Maxar Technologies Inc. - Quarter Report: 2019 September (Form 10-Q)

September 30,

December 31,

Raw materials

Work in process

Total inventory

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2019
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)				(IRS Employer Identification Number)


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

303-684-2207

(Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, at $0.0001 par value	MAXR	New York Stock Exchange Toronto Stock Exchange
Series A Junior Participating Preferred Stock, at $0.01 par value	—	—

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 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 Act). Yes ☐ No ⌧

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

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

As of October 31, 2019, there were 59,744,715 shares of the registrant’s common stock, at $0.0001 par value, outstanding, and zero shares of the registrant’s Series A Junior Participating Preferred Stock, at par value $0.01 per share, outstanding.

Table of Contents

Maxar Technologies Inc.

Quarterly Report on Form 10-Q

For the period ended September 30, 2019

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 Unaudited Condensed Consolidated Financial Statements	9
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
3.	Quantitative and Qualitative Disclosures about Market Risk	46
4.	Controls and Procedures	46
PART II
1.	Legal Proceedings	48
1A.	Risk Factors	49
2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
3.	Defaults Upon Senior Securities	71
4.	Mine Safety Disclosures	71
5.	Other Information	71
6.	Exhibits	71
	Signatures	74

Table of Contents

PART I. FINANCIAL INFORMATION

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Operations

(In millions, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Revenues:
Product	$	158	$	201	$	542	$	686
Service		321		308		931		959
Total revenues	$	479	$	509	$	1,473	$	1,645
Costs and expenses:
Product costs, excluding depreciation and amortization	$	159	$	220	$	521	$	661
Service costs, excluding depreciation and amortization		105		100		336		296
Selling, general and administrative		92		132		275		368
Depreciation and amortization		96		119		293		343
Impairment losses		—		175		12		175
Satellite insurance recovery		—		—		(183)		—
Operating income (loss)		27		(237)		219		(198)
Interest expense, net		50		52		148		155
Other (income) expense, net		(1)		5		2		10
Income (loss) before taxes		(22)		(294)		69		(363)
Income tax expense (benefit)		3		(6)		4		(47)
Equity in loss (income) from joint ventures, net of tax		1		1		4		(2)
Net (loss) income	$	(26)	$	(289)	$	61	$	(314)

(Loss) income per common share:
Basic	$	(0.44)	$	(4.88)	$	1.02	$	(5.45)
Diluted	$	(0.44)	$	(4.88)	$	1.02	$	(5.45)

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

(In millions)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net (loss) income	$	(26)	$	(289)	$	61	$	(314)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments¹		(5)		(4)		6		(4)
Unrealized (loss) gain on derivatives		(1)		5		(17)		5
Change in pension and other postretirement benefit plans		—		(1)		2		(1)
Other comprehensive (loss) income, net of tax		(6)		—		(9)		—
Comprehensive (loss) income, net of tax	$	(32)	$	(289)	$	52	$	(314)

Included within Foreign currency translation adjustments is a net gain on hedge of net investment in foreign operations of $0 million and $5 million for the three and nine months ended September 30, 2019, respectively and a net gain on hedge of net investment in foreign operations of $6 million and a net loss of $6 million for the three and nine months ended September 30, 2018, respectively.

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Balance Sheets

(In millions)


	September 30,		December 31,
	2019		2018
Assets
Current assets:
Cash and cash equivalents	$	52	$	35
Trade and other receivables, net		484		464
Inventory		20		31
Advances to suppliers		7		42
Income taxes receivable		21		14
Prepaid and other current assets		44		51
Total current assets		628		637
Non-current assets:
Orbital receivables		412		407
Deferred tax assets		110		103
Property, plant and equipment, net		824		747
Intangible assets, net		1,065		1,232
Non-current operating lease assets		125		—
Goodwill		1,759		1,751
Other assets		119		124
Total assets	$	5,042	$	5,001
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	177	$	209
Accrued liabilities		56		116
Accrued compensation and benefits		99		100
Contract liabilities		279		361
Current portion of long-term debt		17		17
Current operating lease liabilities		33		—
Other current liabilities		59		46
Total current liabilities		720		849
Non-current liabilities:
Pension and other postretirement benefits		187		196
Contract liabilities		5		60
Operating lease liabilities		132		—
Long-term debt		3,114		3,030
Other non-current liabilities		182		222
Total liabilities		4,340		4,357
Stockholders’ equity:
Common stock ($0.0001 par value, 240 million common shares authorized and 59.6 million outstanding at September 30, 2019; no par value, unlimited authorized common shares and 59.4 million outstanding at December 31, 2018)		—		1,713
Additional paid-in capital		1,780		59
Accumulated deficit		(1,152)		(1,211)
Accumulated other comprehensive income		73		82
Total Maxar stockholders' equity		701		643
Noncontrolling interest		1		1
Total stockholders' equity		702		644
Total liabilities and stockholders' equity	$	5,042	$	5,001

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In millions)


	Nine Months Ended
	September 30,
	2019		2018
Cash flows provided by (used in):
Operating activities:
Net income (loss)	$	61	$	(314)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property, plant and equipment		85		121
Amortization of intangible assets		208		222
Stock-based compensation expense		10		14
Amortization of debt issuance costs and other noncash interest expense		6		7
Impairment losses		15		213
Foreign exchange losses		5		3
Deferred income tax expense (benefit)		—		(29)
Other		7		12
Changes in operating assets and liabilities:
Trade and other receivables		(24)		(24)
Accrued compensation and benefits		(11)		(6)
Trade and other payables		(31)		(55)
Accrued liabilities		(64)		16
Contract liabilities		(143)		(156)
Advances to suppliers		35		39
Deferred tax assets		(5)		(23)
Deferred tax liabilities		4		34
Other		(16)		(26)
Cash provided by operating activities		142		48
Investing activities:
Purchase of property, plant and equipment		(163)		(111)
Purchase or development of software		(43)		(42)
Cash collected on note receivable		—		5
Disposal of subsidiary and short-term investments		3		(1)
Acquisitions, net of cash acquired		—		(6)
Cash used in investing activities		(203)		(155)
Financing activities:
Net proceeds from revolving credit facility		107		150
Repayments of long-term debt		(22)		(25)
Proceeds from securitization of orbital receivables		—		18
Settlement of securitization liability		(7)		(12)
Payment of dividends		(2)		(49)
Change in overdraft balance		—		2
Other financing activities		(1)		—
Cash provided by financing activities		75		84
Increase (decrease) in cash, cash equivalents, and restricted cash		14		(23)
Cash, cash equivalents, and restricted cash, beginning of year		43		42
Cash, cash equivalents, and restricted cash, end of period	$	57	$	19

Reconciliation of cash flow information:
Cash and cash equivalents	$	52	$	9
Restricted cash included in prepaid and other current assets		1		8
Restricted cash included in other assets		4		2
Total cash, cash equivalents, and restricted cash	$	57	$	19

See accompanying notes to the unaudited condensed consolidated financial statements

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity

(In millions)

Three and nine months ended September 30, 2019:


	Common Stock			Additional				Accumulated other		Noncontrolling		Total stockholders’
	Shares	Amount		paid-in capital		Accumulated deficit		comprehensive income (loss)		interest		equity
Balance as of December 31, 2018	59.4	$	1,713	$	59	$	(1,211)	$	82	$	1	$	644
Reclassification of APIC due to U.S. Domestication	—		(1,713)		1,713		—		—		—		—
Common stock issued under employee stock purchase plan	0.1		—		1		—		—		—		1
Common stock issued upon vesting or exercise of stock-based compensation awards	0.1		—		—		—		—		—		—
Equity classified stock-based compensation expense	—		—		1		—		—		—		1
Dividends ($0.01 per common share)	—		—		—		(1)		—		—		(1)
Comprehensive loss	—		—		—		(59)		(6)		—		(65)
Balance as of March 31, 2019	59.6		—		1,774		(1,271)		76		1		580
Common stock issued under employee stock purchase plan	—		—		—		—		—		—		—
Common stock issued upon vesting or exercise of stock-based compensation awards	—		—		—		—		—		—		—
Equity classified stock-based compensation expense	—		—		2		—		—		—		2
Dividends ($0.01 per common share)	—		—		—		—		—		—		—
Comprehensive income	—		—		—		146		3		—		149
Balance as of June 30, 2019	59.6		—		1,776		(1,125)		79		1		731
Common stock issued under employee stock purchase plan	—		—		—		—		—		—		—
Common stock issued upon vesting or exercise of stock-based compensation awards	—		—		—		—		—		—		—
Equity classified stock-based compensation expense	—		—		4		—		—		—		4
Dividends ($0.01 per common share)	—		—		—		(1)		—		—		(1)
Comprehensive loss	—		—		—		(26)		(6)		—		(32)
Balance as of September 30, 2019	59.6	$	—	$	1,780	$	(1,152)	$	73	$	1	$	702

Table of Contents

MAXAR TECHNOLOGIES INC.

Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity

(In millions)

Three and nine months ended September 30, 2018:


	Common Stock			Additional		Retained earnings		Accumulated other		Noncontrolling		Total stockholders’
	Shares	Amount		paid-in capital		(Accumulated deficit)		comprehensive income (loss)		interest		equity
Balance as of December 31, 2017	56.2	$	1,550	$	51	$	118	$	113	$	1	$	1,833
Common stock issued under employee stock purchase plan	0.1		1		—		—		—		—		1
Common stock issued upon vesting or exercise of stock-based compensation awards	0.1		7		(7)		—		—		—		—
Reclassification of liability classified stock-based compensation awards to equity classified	—		—		1		—		—		—		1
Equity classified stock-based compensation expense	—		—		8		—		—		—		8
Dividends ($0.29 per common share)	—		—		—		(16)		—		—		(16)
Comprehensive income (loss)	—		—		—		15		(8)		—		7
Balance as of March 31, 2018	56.4		1,558		53		117		105		1		1,834
Common shares issued as part of dissenting shareholder settlement	2.2		111		—		—		—		—		111
Common stock issued under employee stock purchase plan	0.1		1		—		—		—		—		1
Common stock issued upon vesting or exercise of stock-based compensation awards	—		—		—		—		—		—		—
Reclassification of liability classified stock-based compensation awards to equity classified	—		—		(1)		—		—		—		(1)
Equity classified stock-based compensation expense	—		—		9		—		—		—		9
Dividends ($0.29 per common share)	—		—		—		(16)		—		—		(16)
Comprehensive income (loss)	—		—		—		(40)		8		—		(32)
Balance as of June 30, 2018	58.7		1,670		61		61		113		1		1,906
Common shares issued as part of dissenting shareholder settlement	—		—		—		—		—		—		—
Common shares issued as part of Neptec acquisition	0.5		25		—		—		—		—		25
Common stock issued under employee stock purchase plan	—		1				—		—		—		1
Common stock issued upon vesting or exercise of stock-based compensation awards	—		1		(1)		—		—		—		—
Reclassification of liability classified stock-based compensation awards to equity classified	—		(1)		1		—		—		—		—
Equity classified stock-based compensation expense	—		—		7		—		—		—		7
Dividends ($0.28 per common share)	—		—		—		(17)		—		—		(17)
Comprehensive income (loss)	—		—		—		(289)		—		—		(289)
Balance as of September 30, 2018	59.2	$	1,696	$	68	$	(245)	$	113	$	1	$	1,633

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

1. GENERAL BUSINESS DESCRIPTION

Maxar Technologies Inc. (the “Company” or “Maxar”) is a leading provider of solutions in Earth intelligence and space infrastructure. Maxar helps government and commercial customers to monitor, understand and navigate the changing planet; deliver global broadband communications infrastructure; 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 deliver services with speed, scale and cost effectiveness. The Company’s 5,800 team members in more than 30 global locations work to help customers harness the potential of space. Maxar’s stock trades on the New York Stock Exchange and Toronto Stock Exchange under the symbol “MAXR”.

Maxar’s businesses are organized and managed in three reportable segments: Space Systems, Imagery and Services.

On January 1, 2019, the Company completed a reorganization of its corporate structure pursuant to which the Company directly acquired all of the issued and outstanding shares of Maxar Technologies Ltd. (“Maxar Canada”), and the Company replaced Maxar Canada as the publicly-held parent company of the Maxar group (“U.S. Domestication”). Since its inception, Maxar Canada reported to securities regulators in both Canada and the U.S., financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Upon completion of the U.S. Domestication, and including the report herein, the Company has prepared its financial statements in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The Unaudited Condensed Consolidated Financial Statements include the accounts of Maxar Technologies Inc., and all of its consolidated subsidiaries. The Company’s Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions are eliminated in 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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Recently Adopted Accounting Pronouncements

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) which together with subsequent amendments is included in ASC 842 – Leases. This new standard requires that all leases with an initial term greater than one year be recorded on the balance sheet as a right-of-use asset and lease liability. Additional qualitative and quantitative disclosures are also required. The Company adopted the lease standard on January 1, 2019, using the modified retrospective transition approach on the effective date. The Company has elected the package of practical expedients, which allows the Company not to reassess whether any expired or existing contracts as of the adoption date are or contain a lease, lease classification for any expired or existing leases as of the adoption date and initial direct costs for any existing leases as of the adoption date. The Company has not elected the hindsight practical expedient when determining lease term and assessing impairment of right-of-use assets.

