunder have not been registered under the Securities Act or any applicable state laws on an effective registration statement at the time of such issuance, the Participant shall, if required by the Company, concurrently with such issuance, make such written representations as are deemed necessary or appropriate by the Company and/or its counsel.

3.8Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.9Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.10Conformity to Applicable Laws. The grant of the RSUs and the issuance and delivery of Shares with respect to the RSUs are subject to all Applicable Laws, rules and regulations and to such approvals by any governmental agencies or securities exchange as may be required. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any other Applicable Law. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such Applicable Law. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to Applicable Law, and the Company has no liability to deliver any Shares in respect of the RSUs or make any payment unless such delivery or payment would comply with all Applicable Laws and the applicable requirements of any governmental agency, securities exchange or similar entity, and unless and until the Participant shall have taken all actions that the Company reasonably and in good faith determines are necessary in connection with the RSUs in order to comply with all such Applicable Laws, rules, and requirements. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable to comply with all Applicable Laws, rules or requirements.

3.11Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of the Participant.

3.12Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

3.13Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

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3.14Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries or interfere with or restrict in any way with the right of the Company or any of its Subsidiaries, which rights are hereby expressly reserved, to discharge or to terminate for any reason whatsoever, with or without cause, the services of the Participant’s at any time.

3.15Section 409A. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. This Award is intended to satisfy, and not result in any tax, penalty or interest under, Section 409A and shall be interpreted and construed consistent with such intent.

3.16Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company and its Subsidiaries with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to RSUs, as and when payable hereunder

3.17Data Privacy. Without limiting the generality of any other provision of this Agreement, Section 10.8 (“Data Privacy”) of the Plan is hereby expressly incorporated into this Agreement as if first set forth herein.

3.18Additional Terms for Participants Providing Services Outside the United States. To the extent the Participant provides services to the Company in a country other than the United States, the RSUs shall be subject to such additional or substitute terms as shall be set forth for such country in Exhibit B. If the Participant relocates to one of the countries included in Exhibit B during the life of the RSUs, the special provisions for such country shall apply to the Participant, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. In addition, the Company reserves the right to impose other requirements on the RSUs and the Shares issued upon vesting of the RSUs, to the extent the Company determines it is necessary or advisable in order to comply with local laws or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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EXHIBIT B

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

ADDITIONAL TERMS AND CONDITIONS BY COUNTRY

Certain capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the Plan and/or the Agreement.

TERMS AND CONDITIONS

This Exhibit B includes additional terms and conditions that govern any RSUs granted under the Plan if, under Applicable Law, you are a resident of, are deemed to be a resident of or are working in one of the countries listed below. Furthermore, the additional terms and conditions that govern any RSUs granted hereunder may apply to you if you transfer employment and/or residency to one of the countries listed below and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit B also includes notifications relating to exchange control and other issues of which you should be aware with respect to your participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the countries to which this Exhibit B refers as of March 2022. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the notifications herein as the only source of information relating to the consequences of your participation in the Plan because the information may be outdated when you vest in the RSUs and acquire Shares under the Plan, or when you subsequently sell Shares acquired under the Plan.

In addition, the notifications are general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you or you may be subject to the provisions of one or more jurisdictions.

ALL NON-U.S. JURISDICTIONS

NOTIFICATIONS

Insider Trading Restrictions/Market Abuse Laws. You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the Shares are listed and in applicable jurisdictions including the United States and your country or your broker’s country, if different, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs) or rights linked to the value of Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed inside information. Furthermore you could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You are responsible for ensuring your compliance with any applicable restrictions and you should speak with your personal legal advisor on this matter.

Foreign Asset/Account, Tax Reporting Information. Your country of residence may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received, or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside of your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to your country within a certain time after receipt. You are responsible for ensuring your compliance with such regulations, and you should speak with your personal legal advisor on this matter.

Not a Public Offering. The grant of the RSUs is not intended to be a public offering of securities in your country of employment (or country of residence, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities authorities.