Upon adoption, the Company recognized operating lease right-of-use assets and lease liabilities of $133 million and $176 million, respectively in its Unaudited Condensed Consolidated Balance Sheets. There were no material impacts to the Unaudited Condensed Consolidated Statements of Operations or Unaudited Condensed Consolidated Statements of Cash Flows.

Taxes

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220). The guidance in ASU 2018-02 allows an entity to elect to reclassify the stranded tax effects related to the Tax Cuts and Jobs Act of 2017 ("2017 Tax Act") from accumulated other comprehensive income into retained earnings. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company adopted the update on January 1, 2019. There was no material impact on the Unaudited Condensed Consolidated Financial Statements.

Recent Accounting Guidance Not Yet Adopted

Financial Instruments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which together with subsequent amendments is included in ASC 326 – Financial Instruments – Credit Losses. ASC 326, as amended, significantly changes the impairment model for most financial assets and certain other instruments. ASC 326, as amended, will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. These updates are effective for annual and interim financial statement periods beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. The Company will adopt this standard and related amendments effective January 1, 2020. The Company is currently evaluating the impact the adoption of this guidance may have on the Company’s financial statements.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

3. BUSINESS COMBINATION

On July 16, 2018, the Company acquired Neptec Design Group Ltd. (“Neptec”), a leading electro-optical and electro-mechanical systems and high-performance intelligent Light Detection and Ranging company for $30 million, net of cash acquired, comprised of approximately $6 million in cash and the balance in common shares of Maxar. With Neptec, the Company will deliver end-to-end robotic systems and an expanded set of solutions in order to capture growth and accelerate advancement into new and expanding space segments. As a result of the transaction, the Company recognized $21 million of goodwill (not deductible for tax purposes), $11 million of intangible assets and $2 million of net liabilities. Neptec’s operating results are included in the Company’s consolidated financial statements beginning from the date of acquisition and had an immaterial effect on the Company’s Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2018. Direct transaction costs of the Neptec acquisition were not material and were expensed as incurred.

There were no business combinations during the nine months ended September 30, 2019.

4. TRADE AND OTHER RECEIVABLES, NET

Trade and other receivables, net consisted of the following:


	September 30,		December 31,
	2019		2018
Billed	$	218	$	242
Unbilled		221		172
Total trade receivables		439		414
Orbital receivables, current portion		37		34
Other		10		17
Allowance for doubtful accounts		(2)		(1)
Total trade and other receivables, net	$	484	$	464

Orbital receivables relate to performance incentives due under certain satellite construction contracts that are paid over the in-orbit life of the satellite. As of September 30, 2019 and December 31, 2018, long-term orbital receivables were $412 million and $407 million, respectively, and are included in Non-current assets on the Unaudited Condensed Consolidated Balance Sheets.

During 2018, the Company sold orbital receivables for net proceeds of $18 million. These orbital receivables were purchased in tranches that span multiple years and include longer-term maturities. The orbital receivables that were securitized remain recognized on the consolidated balance sheets as the Company did not meet the accounting criteria for surrendering control of the receivables. The net proceeds received have been recognized as securitization liabilities and are subsequently measured at amortized cost using the effective interest rate method. The securitized orbital receivables and the securitization liabilities are being drawn down as payments are received from the customers and passed on to the purchaser of the tranche. The Company continues to recognize orbital interest revenue on the orbital receivables that are subject to the securitization transactions and recognizes interest expense to accrete the securitization liability. The amount of securitization liabilities was $103 million and $109 million at September 30, 2019 and December 31, 2018, respectively, of which $16 million and $15 million, respectively, is included in Other current liabilities on the Unaudited Condensed Consolidated Balance Sheets. The non-current amount of securitization liabilities is included in Other non-current liabilities on the Unaudited Condensed Consolidated Balance Sheets.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

5. INVENTORY

Inventory consisted of the following:

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following:


	September 30,		December 31,
	2019		2018
Satellites	$	397	$	397
Equipment		230		229
Leasehold improvements		98		97
Computer hardware		96		92
Land and land improvements		88		88
Buildings		46		46
Furniture and fixtures		19		19
Construction in process		298		142
Property, plant and equipment, at cost		1,272		1,110
Accumulated depreciation		(448)		(363)
Property, plant and equipment, net	$	824	$	747

Depreciation expense for property, plant and equipment was $26 million and $85 million, and $43 million and $121 million for the three and nine months ended September 30, 2019 and September 30, 2018, respectively.

During the second quarter of 2019, the Company received insurance recoveries of $183 million related to the loss of the WorldView-4 satellite. The insurance proceeds are included in operating cash flows as they are considered business interruption insurance and represent the Company’s satellite’s loss of capacity to produce imagery for sale to the Company’s customers.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

7. INTANGIBLE ASSETS

Intangible assets consisted of the following:


	September 30, 2019						December 31, 2018
	Gross carrying value		Accumulated amortization		Net carrying value		Gross carrying value		Accumulated amortization		Net carrying value
Customer relationships	$	619	$	(92)	$	527	$	619	$	(58)	$	561
Backlog		332		(194)		138		332		(120)		212
Technologies		328		(133)		195		330		(86)		244
Software		239		(100)		139		198		(71)		127
Image library		80		(44)		36		80		(32)		48
Trade names and other		41		(13)		28		41		(9)		32
Non-compete agreements		21		(19)		2		21		(13)		8
Total intangible assets	$	1,660	$	(595)	$	1,065	$	1,621	$	(389)	$	1,232

Amortization expense related to intangible assets was $70 million and $208 million, and $76 million and $222 million for the three and nine months ended September 30, 2019 and September 30, 2018, respectively.

8. LEASES

The Company has both operating and finance leases. The majority of the Company’s leases are operating leases related to buildings. The majority of the Company’s finance leases are related to furniture and equipment.

The Company’s leases have remaining lease terms of approximately one year to 15 years, some of which include options to extend the lease anywhere from one to ten years, and are included in the lease term when it is reasonably certain the Company will exercise the option. The Company has elected as an accounting policy not to recognize any leases with an initial term of 12 months or less on the consolidated balance sheets and will recognize lease expense on a straight-line basis in the consolidated statements of operations.

The rate implicit in the lease is typically not readily determinable; in such instances the Company uses an incremental borrowing rate to determine the present value of the lease payments. The Company uses a borrowing rate with a similar term to the lease term and considers any options if they are reasonably certain to be exercised. For adoption, the Company elected to consider the remaining lease term and payments as of the adoption date.

The Company elected the practical expedient not to separate lease and non-lease components. The Company also elected to include in minimum lease payments any executory costs that are part of the fixed lease payment.

Finance lease cost, variable lease cost, and short-term lease cost are not material. The components of operating lease expense are as follows:


			Three Months Ended September 30,		Nine Months Ended September 30,
	Classification		2019		2019
Operating lease expense		Selling, general, and administrative expense, Product and Service costs ¹	$	8	$	25

¹Excluding depreciation and amortization

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Supplemental lease balance sheet information consists of the following:


			September 30,
	Classification		2019
Assets:
Operating		Non-current operating lease assets	$	125
Finance		Property, plant and equipment, net		8
Total lease assets			$	133
Liabilities:
Current
Operating		Current operating lease liabilities	$	33
Finance		Current portion of long-term debt		3
Non-current
Operating		Operating lease liabilities		132
Finance		Long-term debt		3
Total lease liabilities			$	171

Supplemental lease cash flow information is as follows:

Other supplemental lease information consists of the following:


	September 30,
	2019
Weighted average remaining lease term
Operating leases		9 years
Finance leases		3 years
Weighted average discount rate
Operating leases		7.0%
Finance leases		4.6%

Maturities of lease liabilities are as follows:


	2019 ¹		2020		2021		2022		2023		Thereafter		Less: Imputed Interest		Total Minimum Lease Payments
Operating leases	$	9	$	33	$	30	$	26	$	23	$	101	$	(57)	$	165
Finance leases		1		3		1		1		—		—		—		6

¹Excludes the nine months ended September 30, 2019.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

9. RESTRUCTURING LIABILITY

On February 27, 2019, the Company announced a restructuring plan to implement cost-saving measures, including a reduction in the Company’s workforce. The reduction in the Company’s workforce was substantially completed in the first quarter of 2019, with cash payments occurring throughout 2019. Restructuring expense is included in Product costs, excluding depreciation and amortization, Service costs, excluding depreciation and amortization, and Selling, general and administrative expense in the Company’s Unaudited Condensed Consolidated Statements of Operations.

Changes to restructuring liabilities during the period consisted of the following:



	Restructuring Liability
Balance as of December 31, 2018	$	6
Obligations incurred		21
Payments		(19)
Release of reserves		(2)
Balance as of September 30, 2019	$	6

10. LONG-TERM DEBT AND INTEREST EXPENSE, NET


	September 30,		December 31,
	2019		2018
Syndicated Credit Facility:
Revolving Credit Facility	$	696	$	595
Term Loan A		500		500
Term Loan B		1,960		1,980
Debt issuance costs		(35)		(41)
Obligations under finance leases and other		10		13
Total long-term debt		3,131		3,047
Current portion		(17)		(17)
Non-current portion	$	3,114	$	3,030

The Syndicated Credit Facility, with an aggregate capacity of up to $3.75 billion, is composed of: (i) a four-year senior secured first lien revolving credit facility and a four-year senior secured first lien operating credit facility (collectively, the “Revolving Credit Facility”), (ii) a senior secured first lien term A facility (“Term Loan A”) and (iii) a seven-year senior secured first lien term B facility (“Term Loan B”).

The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. As of September 30, 2019 and December 31, 2018, the Company had $18 million of issued and undrawn letters of credit outstanding under the Revolving Credit Facility.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Interest on long-term debt	$	50	$	46	$	143	$	129
Interest expense on advance payments from customers		3		6		12		20
Interest on orbital securitization liability		2		1		6		5
Imputed interest and other		—		1		—		2
Capitalized interest		(5)		(2)		(13)		(4)
Interest expense on dissenting stockholder liability		—		—		—		3
Interest expense, net	$	50	$	52	$	148	$	155

11. FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES

Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. The Company utilizes the following fair value hierarchy in determining fair value:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

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

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs)

The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring basis categorized by level within the fair value hierarchy. Financial assets and liabilities are classified within the hierarchy based on the lowest level input that is significant to the fair value measurement. These fair values are included as components of Other current liabilities, Other non-current liabilities, Prepaid and other current assets, and Other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets.


	Recurring Fair Value Measurements of as of September 30, 2019
	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	5	$	—	$	—	$	5
Long-term investments		—		—		12		12
Derivative financial instruments
Foreign exchange forward contracts & embedded derivatives		—		3		—		3
	$	5	$	3	$	12	$	20

Liabilities
Derivative financial instruments
Foreign exchange forward contracts & embedded derivatives	$	—	$	1	$	—	$	1
Interest rate swaps		—		22		—		22
	$	—	$	23	$	—	$	23

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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


	Recurring Fair Value Measurements of as of December 31, 2018
	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	3	$	—	$	—	$	3
Long-term investments		—		1		24		25
Derivative financial instruments
Foreign exchange forward contracts & embedded derivatives		—		5		—		5
	$	3	$	6	$	24	$	33

Liabilities
Derivative financial instruments
Foreign exchange forward contracts & embedded derivatives	$	—	$	8	$	—	$	8
Interest rate swaps		—		4		—		4
	$	—	$	12	$	—	$	12

In the second quarter of 2019, the Company noted an observable price change related to its investment in a privately held company and, as a result, recorded an impairment loss of $12 million. There were no investment impairment losses recognized in the three and nine months ended September 30, 2018.

The Company determines fair value of its derivative financial instruments based on internal valuation models, such as 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.

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. The following tables provide additional fair value information related to the Company’s financial instruments:


	As of September 30, 2019
	Carrying Value		Fair Value		Fair Value Hierarchy
Long-term debt, excluding finance leases and other	$	3,121	$	2,943	Level 2
Orbital receivables		449		449	Level 2


	As of December 31, 2018
	Carrying Value		Fair Value		Fair Value Hierarchy
Long-term debt, excluding finance leases and other	$	3,034	$	2,925	Level 2
Orbital receivables		441		441	Level 2

There were no transfers into or out of each of the levels of the fair value hierarchy during the nine months ended September 30, 2019 or year ended December 31, 2018.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

12. STOCKHOLDERS’ EQUITY

As a result of the Company’s U.S. Domestication on January 1, 2019, a reclassification between Common Stock and Additional paid-in capital was necessary to reflect the Company’s new par value of $0.0001. The reclassification between Common Stock and Additional paid-in capital of $1.7 billion was recorded within the Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity in the first quarter of 2019.

Tax Benefit Preservation Plan

On May 12, 2019, the Company implemented a Tax Benefit Preservation Plan (“Tax Plan”), with the intent to preserve the value of certain deferred tax benefits (the “Tax Benefits”). The Tax Plan is intended to act as a deterrent to any person or entity acquiring shares of the Company equal to or exceeding 4.9%. For each common stock outstanding as of May 28, 2019, a dividend of one preferred stock purchase right is granted. The Tax Plan gives current shareholders the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock (“Series A Preferred”) at a set price of $30.92 which, upon exercise, provides for one additional share of common stock at a 50% discount on the exercise date with no cash settlement options. The Tax Plan reduces the likelihood that changes in the Company’s investor base have the unintended effect of limiting the use of the Company’s Tax Benefits. There is no impact to the financial statements as a result of the Tax Plan.

As of September 30, 2019, the Company had 2,400,000 shares authorized and no shares outstanding of the Series A Preferred stock. As of December 31, 2018, the Company had no Series A Preferred stock authorized or outstanding.

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


	Foreign						Total
	Currency		Unrecognized				Accumulated Other
	Translation		(Loss) Gain on		Pension		Comprehensive
	Adjustments¹		Derivatives²		Adjustments		Income (Loss)
Balance as of December 31, 2018	$	111	$	(4)	$	(25)	$	82
Other comprehensive (loss) income		(4)		(4)		3		(5)
Tax expense		—		—		(1)		(1)
Balance as of March 31, 2019		107		(8)		(23)		76
Other comprehensive income (loss)		15		(12)		—		3
Tax expense		—		—		—		—
Balance as of June 30, 2019		122		(20)		(23)		79
Other comprehensive (loss) income		(5)		(1)		—		(6)
Tax expense		—		—		—		—
Balance as of September 30, 2019	$	117	$	(21)	$	(23)	$	73

As a result of the Company’s U.S. Domestication on January 1, 2019, and the associated change from a Canadian parent company to a U.S. parent company, the Company’s net investment hedge was no longer necessary from the domestication date onwards. As of December 31, 2018, there was a $51 million net loss on hedge investments in foreign operations which is included in Foreign Currency Translation Adjustments.

As of January 1, 2019, the Company has discontinued hedge accounting related to the Company’s foreign exchange contracts. The Company still applies hedge accounting to the interest rate swaps related to long-term debt. As of September 30, 2019, the balance consisted of unrecognized loss on the Company’s interest rate swaps.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

13. REVENUE

On September 30, 2019, the Company had $2.2 billion of remaining performance obligations, which represents the transaction price of firm orders less inception to date revenues recognized. Remaining performance obligations exclude unexercised contract options and indefinite delivery/indefinite quantity contracts. The Company expects to recognize revenues relating to existing performance obligations of approximately $1.3 billion, $0.5 billion, and $0.4 billion in the three months ended December 31, 2019, year ended 2020 and thereafter, respectively.

Contract liabilities by segment are as follows:


	Space
As of September 30, 2019	Systems		Imagery¹		Services		Total
Contract liabilities	$	121	$	157	$	6	$	284

	Space
As of December 31, 2018	Systems		Imagery¹		Services		Total
Contract liabilities	$	172	$	247	$	2	$	421

The contract liability balance associated with the Company’s EnhancedView Contract was $105 million and $184 million as of September 30, 2019 and December 31, 2018, respectively. During the nine months ended September 30, 2019, imputed interest on advanced payments increased the contract liability balance by $12 million, which was more than offset by $91 million in revenue recognition. The contract liability balance associated with the Company’s EnhancedView Contract is expected to be recognized as revenue through August 31, 2020. There were no deferred contract costs on the Unaudited Condensed Consolidated Balance Sheets associated with this contract as of September 30, 2019 or December 31, 2018.

The decrease in total contract liabilities was primarily due to revenues recognized.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

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



Three Months Ended September 30, 2019	Space Systems		Imagery		Services		Eliminations		Total
Product revenues	$	158	$	—	$	—	$	—	$	158
Service revenues		30		219		72		—		321
Intersegment		32		1		1		(34)		—
	$	220	$	220	$	73	$	(34)	$	479

Three Months Ended September 30, 2018	Space Systems		Imagery		Services		Eliminations		Total
Product revenues	$	201	$	—	$	—	$	—	$	201
Service revenues		39		209		60		—		308
Intersegment		23		1		2		(26)		—
	$	263	$	210	$	62	$	(26)	$	509

Nine Months Ended September 30, 2019	Space Systems		Imagery		Services		Eliminations		Total
Product revenues	$	542	$	—	$	—	$	—	$	542
Service revenues		101		618		212		—		931
Intersegment		108		3		3		(114)		—
	$	751	$	621	$	215	$	(114)	$	1,473

Nine Months Ended September 30, 2018	Space Systems		Imagery		Services		Eliminations		Total
Product revenues	$	686	$	—	$	—	$	—	$	686
Service revenues		137		630		192		—		959
Intersegment		63		3		6		(72)		—
	$	886	$	633	$	198	$	(72)	$	1,645

Certain of the Company’s contracts with customers in the Space Systems segment include a significant financing component since payments are received from the customer more than one year after delivery of the promised goods or services. The Company recognized orbital interest revenue of $8 million and $23 million for the three and nine months ended September 30, 2019, respectively, as compared to $8 million and $24 million for the three and nine months ended September 30, 2018, respectively, related to these contracts, which is included in product revenues.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The revenues based on geographic location of customers are as follows:


	Three Months Ended September 30,
		2019		2018
United States	$	320	$	312
Asia		63		92
Canada		19		38
Europe		43		28
South America		18		32
Other		16		7
Total revenues	$	479	$	509

	Nine Months Ended September 30,
		2019		2018
United States	$	1,007	$	1,020
Asia		183		264
Canada		72		139
Europe		103		97
South America		83		99
Other		25		26
Total revenues	$	1,473	$	1,645

Revenues from significant customers are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
U.S. Federal Government and agencies	$	242	$	207	$	736	$	658
Canadian Federal Government and agencies		13		24		58		83

14. SEGMENT INFORMATION

The Company’s business is organized into three reportable segments based on the nature of the products and services offered: (i) Space Systems; (ii) Imagery; and (iii) Services. The Space Systems reportable segment supplies space-based and ground-based infrastructure and information solutions including communication and imaging satellites, satellite payloads and antenna subsystems, space-based and airborne surveillance solutions, robotic systems and associated ground infrastructure and support services. The Imagery segment is a supplier of high resolution Earth imagery and radar data sourced from the Company’s owned satellite constellations and third-party providers. The Services segment combines imagery, analytic expertise and innovative technology to deliver integrated intelligence solutions to customers.

Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. The reconciling item “corporate and other expenses” includes 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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The Company’s Chief Operating Decision Maker (“CODM”) measures the performance of each segment based on revenue and Adjusted EBITDA. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for certain items affecting comparability as specified in the calculation. Certain items affecting comparability include restructuring, impairments, satellite insurance recovery, CEO severance 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. Other unallocated expenses include retention costs and foreign exchange gains and losses which are not included in segment Adjusted EBITDA. The following table summarizes the operating performance of the Company’s segments:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Revenues:
Space Systems	$	220	$	263	$	751	$	886
Imagery		220		210		621		633
Services		73		62		215		198
Intersegment eliminations		(34)		(26)		(114)		(72)
Total revenues	$	479	$	509	$	1,473	$	1,645


Adjusted EBITDA:
Space Systems	$	11	$	(7)	$	49	$	34
Imagery		140		129		384		396
Services		9		9		22		19
Intersegment eliminations		(13)		(7)		(26)		(16)
Depreciation and amortization		(96)		(119)		(293)		(343)
Corporate and other expenses		(19)		(19)		(55)		(44)
Restructuring		1		(2)		(21)		(15)
Transaction and integration related expense		(7)		(14)		(13)		(24)
Impairment losses, including inventory		—		(213)		(15)		(213)
Satellite insurance recovery		—		—		183		—
CEO severance		—		—		(3)		—
Interest expense, net		(50)		(52)		(148)		(155)
Interest income		1		—		1		—
Equity loss (income) from joint ventures, net of tax		1		1		4		(2)
Income (loss) before taxes	$	(22)	$	(294)	$	69	$	(363)

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

The Company’s capital expenditures are as follows:


Three Months Ended September 30, 2019		Space Systems		Imagery		Services	Corporate and eliminations		Total
Capital expenditures:
Property, plant and equipment	$	7	$	51	$	—	$	8	$	66
Intangible assets		1		14		1		(1)		15
	$	8	$	65	$	1	$	7	$	81

Three Months Ended September 30, 2018		Space Systems		Imagery		Services	Corporate and eliminations		Total
Capital expenditures:
Property, plant and equipment	$	—	$	39	$	—	$	(11)	$	28
Intangible assets		5		7		—		(7)		5
	$	5	$	46	$	—	$	(18)	$	33

Nine Months Ended September 30, 2019		Space Systems		Imagery		Services	Corporate and eliminations		Total
Capital expenditures:
Property, plant and equipment	$	14	$	152	$	—	$	(3)	$	163
Intangible assets		2		41		1		(1)		43
	$	16	$	193	$	1	$	(4)	$	206

Nine Months Ended September 30, 2018		Space Systems		Imagery		Services	Corporate and eliminations		Total
Capital expenditures:
Property, plant and equipment	$	9	$	118	$	1	$	(17)	$	111
Intangible assets		9		39		2		(8)		42
	$	18	$	157	$	3	$	(25)	$	153

Substantially all of the Company’s long-lived tangible assets were in the United States as of September 30, 2019 and December 31, 2018.

15. IMPAIRMENT LOSSES

Property, plant and equipment impairment

The Company recognized an impairment loss of $86 million on its property, plant and equipment for the three months ended September 30, 2018. The impairment loss on property, plant and equipment was due to obsolescence and reduced future use of equipment and buildings in the Space Systems segment. Impairment loss in the Space Systems segment was based on fair value less cost of disposal for those assets in an orderly liquidation. Fair value was based on observable inputs where possible (Level 2), in which market data could be applied. However, due to the specialized nature of the majority of these assets, inputs for the valuation were unobservable (Level 3). The Company did not have material property, plant and equipment impairment during the nine months ended September 30, 2019.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Intangible asset impairment

The Company identified triggering events for impairment during the three months ended September 30, 2018 related to intangible assets of its GeoComm business, a reporting unit in the Space Systems segment. At the beginning of the year, the Company forecasted it would be awarded three to four contracts for GeoComm satellites, or approximately thirty percent of the overall 2018 industry awards. During the three months ended September 30, 2018, it became clear that industry and macroeconomic factors had declined substantially from earlier forecasts. Due to the decline in the GeoComm market, and the uncertainty surrounding the future of the Company’s GeoComm business, an impairment loss was recognized, primarily due to future cash flows associated with the intangible assets not being sufficient to cover the total book value of those assets. For the nine months ended September 30, 2018, the Company recognized a total impairment loss of $89 million related to the technology, trade name, software, and customer relationship intangible assets of the GeoComm business. The Company did not record an impairment of intangible assets for the nine months ended September 30, 2019.

Inventory impairment

The Company re-evaluated the carrying value of its inventory that was previously pegged to forecasted usage. All GeoComm inventory subject to future use based on forecasts was assessed for possible obsolescence. The result of the reassessment of future usage of the on hand inventory was inventory impairment of $38 million for the three months ended September 30, 2018 which is included in Product costs, excluding depreciation and amortization on the Unaudited Condensed Consolidated Statement of Operations. The Company did not have material inventory impairment during the nine months ended September 30, 2019.

16. EMPLOYEE BENEFIT PLANS

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	Pension				Pension
	2019		2018		2019		2018
Service cost	$	1	$	2	$	3	$	5
Interest cost		5		—		17		—
Expected return on plan assets		(7)		—		(22)		—
Amortization of net loss		—		—		1		—
Expenses paid		1		—		2		—
Net periodic benefit cost	$	—	$	2	$	1	$	5

Contributions

The funding policy for the Company’s pension plans is to contribute at least the minimum required by applicable laws and regulations or to directly make benefit payments where appropriate. The Company expects to contribute approximately $14 million to its pension plans for the year ending December 31, 2019. As of September 30, 2019, all legal funding requirements had been met.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

17. INCOME TAXES

On January 1, 2019, the Company completed the U.S. Domestication. The Company has estimated there are no material corporate tax liabilities as a result of the U.S. Domestication; however, the Company's effective tax rate is expected to increase in the future primarily due to related changes in corporate structure and the application of U.S. tax law to the Company. In prior years, the Company's income taxes were described as Canadian and non-Canadian. Following the U.S. Domestication, the Company will describe its income tax in the context of U.S. and non-U.S.