TERMS AND CONDITIONS

Language. If you are resident in a country where English is not an official language, you acknowledge and agree that it is your express intent that this Agreement and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs be drawn up in English. Further, you acknowledge that you are sufficiently proficient in English to understand the terms and conditions of this Agreement and any documents related to the Plan or have had the ability to consult with an advisor who is sufficiently proficient in the English language. If you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Repatriation; Compliance with Law. You agree to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations in your of employment (and country of residence, if different). In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries, as may be required to allow the Company and any of its Subsidiaries to comply with local laws, rules and/or regulations in your country of employment (and country of residence, if different). Finally, you agree to

take any and all actions as may be required to comply with your personal obligations under local laws, rules and/or regulations in your country of employment (and country of residence, if different).

Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) AND THE UNITED KINGDOM

TERMS AND CONDITIONS

Data Privacy. If you reside and/or work in the EU/EEA or the United Kingdom, Section 3.17 of the Agreement shall be replaced with the following:

3.17 Data Privacy. The Company, with its principal executive offices located at 1300 W. 120th Avenue, Westminster, Colorado 80234, USA, is the controller responsible for the processing of your personal data by the Company and the third parties noted below.

(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, you are hereby notified that the Company collects, processes and uses certain personal information about you for the legitimate purpose of implementing, administering and managing the Plan and generally administering the RSUs, specifically, your name, home address, email address and telephone number, details of all Shares or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Personal Data”). In granting RSUs under the Plan, the Company will collect, process, use, disclose and transfer (collectively, “Processing”) Personal Data for purposes of implementing, administering and managing the Plan. The Company’s legal basis for the Processing of Personal Data is the Company’s legitimate business interests of managing the Plan, administering RSUs and complying with its contractual and statutory obligations, as well as the necessity of the Processing for the Company to perform its contractual obligations under this Agreement and the Plan. Your refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. As such, by accepting the RSUs, you voluntarily acknowledge the Processing of your Personal Data as described herein.

(b)Stock Plan Administration Service Provider. The Company and the Employer may transfer Personal Data to E*TRADE, an independent service provider based, in relevant part, in the United States, which may assist the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share Personal Data with another company that serves in a similar manner. The Processing of Personal Data will take place through both electronic and non-electronic means. Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing, administering and operating the Plan. When receiving Participant’s Personal Data, if applicable, the Stock Plan Administrator provides appropriate safeguards in accordance with the Standard Contractual Clauses or other appropriate cross-border transfer solutions. By participating in the Plan, the Participant understands that the Stock Plan Administrator will Process the Participant’s Personal Data for the purposes of implementing, administering and managing the Participant’s participation in the Plan.

(c)International Personal Data Transfers. The Plan and the RSUs are administered in the United States, which means it will be necessary for Personal Data to be transferred to, and Processed in the United States. When transferring Personal Data to the United States, the Company provides appropriate

safeguards in accordance with the Standard Contractual Clauses or other appropriate cross-border transfer solutions. You may request a copy of the appropriate safeguards with the Stock Plan Administrator or the Company by contacting your human resources representative.

(d)Data Retention. The Company will use Personal Data only as long as is necessary to implement, administer and manage your participation in the Plan or as required to comply with legal or regulatory obligations, including tax and securities laws. When the Company no longer needs Personal Data related to the Plan, the Company will remove it from its systems. If the Company keeps Personal Data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

(e)Data Subject Rights. To the extent provided by law, you have the right to (i) subject to certain exceptions, request access or copies of Personal Data the Company Processes, (ii) request rectification of incorrect Personal Data, (iii) request deletion of Personal Data, (iv) place restrictions on Processing of Personal Data, (v) lodge complaints with competent authorities in your country, and/or (vi) request a list with the names and addresses of any potential recipients of Personal Data. To receive clarification regarding your rights or to exercise your rights, you may contact your human resources representative. You also have the right to object, on grounds related to a particular situation, to the Processing of Personal Data, as well as opt-out of the Plan, in any case without cost, by contacting your human resources representative in writing. Your provision of Personal Data is a contractual requirement. You understand, however, that the only consequence of refusing to provide Personal Data is that the Company may not be able to administer the RSUs, or grant other awards or administer or maintain such awards. For more information on the consequences of the refusal to provide Personal Data, You may contact your human resources representative in writing.