Following the U.S. Domestication, the Company is subject to taxation on a material amount of Global Intangible Low-Tax Income (“GILTI”) earned by foreign subsidiaries. The Company has elected to treat the tax effect of GILTI as a current period expense when incurred. The Company expects the net impact of the GILTI for the 2019 fiscal year to be immaterial due to a corresponding change in the valuation allowance. The Company is also subject to the Base Erosion and Anti-Abuse Tax (“BEAT”).

In computing income tax expense for the nine months ended September 30, 2019, the Company applied the estimated annual effective tax rate to non-U.S. pre-tax income. No income tax expense or benefit was recognized on U.S. source income or loss as the Company does not expect to recognize the tax expense or benefit on U.S. source income or loss projected for the year. This resulted in an effective income tax rate of 13.5% for the nine months ended September 30, 2019. For the nine months ended September 30, 2018, income tax expense was computed as (22.0%). The effective tax rate increased primarily due to changes in corporate structure, the application of U.S. tax law and a change in the mix of income between jurisdictions.

18. EARNINGS PER SHARE

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018

Net (loss) income	$	(26)	$	(289)	$	61	$	(314)

Weighted average number of common shares outstanding-basic		59.6		59.2		59.6		57.6
Weighted dilutive effect of equity awards		—		—		0.4		—
Weighted average number of common shares outstanding-diluted		59.6		59.2		60.0		57.6

(Loss) income per common share:
Basic	$	(0.44)	$	(4.88)	$	1.02	$	(5.45)
Diluted	$	(0.44)	$	(4.88)	$	1.02	$	(5.45)

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

19. CONTINGENCIES

Contingencies in the normal course of business

As discussed in Note 4, 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 affected receivables at their then net present value.

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

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

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

The Company has entered into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to entering into contracts for its products and services from certain customers in foreign countries. These agreements are designed to return economic value to the foreign country and may be satisfied through activities that do not require a direct cash payment, including transferring technology, 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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Legal proceedings

In 2010, the Company entered into an agreement with a Ukrainian customer to provide a communication satellite system. In 2014, following the annexation of Crimea by the Russian Federation, the Company declared force majeure with respect to the program. The Ukrainian customer accepted that an event of force majeure had occurred. Following various unsuccessful efforts to arrive at a new contractual framework to take account of the changed circumstances (including the force majeure and various financial issues), the contract with the Ukrainian customer was terminated by Maxar. Maxar completed work on the spacecraft, which is in storage. In July 2018, the Ukrainian customer issued a statement of claim in the arbitration it had commenced against Maxar, challenging the Company’s right to terminate for force majeure, purporting to terminate the contract for default by Maxar (a position since withdrawn), and seeking recovery from Maxar in the amount of approximately $227 million. Discovery has concluded, and the matter is scheduled to be heard by the arbitration panel in December 2019. The Company believes it has sound defenses to the petitioner’s claims, and will vigorously defend the claims asserted. The Company has accrued an amount that it believes is within the range of probable outcomes for resolving this matter; the amount is not material to the consolidated financial statements. However, the outcome of any arbitration is difficult to predict, and in the event that the arbitration results in a finding against the Company in excess of the amount reserved, the Company could incur additional amounts and its results of operations and financial condition could be adversely affected.

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 District Court of Colorado, 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 August 7, 2019, the Court appointed a lead plaintiff and lead counsel. On October 7, 2019, the lead plaintiff filed a consolidated amended complaint alleging violations of Section 10(b) and 20(a) of the Securities and 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. Also in January 2019, a Maxar stockholder resident in Canada issued a putative class action lawsuit captioned Charles O’Brien vs. Maxar Technologies Inc., No. CV-19-00613564-00CP in the Ontario Superior Court of Justice against Maxar and members of management claiming misrepresentations in Maxar’s public disclosures and seeking monetary damages. The Company believes that these cases are without merit and intends to vigorously defend against them.

On October 21, 2019, a Maxar stockholder filed a putative class action lawsuit captioned McCurdy v. Maxar Technologies Inc., et al. No. T19-074 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 Section 11, 12(a)(2) and 15 of the Securities Act of 1933 in connection with the Company’s June 2, 2017 Registration Statement and prospectus filed in anticipation of its October 17, 2017 merger with DigitalGlobe. Although the lawsuit alleges different legal claims than the federal putative class action, it is based upon many of the same underlying factual allegations. 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. The Company believes that this lawsuit is without merit and intends to vigorously defend against it.

The Company is a party to various other legal proceedings and claims that arise in the ordinary course of business as either a plaintiff or defendant. As a matter of course, the Company is prepared both to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. The Company has established 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.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

20. SUPPLEMENTAL CASH FLOW

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


	Nine Months Ended
	September 30,
	2019		2018
Supplemental cash flow information:
Cash paid for interest	$	(174)	$	(139)
Income tax (payments) refunds		(4)		2
Supplemental non-cash investing and financing activities:
Accrued capital expenditures		20		27
Acquisitions		—		25
Impairment loss on equity investment		12		—

21. SUBSEQUENT EVENTS

Senior Secured Notes

On November 4, 2019, the Company announced the commencement of a private offering of $1.25 billion aggregate principal amount of Senior Secured Notes due 2023 (the “Notes”). The Notes will be senior, first-priority secured obligations of the Company initially guaranteed on a senior, first-priority secured basis by the Company’s subsidiaries that are guarantors under its existing syndicated credit facility.

Concurrent Amendment to Revolving Credit Facility

On November 4, 2019, the Company entered into an amendment (the “Credit Facility Amendment”) with lenders under the Company’s Revolving Credit Facility under the Syndicated Credit Facility Agreement.

The terms of the Credit Facility Amendment (1) modify certain financial covenant levels to permit maximum levels of Consolidated Debt to EBITDA (each as defined in the Syndicated Credit Facility Agreement) of 7.25x at the end of the current fiscal year, 7.50x at the end of the next fiscal quarter, 7.75x at the end of each fiscal quarter for the next 18 months, 7.50x at the end of each fiscal quarter for the next twelve months, 6.50x at the end of each fiscal quarter for the next six months and 5.75x for each fiscal quarter thereafter (subject to a 0.25x reduction in each maximum level upon a disposition of a business line for greater than $500 million); (2) extend the maturity of the Revolving Credit Facility to a date that is approximately four years subsequent to closing of the Credit Facility Amendment; (3) restrict investment capacity in certain permitted investments; (4) restrict future increases in quarterly dividend payment levels; (5) modify certain margin and standby fee terms; (6) modify the priority of application of voluntary prepayments resulting from certain asset sales (including to allow the Company to prioritize prepayment of the Company’s Term Loan A-1 and Term Loan A-2 ahead of Term Loan B Facility with proceeds from the Company’s Palo Alto land sale); and (7) restrict use of proceeds of future borrowings. The Credit Facility Amendment is conditioned on consummation of Notes offering other than with respect to priority of prepayments resulting from asset sale proceeds and certain other technical amendments, which are effective immediately. In addition, the Company intends to cancel the Operating Credit Facility and reduce committed borrowing capacity under the Revolving Credit Facility to $500 million. As of September 30, 2019, on an as adjusted basis after giving effect to the Amendment to the Revolving Credit Facility and Notes offering, the Company would have $500 million in available borrowing capacity under the Revolving Credit Facility less any letters of credit outstanding thereunder.

Table of Contents

MAXAR TECHNOLOGIES INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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

Sale Leaseback Agreements

On November 1, 2019, the Company entered into a purchase and sale agreement for two properties in Palo Alto, California, for a total of $291 million. Contemporaneously with the closing of the sale, the Company will enter into two lease agreements, for which the Company will leaseback the properties. The leases will be considered operating leases with gross annual rent payments of $12 million for a period of two years for one property, and annual payments of $8 million for a period of ten years for the other property, both subject to 3% annual escalation.

Table of Contents

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

This management’s discussion and analysis (“MD&A”) contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States 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 our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.

All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include those set forth in Part II, Item 1A, “Risk Factors” and elsewhere in this MD&A. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. 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. Financial information and results of operations presented in this Quarterly Report on Form 10-Q relate to Maxar Technologies Ltd., our predecessor, and relate to Maxar Technologies Inc. for all periods beginning on or after January 1, 2019.

OVERVIEW

We are a leading provider of solutions in Earth intelligence and space infrastructure. We help government and commercial customers to monitor, understand and navigate the changing planet; deliver global broadband communications infrastructure; and explore and advance the use of space. Our approach combines decades of deep mission understanding and a proven commercial and defense foundation to deliver our services with speed, scale and cost effectiveness. Our 5,800 team members in more than 30 global locations work to help our customers harness the potential of space. Our stock trades on the New York Stock Exchange and Toronto Stock Exchange under the symbol “MAXR”.

Our businesses are organized and managed in three reportable segments: Space Systems, Imagery and Services, as described below under “Segment Results.”

Unless otherwise indicated, our significant accounting policies and estimates, contractual obligations, commitments, contingencies, and business risks and uncertainties, as described in our MD&A and consolidated financial statements for the year ended December 31, 2018, are substantially unchanged.

Table of Contents

RECENT DEVELOPMENTS

Senior Secured Notes

On November 4, 2019, we announced the commencement of a private offering of $1.25 billion aggregate principal amount of Senior Secured Notes due 2023 (the “Notes”). The Notes will be senior, first-priority secured obligations initially guaranteed on a senior, first-priority secured basis by our subsidiaries that are guarantors under our existing syndicated credit facility.

Concurrent Amendment to Revolving Credit Facility

On November 4, 2019, we entered into an amendment (the “Credit Facility Amendment”) with lenders under our Revolving Credit Facility under our Syndicated Credit Facility Agreement.

The terms of the Credit Facility Amendment (1) modify certain financial covenant levels to permit maximum levels of Consolidated Debt to EBITDA (each as defined in the Syndicated Credit Facility Agreement) of 7.25x at the end of the current fiscal year, 7.50x at the end of the next fiscal quarter, 7.75x at the end of each fiscal quarter for the next 18 months, 7.50x at the end of each fiscal quarter for the next twelve months, 6.50x at the end of each fiscal quarter for the next six months and 5.75x for each fiscal quarter thereafter (subject to a 0.25x reduction in each maximum level upon a disposition of a business line for greater than $500 million); (2) extend the maturity of the Revolving Credit Facility to a date that is approximately four years subsequent to closing of the Credit Facility Amendment; (3) restrict investment capacity in certain permitted investments; (4) restrict future increases in quarterly dividend payment levels; (5) modify certain margin and standby fee terms; (6) modify the priority of application of voluntary prepayments resulting from certain asset sales (including to allow us to prioritize prepayment of our Term Loan A-1 and Term Loan A-2 ahead of Term Loan B Facility with proceeds from our Palo Alto land sale); and (7) restrict use of proceeds of future borrowings. The Credit Facility Amendment is conditioned on consummation of Notes offering other than with respect to priority of prepayments resulting from asset sale proceeds and certain other technical amendments, which are effective immediately. In addition, we intend to cancel the Operating Credit and reduce committed borrowing capacity under our Revolving Credit Facility to $500 million. As of September 30, 2019, on an as adjusted basis after giving effect to the Amendment to the Revolving Credit Facility and Notes offering, we would have $500 million in available borrowing capacity under our Revolving Credit Facility less any letters of credit outstanding thereunder.

Sale Leaseback Agreements

On November 1, 2019, we entered into a purchase and sale agreement for two properties in Palo Alto, California, for a total of $291 million. Contemporaneously with the closing of the sale, we will enter into two lease agreements, for which we will leaseback the properties. The leases will be considered operating leases with gross annual rent payments of $12 million for a period of two years for one property, and annual payments of $8 million for a period of ten years for the other property, both subject to 3% annual escalation.

WorldView-4 Insurance Recovery

On May 3, 2019, we announced that our insurance carriers accepted our $183 million claim for loss arising from the WorldView-4 satellite on-orbit failure, and agreed to pay us the full amount. We collected the full insurance proceeds in the second quarter of 2019.

Tax Benefit Preservation Plan

On May 12, 2019, our Board of Directors approved a Tax Benefit Preservation Plan (“Tax Plan”), with the intent to preserve the value of certain deferred tax benefits (the “Tax Benefits”) including those generated by net operating losses. The Tax Plan is intended to act as a deterrent to any person or entity acquiring shares of the Company equal to or exceeding 4.9%. For each common stock outstanding as of May 28, 2019, a dividend of one preferred stock purchase right (“The Rights”) is granted. The Tax Plan gives current stockholders the right to purchase one one-hundredth of a

Table of Contents

share of Series A Junior Participating Preferred Stock (“Series A preferred Stock”) at a set price of $30.92 which, upon exercise, provides for one additional share of common stock at a 50% discount on the exercise date with no cash settlement options. A Special Meeting of Stockholders was held on October 31, 2019 to approve the Tax Plan. As a result of Stockholder approval, the rights under the Tax Plan will expire on October 5, 2020. The Tax Plan reduces the likelihood that changes in our investor base have the unintended effect of limiting the use of our Tax Benefits. There is no impact to the financial statements as a result of the Tax Plan.

Security Control Agreement and Facility Clearance and the U.S. Domestication

On January 26, 2017, we, together with our U.S.-based subsidiary, Maxar Holdings, and the U.S. Department of Defense entered into a Security Control Agreement (“SCA”) and began operating under the agreement. The SCA allows our subsidiaries to hold facility clearances necessary to pursue and execute classified U.S. government space and defense contracts. In February 2017, we received facility security clearance for the offices of Maxar Holdings, and the proxy board at Radiant Geospatial Solutions LLC was dissolved. On February 2, 2018, the Defense Security Service granted facility clearance for our satellite manufacturing facility in Palo Alto, California.

On January 1, 2019, we completed our previously announced U.S. Domestication. The U.S. Domestication marked a major milestone in our long-term U.S. access plan, enhanced our ability to provide and support classified applications for U.S. government agencies and fulfilled a commitment made in acquiring DigitalGlobe. We will continue to operate in compliance with the SCA until such time as the U.S. Department of Defense determines that the SCA is no longer necessary as a result of the U.S. Domestication.

Segment Results

Our Chief Operating Decision Maker (“CODM”) measures performance of our reportable segments based on revenue and Adjusted EBITDA. Our three reportable segments are Space Systems, Imagery and Services. In January 2019, with the appointment of Daniel L. Jablonsky as our President and Chief Executive Officer, our CODM changed. Our CODM may decide to evaluate our business differently in the future, which could result in changes to our reportable segments.

Space Systems

In the Space Systems segment, we are a supplier of innovative mission solutions and satellite manufacturing platform flexibility, serving diverse applications. We are the largest independent manufacturer of satellite subsystems in the world, with leading propulsion power capabilities, including solar-electric propulsion. Our products include communication and imaging satellites, satellite payloads and antenna subsystems, space-based and airborne surveillance solutions, robotic systems and associated ground infrastructure and support services. Our offerings serve multiple markets, primarily for communications and surveillance and intelligence applications. In the communications market, our solutions provide cost-efficient global delivery of a broad range of services, including television and radio distribution, broadband internet, and mobile communications. In the surveillance and intelligence market, we offer end-to-end solutions to monitor changes and activities around the globe to support the operational needs of government agencies, both military and civilian, and commercial customers. We also supply spacecraft and subsystems to the U.S. government, Canadian government and other customers for scientific research and development missions, as well as robotic systems for the space and terrestrial markets. Our principal customers in the Space Systems segment are government agencies worldwide as well as satellite operators and satellite manufacturers.

Table of Contents

Imagery

In the Imagery segment, we are a market leader in the in the design, development, integration and operation of space-based RADAR and Electro-Optical missions and satellite-based maritime surveillance, as well as a leading provider of Earth observation ground systems. Our imagery solutions provide customers with accurate and mission-critical information about our changing planet, and support a wide variety of uses, including mission planning, mapping and analysis, environmental monitoring, disaster management, crop management, oil and gas exploration and infrastructure management. Our principal customers in the Imagery segment are U.S., Canadian and other international government agencies (primarily defense and intelligence agencies), as well as a wide variety of commercial customers in multiple markets.

Services

In the Services segment, we provide geospatial services that combine imagery, analytic expertise and innovative technology to deliver integrated intelligence solutions to customers. We provide analytic solutions that accurately document change and enable geospatial modeling and analysis that predict where events will occur to help customers protect lives and make resource allocation decisions. Our primary customer in the Services segment is the U.S. government, but we also support intelligence requirements for other U.S. allied governments, global development organizations and commercial customers.

RESULTS OF OPERATIONS

The following table provides selected financial information for the three and nine months ended September 30, 2019 and 2018, respectively.


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Revenues:
Product	$	158	$	201	$	(43)	(21)	%	$	542	$	686	$	(144)	(21)	%
Service		321		308		13	4			931		959		(28)	(3)
Total revenues	$	479	$	509	$	(30)	(6)	%	$	1,473	$	1,645	$	(172)	(10)	%
Costs and expenses:
Product costs, excluding depreciation and amortization	$	159	$	220	$	(61)	(28)	%	$	521	$	661	$	(140)	(21)	%
Service costs, excluding depreciation and amortization		105		100		5	5			336		296		40	14
Selling, general and administrative		92		132		(40)	(30)			275		368		(93)	(25)
Depreciation and amortization		96		119		(23)	(19)			293		343		(50)	(15)
Impairment losses		—		175		(175)	*			12		175		(163)	(93)
Satellite insurance recovery		—		—		—	*			(183)		—		(183)	*
Operating income (loss)	$	27	$	(237)	$	264	*	%		219	$	(198)	$	417	*	%
Interest expense, net		50		52		(2)	(4)			148		155		(7)	(5)
Other (income) expense, net		(1)		5		(6)	*			2		10		(8)	(80)
Income (loss) before taxes	$	(22)	$	(294)	$	272	93	%		69	$	(363)	$	432	*	%
Income tax expense (benefit)		3		(6)		9	*			4		(47)		51	*
Equity in loss (income) from joint ventures, net of tax		1		1		—	*			4		(2)		6	*
Net (loss) income	$	(26)	$	(289)	$	263	91	%	$	61	$	(314)	$	375	*	%

*Not meaningful.

Table of Contents

Product and service revenues


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Product revenues	$	158	$	201	$	(43)	(21)	%	$	542	$	686	$	(144)	(21)	%
Service revenues		321		308		13	4			931		959		(28)	(3)
Total revenues	$	479	$	509	$	(30)	(6)	%	$	1,473	$	1,645	$	(172)	(10)	%

Total revenues decreased to $479 million from $509 million, or by $30 million, for the three months ended September 30, 2019 compared to the same period of 2018. The decrease was primarily driven by a $43 million decrease in the Space Systems segment. The decrease was partially offset by a $10 million increase in the Imagery segment and an $11 million increase in revenues in the Services segment.

Total revenues decreased to $1,473 million from $1,645 million, or by $172 million, for the nine months ended September 30, 2019 compared to the same period of 2018. The decrease in revenues was primarily driven by a $135 million decrease in the Space Systems segment and a $12 million decrease in the Imagery segment. These decreases were partially offset by a $17 million increase in revenues in the Services segment. Further discussion of the drivers behind changes in revenues is included within the “Results by Segment” section below.

See Note 13, “Revenue” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” for product and service revenue by segment.

Product and service costs


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Product costs, excluding depreciation and amortization	$	159	$	220	$	(61)	(28)	%	$	521	$	661	$	(140)	(21)	%
Service costs, excluding depreciation and amortization		105		100		5	5			336		296		40	14
Total costs	$	264	$	320	$	(56)	(18)	%	$	857	$	957	$	(100)	(10)	%

Total costs of product and services decreased to $264 million from $320 million, or by $56 million, for the three months ended September 30, 2019 compared to the same period of 2018. The decrease in costs were primarily due to a lower volume of projects and fewer costs in our Space Systems segment which included the impact related to the RADARSAT Constellation Mission (“RCM”) program in Canada which launched in the second quarter of 2019. These decreases were partially offset by increases in the Services segment driven by increased revenue.

Total costs of product and services decreased to $857 million from $957 million, or by $100 million, for the nine months ended September 30, 2019 compared to the same period of 2018. The decrease in costs were primarily due to a lower volume of projects and fewer costs in our Space Systems segment which included the impact related to the RCM program. These decreases were partially offset by increases in the Services segment driven by increased revenue and increases in our Imagery segment driven by a change in product mix.

Table of Contents

Selling, general and administrative


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Selling, general and administrative	$	92	$	132	$	(40)	(30)	%	$	275	$	368	$	(93)	(25)	%

Selling, general and administrative costs decreased to $92 million from $132 million, or by $40 million, for the three months ended September 30, 2019 compared to the same period of 2018. The decrease is primarily due to a decrease in research and development costs of $27 million, a decrease in restructuring costs of $3 million and decreases in labor related expenses.

The decrease in selling, general and administrative costs decreased to $275 million from $368 million, or by $93 million, for the nine months ended September 30, 2019 compared to the same period of 2018. The decrease was primarily driven by a decrease in research and development costs of $63 million, a decrease in business integration costs of $12 million and decreases in labor related expenses. These decreases were partially offset by severance paid to the previous CEO of $3 million.

Depreciation and amortization

The following table shows depreciation and amortization expense for the fiscal quarters indicated.


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Property, plant and equipment	$	26	$	43	$	(17)	(40)	%	$	85	$	121	$	(36)	(30)	%
Intangible assets		70		76		(6)	(8)			208		222		(14)	(6)
Depreciation and amortization expense	$	96	$	119	$	(23)	(19)	%	$	293	$	343	$	(50)	(15)	%

Depreciation and amortization expense decreased to $96 million from $119 million, and to $293 million from $343 million, for the three and nine months ended September 30, 2019, compared to the same periods of 2018, respectively. The decreases were primarily driven by a decrease in depreciation and amortization expense following asset impairments in the second half of 2018.

Impairment losses

Our Space Systems segment has an investment in a privately held company carried at adjusted cost basis. During the second quarter of 2019, we noted an observable price change related to this investment and, as a result, recorded an impairment loss of $12 million.

See Note 11, “Financial instruments and fair value disclosures” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” for further disclosure on the investment impairment losses.

During the three months ended September 30, 2018, Management identified a series of events which in aggregate was considered to be a triggering event related to the GeoComm business within the Space Systems segment. The results of these tests indicated that there was an impairment loss of $175 million related to property, plant and equipment and intangible assets and an inventory obsolescence impairment of $38 million which were recorded during the three months ended September 30, 2018.

See Note 15, “Impairment losses” to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Information” for further disclosure on the impairment losses.

Table of Contents

Satellite insurance recovery

During the nine months ended September 30, 2019, we received insurance recoveries of $183 million related to the loss of imaging capability of our WorldView-4 satellite in December 2018.

Interest expense, net


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Interest expense:
Interest on long-term debt	$	50	$	46	$	4	9	%	$	143	$	129	$	14	11	%
Interest expense on advance payments from customers¹		3		6		(3)	(50)			12		20		(8)	(40)
Interest on orbital securitization liability		2		1		1	*			6		5		1	20
Imputed interest and other		—		1		(1)	*			—		2		(2)	*
Capitalized interest		(5)		(2)		(3)	*			(13)		(4)		(9)	*
Interest expense on dissenting stockholder liability		—		—		—	*			—		3		(3)	*
Interest expense, net	$	50	$	52	$	(2)	(4)	%	$	148	$	155	$	(7)	(5)	%

*Not meaningful.

Under the EnhancedView Contract, we had received advanced payments from the U.S. government during the construction phase of the WorldView-1 satellite, which was more than one year before capacity was made available to them. The effect of imputing interest on these advanced payments is to increase contract liabilities with an offsetting charge to interest expense. As capacity is provided to the customer, revenue is recognized and the contract liabilities balance decreases.

Interest expense, net decreased to $50 million from $52 million, or by $2 million, for the three months ended September 30, 2019 compared to the same period in 2018. The decrease was primarily driven by a $3 million decrease in interest expense on advance payments from customers and a $3 million increase in capitalized interest primarily related to the WorldView Legion program. These changes were partially offset by a $4 million increase in interest on long-term debt.

Interest expense, net decreased to $148 million from $155 million, or by $7 million, for the nine months ended September 30, 2019 compared to the same period in 2018. The decrease is primarily due to a $9 million increase in capitalized interest primarily related to the WorldView Legion program and an $8 million decrease in interest expense on advance payments from customers. These changes were partially offset by a $14 million increase in interest expense on long-term debt due to the increase in our long-term debt balance of approximately $32 million since September 30, 2018.

Table of Contents

Other (income) expense, net


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Other (income) expense, net	$	(1)	$	5	$	(6)	*	%	$	2	$	10	$	(8)	(80)	%

*Not meaningful.