AUSTRALIA

NOTIFICATIONS

Compliance with Laws. The offer of the RSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000.

Tax Information. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the RSUs granted under the Plan, such that the RSUs are intended to be subject to deferred taxation.

Exchange Control Information. If you are an Australian resident, exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on your behalf. If there is no Australian bank involved in the transfer, you will be required to file the report.

BRAZIL

TERMS AND CONDITIONS

Compliance with Law. By accepting the RSUs, you acknowledge that you agree to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the vesting of the RSUs, the sale of Shares acquired under the Plan, the payment of any dividends on such Shares.

Acknowledgement of Nature of Plan and RSUs. In accepting this Agreement, you acknowledge (i) that you are making an investment decision, (ii) that the Shares will be issued to you only if the vesting conditions are met and any necessary services are rendered by you during the vesting period set forth in the

vesting schedule, and (iii) that the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to you.

NOTIFICATIONS

Exchange Control Information. If you are resident or domiciled in Brazil, you will be required to submit annually a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights exceeds US$1,000,000 on December 31 of each year. If the aggregate value exceeds US$100,000,000, at the end of each quarter, the declaration must be filed in the month following the end of each quarter.

CANADA

TERMS AND CONDITIONS

Vesting of RSUs. Notwithstanding any other provision of the Plan, Agreement or Grant Notice, in no event will the final vesting date of any RSUs granted hereunder be (and any subsequent payment and/or settlement thereof be made) later than December 31 of the third calendar year following the year of grant, and any RSUs that have not settled and/or been paid by such date will automatically expire or will accelerate and be settled and/or paid out by such date, at the sole discretion of the Company.

Language Consent. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (« Agreement »), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Award Payable Only in Shares. The grant of the RSUs does not give you any right to receive a cash payment, and the RSUs are payable in Shares only.

GERMANY

NOTIFICATIONS

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In addition, you may be required to report the acquisition of securities if the securities acquired exceeds €12,500. In case of payments in connection with securities (including proceeds realized upon the sale of Shares or the receipt of dividends), the report must be made by the 5th day of the month following the month in which the payment was received and must be filed electronically. The form of report (Allgemeines Meldeportal Statistik) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. You are responsible for satisfying any applicable reporting obligation.

INDIA

NOTIFICATIONS

Exchange Control Information. You are required to repatriate the cash proceeds received upon the sale of Shares and receipt of any dividends and convert such proceeds into local currency within specified

timeframes as required under applicable regulations. You also are required to retain the foreign inward remittance certificate as evidence of repatriation. As exchange control regulations can change frequently and without notice, you should consult your personal tax or legal advisor before selling Shares to ensure compliance with current regulations.

Foreign Asset/Account Reporting Information. You are required to declare your foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return. As the reporting rules are stringent, you should consult with your personal tax or legal advisor regarding this reporting obligation.

ITALY

TERMS AND CONDITIONS

Acknowledgement of Nature of Agreement. In accepting this Agreement, you acknowledge that (1) you have received a copy of the Plan, the Agreement and this Exhibit B; (2) you have reviewed the applicable documents in their entirety and fully understand the contents thereof; and (3) you accept all provisions of the Plan, the Agreement and this Exhibit B.

For any RSUs granted, you further acknowledge that you have read and specifically and explicitly approve the terms of the Agreement.