Other (income) expense, net changed to $1 million of income from a $5 million expense for the three months ended September 30, 2019 compared to the same period of 2018. This change was primarily driven by $5 million in expenses related to a business dispute that did not reoccur in the comparative period of 2019. This decrease was partially offset by a $1 million increase in foreign exchange losses.

Other (income) expense, net decreased to $2 million from $10 million, or by $8 million, for the nine months ended September 30, 2019 compared to the same period of 2018. The decrease is primarily driven by $5 million in expenses related to a business dispute and $3 million expense for the dissenting stockholders liability neither of which reoccurred in the comparative period of 2019. These decreases were partially offset by a $3 million increase in foreign exchange losses.

Income tax expense (benefit)


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Income tax expense (benefit)	$	3	$	(6)	$	9	*	%	$	4	$	(47)	$	51	*	%

*Not meaningful.

Income tax expense (benefit) changed from a benefit of $6 million for the three months ended September 30, 2018 to an expense of $3 million for the three months ended September 30, 2019, primarily due to transactions undertaken in the course of the U.S. Domestication and a change in the mix of income between jurisdictions.

Income tax expense (benefit) increased $51 million for the nine months ended September 30, 2019, compared to the same period of 2018 primarily due to transactions undertaken in the course of the U.S. Domestication, a change in the mix of income between jurisdictions and the recognition of previously unrecognized tax benefits primarily in the first quarter of 2018.

In computing income tax expense for the nine months ended September 30, 2019, we applied the estimated annual effective tax rate to non-U.S. pre-tax income. No income tax expense or benefit was recognized on U.S. source income or loss as we do not expect to recognize the tax expense or benefit on U.S. source income or loss projected for the year. This resulted in an effective income tax rate of 13.5% for the nine months ended September 30, 2019. In the nine months ended September 30, 2018, income tax expense was computed as (22.0%). The effective tax rate increased primarily due to changes in corporate structure, the application of U.S. tax law and a change in the mix of income between jurisdictions.

Table of Contents

RESULTS BY SEGMENT

We analyze financial performance by segments, which group related activities within our business. We report our financial performance based on three reportable segments: Space Systems, Imagery and Services. Intersegment transactions have been eliminated from the segmented financial information discussed below.


	Three Months Ended September 30,				$		%		Nine Months Ended September 30,				$		%
	2019		2018		Change		Change		2019		2018		Change		Change
($ millions)
Revenues:
Space Systems	$	220	$	263	$	(43)	(16)	%	$	751	$	886	$	(135)	(15)	%
Imagery		220		210		10	5			621		633		(12)	(2)
Services		73		62		11	18			215		198		17	9
Intersegment eliminations		(34)		(26)		(8)	31			(114)		(72)		(42)	58
Total revenue	$	479	$	509	$	(30)	(6)	%	$	1,473	$	1,645	$	(172)	(10)	%

Adjusted EBITDA:
Space Systems	$	11	$	(7)		18	*	%	$	49	$	34		15	44	%
Imagery		140		129		11	9			384		396		(12)	(3)
Services		9		9		—	*			22		19		3	16
Intersegment eliminations		(13)		(7)		(6)	86			(26)		(16)		(10)	63
Corporate and other expenses		(19)		(19)		—	*			(55)		(44)		(11)	25
Total Adjusted EBITDA	$	128	$	105		23	22	%	$	374	$	389		(15)	(4)	%

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

Space Systems

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


	Three Months Ended September 30,						$		%		Nine Months Ended September 30,						$		%
	2019			2018			Change		Change		2019			2018			Change		Change
($ millions)
Total revenues	$	220		$	263		$	(43)	(16)	%	$	751		$	886		$	(135)	(15)	%

Adjusted EBITDA	$	11		$	(7)		$	18	*	%	$	49		$	34		$	15	44	%
Adjusted EBITDA margin percentage		5.0	%		(2.7)	%						6.5	%		3.8	%

*Not meaningful.

Table of Contents

Revenues from the Space Systems segment decreased to $220 million from $263 million, or by $43 million, for the three months ended September 30, 2019 compared to the same period of 2018. Revenues decreased primarily as a result of the impact of reduced volume in our geostationary satellite manufacturing business (“GeoComm”), lower revenues on the RCM program in Canada which launched in the second quarter of 2019, lower volumes on other programs and increases in estimated costs to complete programs during the three months ended September 30, 2019 compared to the same period in 2018. An increase in estimated costs to complete directly impacts revenues, as revenues are recognized over time under the cost-to-cost method.

For the nine months ended September 30, 2019, Space Systems segment revenues decreased to $751 million from $886 million, or by $135 million, compared to the same period of 2018. Revenues decreased primarily as a result of the impact of reduced volume in our GeoComm business, lower revenues on the RCM program in Canada, launched in the second quarter of 2019, lower volumes on other programs and an increase in estimated costs to complete programs during the nine months ended September 30, 2019 compared to the same period in 2018. These decreases were partially offset by increased revenues from Neptec which was acquired in the third quarter of 2018.

Adjusted EBITDA increased to $11 million of income from a loss of $7 million, or by $18 million, for the three months ended September 30, 2019 compared to the same period of 2018. The increase in the Space Systems segment is primarily related to reduced research and development spend of $26 million and headcount reductions from restructuring initiatives resulting in cost reductions. These increases were partially offset by decreases from the effects of lower revenues and higher estimated costs to complete on certain projects within the Space Systems segment.

Adjusted EBITDA increased to $49 million from $34 million, or by $15 million, for the nine months ended September 30, 2019, compared to the same period of 2018. The primary drivers of the change in Adjusted EBITDA within the Space Systems segment were reduced research and development spend of $60 million, headcount reductions from restructuring initiatives resulting in $19 million of cost reductions, a recovery of a previously reserved amount of $7 million, and no liquidated damages incurred to date during 2019 compared to $5 million of liquidated damages that occurred in 2018. These changes were partially offset by decreases from the effects of lower revenues and higher estimated costs to complete on certain projects within the Space Systems segment.

Imagery

The following table provides selected financial information for the Imagery segment.


	Three Months Ended September 30,						$		%		Nine Months Ended September 30,						$		%
	2019			2018			Change		Change		2019			2018			Change		Change
($ millions)
Total revenues	$	220		$	210		$	10	5	%	$	621		$	633		$	(12)	(2)	%

Adjusted EBITDA	$	140		$	129		$	11	9	%	$	384		$	396		$	(12)	(3)	%
Adjusted EBITDA margin percentage		63.6	%		61.4	%						61.8	%		62.6	%

For the three months ended September 30, 2019, Imagery segment revenues increased to $220 million from $210 million, or by $10 million, compared to the same period of 2018. The increase was primarily driven by the recognition of $9 million of revenue as a result of the signing of a previously delayed contract with an existing international customer, $11 million in revenue growth from the U.S. government and an increase in revenue from international governments. These increases were partially offset by the loss of $14 million of WorldView-4 revenues.

Table of Contents

For the nine months ended September 30, 2019, Imagery segment revenues decreased to $621 million from $633 million, or by $12 million, compared to the same period of 2018. The decrease was primarily due to a $43 million decrease due to the loss of WorldView-4 revenue which was partially offset by $31 million in revenue growth from the U.S. government.

Adjusted EBITDA increased to $140 million from $129 million, or by $11 million, for the three months ended September 30, 2019, as compared to the same period of 2018. The increase was primarily driven by the recognition of revenue as a result of the signing of a previously delayed contract with an existing international customer. Adjusted EBITDA was also impacted by a decrease in service costs, excluding depreciation and amortization during the three months ended September 30, 2019, as compared to the same period of 2018.

Adjusted EBITDA decreased to $384 million from $396 million, or by $12 million, for the nine months ended September 30, 2019, as compared to the same period of 2018. The decrease was primarily driven by the impact of the loss of revenue generated from the WorldView-4 satellite which had higher margins.

Services

The following table provides selected financial information for the Services segment.


	Three Months Ended September 30,						$		%		Nine Months Ended September 30,						$		%
	2019			2018			Change		Change		2019			2018			Change		Change
($ millions)
Total revenues	$	73		$	62		$	11	18	%	$	215		$	198		$	17	9	%

Adjusted EBITDA	$	9		$	9		$	—	*	%	$	22		$	19		$	3	16	%
Adjusted EBITDA margin percentage		12.3	%		14.5	%						10.2	%		9.6	%

*Not meaningful.

Services segment revenues increased to $73 million from $62 million, or by $11 million, and $215 million from $198 million, or by $17 million, for the three and nine months ended September 30, 2019 compared to the same periods of 2018. The increases were primarily driven by growth from new contract awards and expansion of programs with the U.S. government.

Adjusted EBITDA remained flat at $9 million for the three months ended September 30, 2019 compared to the same period of 2018. For the nine months ended September 30, 2019, Adjusted EBITDA increased to $22 million from $19 million, or by $3 million, compared to the same period of 2018 primarily as a result of higher margin revenue and lower selling, general and administrative spend, which was partially offset by an increase in service costs, excluding depreciation and amortization and a change in an expense related to a lease.

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 for the three months ended September 30, 2019 and September 30, 2018 were $19 million. These expenses were impacted by a decrease in selling, general and administrative expenses and a decrease in an expense related to a business dispute in 2018, which did not reoccur in 2019. These decreases were primarily offset by an increase in retention costs at Space Solutions and an increase in foreign exchange losses.

Table of Contents

For the nine months ended September 30, 2019, corporate and other expenses were $55 million compared to $44 million for the same period of 2018. The increase of $11 million, or 25%, is primarily due to an increase in retention costs at Space Solutions and higher foreign exchange losses. These increases were partially offset by a decrease in selling, general and administrative expenses and a decrease in an expense related to a business dispute in 2018 which did not reoccur in 2019.

Intersegment eliminations

Intersegment eliminations are related to projects between our segments, including WorldView Legion. Intersegment eliminations have increased for the three and nine months ended September 30, 2019 compared to the same periods of 2018 primarily related to an increase in intersegment activity.

BACKLOG

Our backlog is as follows:


	September 30,		December 31,
	2019		2018
($ millions)
Total backlog	$	2,171	$	2,411
Unfunded contract options¹		1,369		1,213
Total	$	3,540	$	3,624

¹Unfunded contract options as of December 31, 2018 has been restated.

Order backlog, representing the estimated dollar value of firm contracts for which work has not yet been performed (also known as the remaining performance obligations on a contract), was $2.2 billion as of September 30, 2019 (December 31, 2018 - $2.4 billion). Backlog decreased primarily due to declines in backlog in our Imagery segment partially offset by an increase in our Space Systems segment and Services segment backlog as a result of new awards during the quarter. Imagery segment backlog declined primarily due to the recognition of EnhancedView revenue during the year and the loss of our WorldView-4 satellite.

Order backlog generally does not include unexercised contract options and potential orders under indefinite delivery/indefinite quantity contracts. 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.

Unfunded contract options represent estimated amounts of revenue to be earned in the future from negotiated contracts with unexercised contract options and indefinite delivery/indefinite quantity contracts. Unfunded contract options as of September 30, 2019, were primarily comprised of the option years in the EnhancedView Contract (September 1, 2020 through August 31, 2023). We believe it is the U.S. government’s intention to exercise all option years, subject only to annual congressional appropriation of funding and the federal budget process. As each option year is exercised, it will be added to backlog.

Table of Contents

LIQUIDITY & CAPITAL RESOURCES

Our sources of liquidity include cash provided by operations, collection or securitization of orbital receivables, access to existing credit facilities and, when available and efficient, to the capital markets. We generally maintain limited cash on hand and use available cash to pay down borrowings on our Syndicated Credit Facility. Our primary short-term cash requirements are to fund working capital, including requirements on long-term construction contracts (including our geostationary satellite contracts), fixed overhead costs, and to fund increased capital expenditures, including the construction of our WorldView Legion constellation. 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 to invest, 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 in the future. We also have call options to purchase the remaining ownership interest in Vricon Inc., a joint venture accounted for under the equity method. The call options are exercisable in the first quarter of either 2020 or 2021 which, if exercised, would require use of capital. Cash is also used to pay dividends and finance other long-term strategic business initiatives. Our first maturity of long-term debt is in the fourth quarter of 2020.

Our ability to fund these 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, financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions is impacted by many factors, including capital market liquidity and overall economic conditions.

We believe that our cash from operating activities, together with available borrowings under our Revolving Credit Facility, will be adequate for the next twelve months 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 likely will also seek to meet long-term debt obligations by obtaining capital from a variety of additional sources or by refinancing existing obligations. These sources include public or private capital markets, bank financings and potential proceeds from dispositions or other third-party sources. The proceeds received from any disposition could be partially offset by a cash tax liability as we may experience a limitation in our ability to use our net operating loss carryforwards to offset any gain on such transaction pursuant to Section 382 of the Internal Revenue Code.

Summary of cash flows


	Nine Months Ended September 30,
	2019		2018
($ millions)
Cash provided by operating activities	$	142	$	48
Cash used in investing activities		(203)		(155)
Cash provided by financing activities		75		84
Cash, cash equivalents, and restricted cash, beginning of year		43		42
Cash, cash equivalents, and restricted cash, end of period	$	57	$	19

Operating activities

Cash provided by operating activities increased $94 million to $142 million from $48 million for the nine months ended September 30, 2019 compared to the same period in 2018. The increase was primarily due to insurance proceeds of $183 million related to the loss of the WorldView-4 satellite, which were received in the second quarter of 2019. The insurance proceeds are included in operating cash flows as they are considered business interruption insurance and represent our satellite’s loss of capacity to produce imagery for sale to our customers.

Table of Contents

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 fund our working capital requirements with the Revolving Credit Facility (as defined below).

Investing activities

Cash used in investing activities increased $48 million to $203 million from $155 million for the nine months ended September 30, 2019, compared to the same period in 2018. The major investing activities included expenditures on property, plant and equipment of $163 million and $111 million, for the nine months ended September 30, 2019 and 2018, respectively, and investments in software of $43 million and $42 million, for the nine months ended September 30, 2019 and 2018, respectively. Property, plant and equipment expenditures for the nine months ended September 30, 2019, were primarily related to the build of our WorldView Legion constellation.

Financing activities

During the nine months ended September 30, 2019, cash provided by financing activities was $75 million, which primarily includes net proceeds from the Syndicated Credit Facility (as described below) of $107 million partially offset by repayments of long-term debt. During the nine months ended September 30, 2018, cash provided by financing activities was $84 million which primarily included proceeds from the Syndicated Credit Facility of $150 million, partially offset by dividend payments of $49 million and repayments of long-term debt.

Credit facilities

The following table summarizes our long-term debt:


	September 30,		December 31,
	2019		2018
($ millions)
Syndicated Credit Facility:
Revolving Credit Facility	$	696	$	595
Term Loan A		500		500
Term Loan B		1,960		1,980
Debt issuance costs		(35)		(41)
Obligations under finance leases and other		10		13
Long-term debt	$	3,131	$	3,047

The Syndicated Credit Facility is composed of: (i) a four-year senior secured first lien revolving credit facility in an aggregate capacity of up to $1.15 billion and a four-year senior secured first lien operating credit facility in an aggregate capacity of up to $100 million (collectively, the “Revolving Credit Facility”), (ii) a senior secured first lien term A facility (“Term Loan A”) in an aggregate principal amount of $500 million consisting of a $250 million tranche with a three-year maturity and a $250 million tranche with a four-year maturity, and (iii) a seven-year senior secured first lien term B facility (“Term Loan B”) in an aggregate principal amount of $2.0 billion.

Loans under the Revolving Credit Facility are available in U.S. dollars and, at our option, in Canadian dollars. Term Loan A and Term Loan B are repayable in U.S. dollars. Borrowings under the Revolving Credit Facility and Term Loan A bear interest at a rate equal to U.S. Dollar LIBOR (for U.S. dollar borrowings) and the Canadian Dollar Offered Rate (“CDOR”) or Canadian Bankers’ Acceptance Rate (for Canadian dollar borrowings), plus a margin of 120 – 350 basis points per annum, based on our total leverage ratio. Term Loan B bears interest at U.S. Dollar LIBOR plus 275 basis points per annum. In April, 2018, we entered into interest rate swaps at a notional value of $1.0 billion maturing in April 2021 or April 2022. As of September 30, 2019, we had hedged approximately 32% of our floating rate exposure on our outstanding debt at an average base rate of 2.56% (excluding the margin specified in the Syndicated Credit Facility).

Table of Contents

The Revolving Credit Facility and Term Loan A are payable at maturity. Term Loan B will amortize in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of the loan, with the final balance payable at maturity. The Revolving Credit Facility, Term Loan A, and Term Loan B may be repaid by us, in whole or in part, together with accrued interest, without premium or penalty.

The Syndicated Credit Facility is guaranteed by us and certain of our designated subsidiaries. The security for the Syndicated Credit Facility, subject to customary exceptions, includes substantially all our tangible and intangible assets and our subsidiary guarantors. We are required to make mandatory prepayments of the outstanding principal and accrued interest upon the occurrence of certain events and to the extent of a specified percentage of annual excess cash flow that is not reinvested or used for other specified purposes. The Syndicated Credit Facility is subject to customary affirmative and negative covenants, default provisions, representations and warranties and other terms and conditions. As of September 30, 2019, we were in compliance with our debt covenants.

The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. As of September 30, 2019 and December 31, 2018, we had $18 million of issued and undrawn letters of credit outstanding under the Revolving Credit Facility.

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 of eligible receivables executed in the three or nine months ended September 30, 2019. During the three months ended September 30, 2018, the Company sold orbital receivables for net proceeds of $18 million. These orbital receivables were purchased in tranches that span multiple years and include longer-term maturities.

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

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENCIES

As of September 30, 2019, there were no material changes outside the ordinary course of business to the contractual obligations table presented in our Annual Report on Form 10-K for the year ended December 31, 2018.

We are party to various legal proceedings and claims that arise in the ordinary course of business as either a plaintiff or defendant. We analyze all legal proceedings and the allegations therein. The outcome of any of these proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on our financial position, results of operations or liquidity. Refer to Part II, Item 1, “Legal Proceedings” of this Quarterly Report on Form 10-Q for further discussion of legal proceedings.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2019, we had foreign exchange forward purchase contracts of $31 million, foreign exchange sales contracts of $131 million and financial guarantee contracts to export credit agencies in the form of indemnities or letters of credit. Such arrangements are not expected to have a material effect on our liquidity or capital resources, financial position or results of operations.

Table of Contents

We use 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 judgements, 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, 2018.

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 and Adjusted EBITDA.

We define EBITDA as earnings before interest, taxes, depreciation and amortization, and Adjusted EBITDA as EBITDA adjusted for certain items affecting comparability as specified in the calculation. Certain items affecting comparability include restructuring, impairments, satellite insurance recovery, CEO severance and transaction and integration related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions. Management believes that exclusion of these items assists in providing a more complete understanding of our underlying results and trends, and management uses these measures along with the corresponding U.S. GAAP financial measures to manage our business, evaluate our performance compared to prior periods and the marketplace, and to establish operational goals. Adjusted EBITDA is a measure being used as a key element of our incentive compensation plan. The Syndicated Credit Facility also uses Adjusted EBITDA in the determination of our debt leverage covenant ratio. The definition of Adjusted EBITDA in the Syndicated Credit Facility includes a more comprehensive set of adjustments.

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 and Adjusted EBITDA 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 (loss) income as indications of financial performance or as alternate to cash flows from operations as measures of liquidity. EBITDA and Adjusted EBITDA have limitations as an analytical tool and should not be considered in isolation or as a substitute for our results reported under U.S. GAAP.

Table of Contents

The table below reconciles our net (loss) income to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
($ millions)
Net (loss) income	$	(26)	$	(289)	$	61	$	(314)
Income tax expense (benefit)		3		(6)		4		(47)
Interest expense, net		50		52		148		155
Interest income		(1)		—		(1)		—
Depreciation and amortization		96		119		293		343
EBITDA	$	122	$	(124)	$	505	$	137
Transaction and integration related expense		7		14		13		24
Restructuring		(1)		2		21		15
Impairment losses, including inventory		—		213		15		213
Satellite insurance recovery		—		—		(183)		—
CEO severance		—		—		3		—
Adjusted EBITDA	$	128	$	105	$	374	$	389

Adjusted EBITDA:
Space Systems		11		(7)		49		34
Imagery		140		129		384		396
Services		9		9		22		19
Intersegment eliminations		(13)		(7)		(26)		(16)
Corporate and other expenses		(19)		(19)		(55)		(44)
Adjusted EBITDA	$	128	$	105	$	374	$	389

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risks from those discussed in our 2018 Annual Report on Form 10-K and as updated in this Quarterly Report on Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our CEO and CFO have concluded that, as of September 30, 2019, due to the material weaknesses in internal control over financial reporting that were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 (that have not yet been fully remediated as further discussed below), our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

Table of Contents

Internal Control over Financial Reporting

As disclosed in Part II, Item 9A, “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2018, we identified material weaknesses in internal control over financial reporting related to “Insufficient Complement of Personnel” and “Insufficient Identification and Assessment of Changes.” As a consequence of the underlying root causes related to personnel and risk assessment, the Company did not have effective control activities related to the design, operation, and documentation of process-level controls over: (i) the cost-to-cost method used to determine the percentage-of-completion method affecting revenue and cost of sales (ii) the measurement and disclosures of current and deferred income taxes and related valuation allowance and (iii) commitments and contingencies disclosure. No material errors were identified in the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Management believes that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles. Our CEO and CFO have certified that, based on such officer’s knowledge, the financial statements, and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented in this Quarterly Report on Form 10-Q. We have made progress towards remediation of the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 which is further described below.

Remediation Actions

Insufficient Complement of Personnel and Insufficient Identification and Assessment of Changes

During the year, Management has taken steps to on-board additional resources and provide more comprehensive training to ensure process owners and control operators have robust understanding of the documentation requirements in advance of the execution of controls. Additionally, management completed a comprehensive risk assessment during the planning phase and continues to assess entity level, business process, and IT systems risk throughout the year in order to adequately design proper control activities. Management believes remediation is on track with additional time needed through year-end.

Percentage-of-completion Revenue, Income Taxes, and Commitments and Contingencies Disclosure

Management has automated and reduced the complexity of the underlying processes and disaggregated the review of key inputs utilized in developing the underlying estimates for revenue and cost of sales under the percentage-of-completion method. Additionally, management has improved evidentiary documentation over management’s review of key inputs, criteria for investigation, level of precision, and management’s expectations and judgments, while providing for increased time to allow for an effective review to occur. Although we have designed and implemented additional control procedures, and completed test of design as of September 30, 2019, these controls have not been operating for a sufficient period to demonstrate this material weakness has been fully remediated.

Regarding the material weakness related to income taxes, management continues to implement a comprehensive remediation plan to enhance the measurement and disclosures of current and deferred income taxes, which includes management’s measurement of the related valuation allowance. This enhanced control framework will be assessed as of December 31, 2019.

Regarding the material weakness related to the commitments and contingencies disclosure, management has taken steps to redesign the respective control framework, including implementation of enhanced review procedures, which will be assessed as of December 31, 2019.

Table of Contents

Changes in Internal Control over Financial Reporting

The remediation efforts related to the material weaknesses described in Part II, Item 9A, “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2018 and above represent changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2019, that have materially affected our internal control over financial reporting. Further, in conjunction with the adoption of ASC Topic 842, effective January 1, 2019, we implemented new processes and internal controls, which represent a material change to a component of our internal control over financial reporting. There were no other changes that occurred during the quarter ended September 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

In 2010, we entered into an agreement with a Ukrainian customer to provide a communication satellite system. In 2014, following the annexation of Crimea by the Russian Federation, we declared force majeure with respect to the program. The Ukrainian customer accepted that an event of force majeure had occurred. Following various unsuccessful efforts to arrive at a new contractual framework to take account of the changed circumstances (including the force majeure and various financial issues), the contract with the Ukrainian customer was terminated by us. We completed work on the spacecraft, which is in storage. In July 2018, the Ukrainian customer issued a statement of claim in the arbitration it had commenced against us, challenging our right to terminate for force majeure, purporting to terminate the contract for default by us (a position since withdrawn), and seeking recovery from us in the amount of approximately $227 million. Discovery has concluded, and the matter is scheduled to be heard by the arbitration panel in December 2019. We believe we have sound defenses to the petitioner’s claims, and will vigorously defend the claims asserted against us. We have accrued an amount that we believe is within the range of probable outcomes for resolving this matter; the amount is not material to our consolidated financial statements. However, the outcome of any arbitration is difficult to predict, and in the event that the arbitration results in a finding against us in excess of the amount reserved, we could incur additional amounts and our results of operations and financial condition could be adversely affected.

Table of Contents

We are 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, we are prepared both to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. We have established 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 our financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

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

Risks Related to Our Business

The decline of our GeoComm business may adversely impact our financial results.

There has been a step down in total number and dollar value of the geostationary communication satellite contracts awarded compared to such historical averages prior to 2015. Revenues have decreased year-over-year as programs awarded prior to 2015 have been completed and have been replaced by a lower level of award value since 2015. Many satellite operators in the communications industry have continued to defer new satellite construction awards to evaluate geostationary and other competing satellite system architectures and other market factors. As a result, the outlook on our geostationary satellite manufacturing business (“GeoComm”) declined substantially during the year ended December 31, 2018 and negatively impacted our Space Systems segment.