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

Foreign Financial Assets Tax. The fair market value of any Shares held outside of Italy is subject to a foreign assets tax. The fair market value is considered to be the value of the Shares on the NYSE on December 31 of the applicable year in which you held the Shares (or when the Shares are acquired during the course of the year, the tax is levied in proportion to the actual days of holding over the calendar year). No tax payment duties arise if the amount of the foreign financial assets tax calculated on all financial assets held abroad does not exceed a certain threshold. You should consult with your personal tax advisor about the foreign financial assets tax.

JAPAN

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You will be required to report to the Japanese tax authorities details of any assets held outside of Japan as of December 31st (including any Shares acquired under the Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15 each year. You should consult with your personal tax advisor as to whether the reporting obligation applies to you and whether you will be required to include in the report details of any Shares or cash that you hold.

LUXEMBOURG

No country-specific provisions.

MEXICO

TERMS AND CONDITIONS

Acknowledgement of the Agreement. In accepting the Award granted hereunder, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Plan and the Agreement, including this Exhibit B. You further acknowledge that you have read and specifically and expressly approve the following:

(1)Your participation in the Plan does not constitute an acquired right.

(2)The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.

(3)Your participation in the Plan is voluntary.

(4)The Company and its Subsidiaries are not responsible for any decrease in the value of the RSUs granted and/or the Shares issued under the Plan.

SINGAPORE

TERMS AND CONDITIONS

Restriction on Sale and Transferability. You hereby agree that any Shares acquired pursuant to the RSUs will not be offered for sale in Singapore prior to the six (6)-month anniversary of the Grant Date, unless such sale or offer is made pursuant to one or more exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

NOTIFICATIONS

Securities Law Information. The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the RSUs being subsequently offered for sale to any other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore.

Chief Executive Officer and Director Notification Requirement. The Chief Executive Officer (“CEO”) and the directors (including alternate, substitute, associate and shadow directors) of a Singapore-incorporated company are subject to certain notification requirements under the Singapore Companies Act. Such CEO and directors must notify such Singapore Subsidiary in writing of an interest (e.g., RSUs, Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Shares are sold), or (iii) becoming the CEO or a director.

SPAIN

TERMS AND CONDITIONS

Labor Law Acknowledgement. By accepting the RSUs granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant any RSUs under the Plan to individuals who may be members of the Board or employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision, which is entered into upon the express assumption and condition that any RSUs granted will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis, other than as expressly set forth in the Agreement, including this Exhibit B. Consequently, you understand that the RSUs granted hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of RSUs since the future value of the RSUs and the underlying Shares is unknown and unpredictable. In addition, you understand that any RSUs granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of RSUs or right to RSUs shall be null and void.

Further, the vesting of the RSUs is expressly conditioned on your continued and active rendering of service, such that if your employment terminates for any reason whatsoever, the RSUs may cease vesting immediately, in whole or in part, effective on the date of your Termination of Service. This will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (5) your employment terminates for any other reason whatsoever. Consequently, upon your Termination of Service for any of the above reasons, you may automatically lose any rights to RSUs that were not vested on the date of your Termination of Service, as described in the Plan and the Agreement.

NOTIFICATIONS

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including this Appendix) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Exchange Control Information. If you acquire Shares under the Plan, you must declare the acquisition to the Direccion General de Comercio e Inversiones (the “DGCI”). If you acquire the Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for you; otherwise, you will be required to make the declaration by filing a D-6 form. You must declare ownership of any Shares with the DGCI each January while the Shares are owned and must also report, in January, any sale of Shares that occurred in the previous year for which the report is being made, unless the sale proceeds exceed the applicable threshold, in which case the report is due within one (1) month of the sale.

Foreign Asset/Account Reporting Information. You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.

To the extent that you hold Shares and/or have bank accounts outside of Spain with a value in excess of €50,000 (for each type of asset) as of December 31 each year, you will be required to report information on such assets in your tax return (tax form 720) for such year. After such Shares and/or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported Shares or accounts increases by more than €20,000 or if you sell or otherwise dispose of previously-reported Shares or accounts. If the value of such Shares and/or accounts as of December 31 does not exceed €50,000, a summarized form of declaration may be presented.

SWEDEN

TERMS AND CONDITIONS

Tax Withholding. Without limiting any other provision of the Agreement, you agree and understand that, while the Company or your Employer may wholly or partly withhold any income tax related to your participation in the Plan from your salary, you are liable for any and all income tax related to your participation in the Plan and legally applicable to you and hereby covenant to pay all such income tax not previously withheld, by the Company or your Employer, as and when requested by the Company or your Employer or by the Swedish Tax Agency.

NOTIFICATIONS

Securities Law Information. The Agreement (including its appendices), any prospectus or other document relating to the Plan shall not be considered a prospectus for the purposes of Regulation (EU) 2017/1129 and has not been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) or any other regulatory authority in any member state of the European Union.

UNITED ARAB EMIRATES

NOTIFICATIONS

Securities Law Information. RSUs under the Plan are granted only to select service providers of the Company and its Subsidiaries and are for the purpose of providing equity incentives. The Plan and the Agreement are intended for distribution only to such service providers and must not be delivered to, or relied on by, any other person. You should conduct your own due diligence on the RSUs offered pursuant to this Agreement. If you do not understand the contents of the Plan and/or the Agreement, you should consult an authorized financial adviser. The Emirates Securities and Commodities Authority and the Dubai Financial Services Authority have no responsibility for reviewing or verifying any documents in connection with the Plan. Further, the Ministry of the Economy and the Dubai Department of Economic Development have not approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

TERMS AND CONDITIONS

Tax Withholding.

Without limiting any other provision of the Agreement, you agree that you are liable for all income tax (including federal, state and local taxes), social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the

“Tax Obligations”) and hereby covenant to pay all such Tax Obligations as and when requested by the Company or your Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company or your Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.

Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the Exchange Act, as amended from time to time), you understand that you may not be able to indemnify the Company or your Employer for the amount of income tax not collected from or paid by you, as it may be considered a loan. In the event that you are an executive officer or director and income tax is not collected from you within ninety (90) days after the end of the tax year in which the taxable event occurs, the amount of any uncollected income tax may constitute an additional benefit to you on which additional income tax and national insurance contributions (“NICs”) may be payable. You acknowledge that you are responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing your Employer for the value of any NICs due on this additional benefit, which the Company or your Employer may recover from you.

If the maximum applicable withholding rate is used, any over-withheld amount may be credited to you by the Company or your Employer (with no entitlement to the Common Stock equivalent) or if not so credited, you may seek a refund from the local tax authorities.

Joint Election. As a condition of the RSUs granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the RSUs and/or payment of the RSUs and issuance of Shares pursuant to the RSUs, the assignment or release of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs.

Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs.

Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the RSUs, without any liability to the Company or your Employer.

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Section 302 Certification

I, Daniel L. Jablonsky, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of Maxar Technologies Inc.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2023

/s/ Daniel L. Jablonsky

Daniel L. Jablonsky

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Section 302 Certification

I, Biggs C. Porter, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of Maxar Technologies Inc.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2023

/s/ Biggs C. Porter

Biggs C. Porter

Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to § 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. § 1350)

In connection with the Quarterly Report of Maxar Technologies Inc., a Delaware corporation (“Company”), on Form 10-Q for the quarter ended March 31, 2023, as filed with the U.S. Securities and Exchange Commission (“Report”), the undersigned officer of the Company does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Maxar Technologies Inc.

/s/ Daniel L. Jablonsky

Daniel L. Jablonsky

President and Chief Executive Officer

Date: May 3, 2023

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to § 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. § 1350)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Maxar Technologies Inc.

/s/ Biggs C. Porter

Biggs C. Porter

Executive Vice President and Chief Financial Officer

Date: May 3, 2023

March 31,

December 31,

Current portion

Non-current portion

Total securitization liabilities