We have explored strategic alternatives regarding the future of our GeoComm business, including partnering with an existing satellite manufacturer to gain scale benefits; selling the GeoComm business; or exiting the GeoComm business following completion of existing contracts in backlog and the sale of its facilities. We continue to operate the GeoComm business and are completing projects in our backlog while pursuing and receiving new awards.

If we are unable to win new awards or execute existing contracts as expected, our business, results of operations and financial position could be further adversely affected.

We may be required to recognize impairment charges.

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

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

Table of Contents

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

The Space Systems segment’s financial performance is dependent on its ability to generate a sustainable order rate for its satellite manufacturing operations. This can be challenging and may fluctuate on an annual basis as the number of satellite construction contracts awarded varies. The cyclical nature of the commercial satellite market could negatively impact our ability to accurately forecast customer demand. The markets that we serve may not grow in the future and we may not be able to maintain adequate gross margins or profits in these markets. Specifically, sales of the 1300 bus have historically been important to our results and we cannot assure you that this market will continue to grow or demand levels will increase, nor can we assure you that the market for the Legion-class bus will offset any decreases in the market for the 1300 bus or provide future growth. Our growth is dependent on the growth in the sales of services provided by our customers, our customers’ ability to anticipate market trends, and our ability to anticipate changes in the businesses of our customers and to successfully identify and enter new markets. If we fail to anticipate such changes in demand, our business, results of operations and financial position could be adversely affected.

The satellite manufacturing industry is characterized by development of technologies to meet changing customer demand for complex and reliable services. Our systems embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others. Failure or delays to meet or comply with the requisite and evolving industry or user standards could have a material adverse effect on our business, results of operations and financial condition.

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

Our business with various governmental entities is concentrated in a small number of primary contracts. We recognize significant revenue from U.S. government agencies and a significant amount of our U.S. government revenue is generated from a single contract, the EnhancedView Contract. The EnhancedView Contract is a service level agreement to provide image-tasking capacity on our satellites, and other imagery-derived products and services to the U.S. government. Our ability to service other customers could be negatively impacted if we are unable to maintain our current collection capacity. In addition, any inability on our part to meet the performance requirements of the EnhancedView Contract could result in a performance penalty or breach of that contract. A breach of our contract with government customers or reduction in service to our other customers could have a material adverse effect on our business, financial condition and results of operations. The U.S. government may also terminate or suspend our contracts, including the EnhancedView Contract, at any time with or without cause. Additionally, any changes in the size, scope or term of the EnhancedView Contract could impact our satellite replenishment strategy and our ability to repay or refinance our long-term debt. Although our contracts generally involve fixed annual minimum commitments, such commitments, along with all other contracts with the U.S. government, are subject to annual Congressional appropriations and the federal budget process, and as a result, the U.S. government may not continue to fund these contracts at current or anticipated levels. Similarly, our contracts in Canada and other jurisdictions are also subject to government procurement policies and procedures.

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

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

Table of Contents

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

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

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

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

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

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

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

Our results of operations are materially affected by economic and political conditions in the United States, Canada and internationally, including inflation, deflation, interest rates, availability of capital, energy and commodity prices, trade laws, and the effects of governmental initiatives to manage economic conditions. Current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

Table of Contents

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

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

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

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

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

We sell complex and technologically advanced systems, including satellites, products, hardware and software. Sophisticated software, including software developed by us, may contain defects that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products that we manufacture or purchase from third parties. Most of the satellites and systems we have developed must function under demanding and unpredictable operating conditions and in harsh and potentially destructive environments. In addition, we may agree to the in-orbit delivery of a satellite, adding further risks to our ability to perform under a contract. Failure to achieve successful in-orbit delivery could result in significant penalties and other obligations on us. We employ sophisticated design and testing processes and practices, which include a range of stringent factory and on-site acceptance tests with criteria and requirements that are jointly developed with customers. Our systems may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect and fix all defects in the satellites, products, hardware and software we sell or resolve any delays or availability issues in the launch services we procure. Failure to do so could result in lost revenue and damage to our reputation, and may adversely affect our ability to win new contract awards.

Table of Contents

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

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

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

The manufacturing, testing, launching and operation of satellites involves complex processes and technology. Our satellites employ advanced technologies and sensors that are exposed to severe environmental stresses in space that have and could affect the performance of our satellite. Hardware component problems in space could lead to deterioration in performance or loss of functionality of a satellite. In addition, human operators may execute improper implementation commands that may negatively impact a satellite’s performance. Exposure of our satellites to an unanticipated catastrophic event, such as a meteor shower or a collision with space debris, could reduce the performance of, or completely destroy, the affected satellite. In December 2018, our WorldView-4 satellite experienced a failure in its control moment gyros, preventing the satellite from collecting imagery. See Part II, Item 7, “Management's Discussion and Analysis—Recent Developments—WorldView-4 Satellite” in our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information.

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

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

Table of Contents

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

In the Imagery segment, we rely on data collected from a number of sources including data obtained from satellites. We may become unable or limited in our ability to collect such data. For example, satellites can temporarily go out of service and be recovered, or cease to function for reasons beyond our control, including the quality of design and construction, the supply of fuel, the expected gradual environmental degradation of solar panels, the durability of various satellite components and the orbits and space environments in which the satellites are placed and operated. Electrostatic storms or collisions with other objects could also damage the satellites. Additionally, in certain instances, governments may discontinue for periods of time the access to or operation of a satellite for any particular area on the Earth and for various reasons may not permit transmission of certain data, whether from a satellite owned by the government or not.

We cannot offer assurances that each of our satellites will remain in operation. Our satellites have certain redundant systems which can fail partially or in their entirety and accordingly satellites may operate for extended periods without all redundant systems in operation, but with single points of failure. The failure of satellite components could cause damage to or loss of the use of a satellite before the end of its expected operational life. Certain of our satellites are nearing the end of their expected operational lives and we expect the performance of each satellite to decline gradually near the end of its expected operational life. We can offer no assurance that our satellites will maintain their prescribed orbits or remain operational and we may not have replacement satellites that are immediately available.

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

We are vulnerable to natural disasters and significant disruptions including tsunamis, floods, earthquakes, fires, water shortages, other extreme weather conditions, medical epidemics, acts of terrorism, power shortages and blackouts, and telecommunications failures. In the event of such a natural disaster or other disruption, we could experience: disruptions to our operations or the operations of suppliers, subcontractors, distributors or customers; destruction of facilities; and/ or loss of life.

The availability of many of our products and services depends on the continuing operation of our satellite operations infrastructure, satellite manufacturing operations, information technology and communications systems. Any downtime, damage to or failure of our systems could result in interruptions in our service, which could reduce our revenue and profits. Our systems are vulnerable to damage or interruption from floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems. We do not currently maintain a back-up production facility from which we can continue to collect, process and deliver imagery in the event of the loss of our primary facility. In the event we are unable to collect, process and deliver imagery from our facility, our daily operations and operating results would be materially and adversely affected. In addition, our ground terminal centers are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. Our satellite manufacturing operations are located in California in proximity to the San Andreas fault line, one of the longest and most heavily populated earthquake-prone rifts in the world. We do not maintain back-up manufacturing facilities or operations.

The occurrence of any of the foregoing could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our financial condition and results of operations.

Table of Contents

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

Our customers and products depend upon the reliable performance and security of our computer systems and those of the third parties that we utilize in our operations. These systems may be subject to damage or interruption from earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss and telecommunications failures. Interruptions in these systems, or with the internet in general, could degrade or disrupt our ability to deliver our products and services to our customers.

In addition, we face the risk of a security breach or other significant disruption of our IT networks and related systems from a number of sources, including individual and state-sponsored actors, whether through cyber-attack or cyber intrusion via the internet, malware, computer viruses, email attachments to persons with access to our systems, denial of service attacks, physical or electronic break-ins and similar disruptions.

We also face the added risk of a security breach or other serious disruption of the systems that we develop and install for customers or that we develop and provide in our products. As a provider of communication satellites and complex systems, we face a heightened risk of security breach or disruption from threats to gain unauthorized access to our systems and our customers’ proprietary or classified information stored on our IT networks and related systems and to certain of the equipment used in our customers’ IT networks or related systems.

While we have implemented certain systems and processes to help thwart hackers and protect our data and systems, the techniques used to gain unauthorized access to data and software are constantly evolving, and we may be unable to anticipate or prevent all unauthorized access. Because of our highly desired intellectual property and our support of the U.S. government and other governments, we (and/or third parties we use) may be a particularly attractive target for such attacks by hostile foreign governments. From time to time, we have experienced computer viruses and other forms of third-party attacks on our systems that, to date, have not had a material adverse effect on our business. We cannot offer assurances, however, that future attacks will not materially adversely affect our business.

A security breach or other significant disruption involving these types of information, IT networks and related systems could:

●

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

●

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

●

compromise other sensitive government functions; and

●

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

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

Any attempt by hackers to obtain our data or intellectual property, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation.

Table of Contents

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

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

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

We have historically insured satellites in our constellation to the extent that insurance was available on acceptable premiums and other terms. The insurance proceeds received in connection with a partial or total loss of the functional capacity of any of our satellites would not be sufficient to cover the replacement cost, if we choose to do so, of an equivalent high-resolution satellite. In addition, this insurance will not protect us against all losses to our satellites due to specified exclusions, deductibles and material change limitations and it may be difficult to insure against certain risks, including a partial deterioration in satellite performance and satellite re-entry.

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

In addition, even though we carry business interruption insurance policies, any business interruption losses could exceed the coverage available or be excluded from our insurance policies. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair or insure our assets, which could have a material adverse impact on our financial condition and results of operations.

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

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

Table of Contents

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

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

Although we have not experienced significant difficulty in our ability to procure raw materials, components, sub-assemblies and other supplies required in our manufacturing processes, prolonged disruptions in the supply of any of our key raw materials or components, difficulty completing qualification of new sources of supply, implementing use of replacement materials, components or new sources of supply, or a continuing increase in the prices of raw materials, energy or components could have a material adverse effect on our operating results, financial condition, or cash flows.

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

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

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

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

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

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

Table of Contents

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

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

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

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

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

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

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

Table of Contents

The market may not accept our imagery products and services. Our historic growth rates should not be relied upon as an indicator of future growth.

We cannot accurately predict whether our products and services will achieve significant market acceptance or whether there will be a market for our products and services on terms we find acceptable. Market acceptance of our commercial high-resolution Earth imagery and related products and services depends on a number of factors, including the quality, scope, timeliness, sophistication, price and the availability of substitute products and services. Lack of significant market acceptance of our offerings, or other products and services that utilize our imagery, delays in acceptance, failure of certain markets to develop or our need to make significant investments to achieve acceptance by the market would negatively affect our business, financial condition and results of operations. We may not continue to grow in line with historical rates or at all. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business or fund other liquidity needs and our business prospects, financial condition and results of operations could be materially and adversely affected.

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

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

Some of our and our suppliers’ workforces are represented by labor unions, which may lead to work stoppages.

Some of the employees of our MDA business in Canada are represented by labor unions. We may experience work stoppages organized by labor unions, which could adversely affect our business. We cannot predict how stable our relationships with labor unions will be or whether we will be able to meet the labor unions’ requirements without impacting our financial condition. The labor unions may also limit our flexibility in dealing with our workforce. Labor union actions at suppliers can also affect us. Work stoppages and instability in our relationships with labor unions could delay the production and/or development of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations.

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

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

Table of Contents

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

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

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

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

For a discussion regarding how our financial statements can be affected by pension and other postretirement plan accounting policies, see Part II, Item 7, “Management's Discussion and Analysis—Critical Accounting Policies and Estimates—Pension and Other Postretirement Benefits” in our Annual Report on Form 10-K for the year ended December 31, 2018.

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

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

For instance, we are currently defending against a claim in arbitration that we improperly terminated a contract with a Ukrainian customer in response to the force majeure event caused by the annexation of Crimea, and seeking recovery from us in the amount of approximately $227 million. This matter is scheduled to be heard by the arbitration panel in December 2019. In addition, in January 2019, a Maxar stockholder filed a putative class action lawsuit in the Federal District Court of Colorado, naming Maxar and members of management as defendants alleging, among other things, that our public disclosures were false or misleading in violation of the Securities and Exchange Act of 1934 and seeking monetary damages. An amended consolidated complaint was filed in that case in October 2019. Also in January 2019, a Maxar stockholder resident in Canada issued a putative class action lawsuit in the Ontario Superior Court of Justice against Maxar and members of management claiming misrepresentations in Maxar’s public disclosures and seeking monetary damages under Canadian securities laws. In October 2019, a Maxar stockholder filed a putative class action lawsuit in California state court, naming Maxar and certain members of management and the board of directors as defendants. The lawsuit is based upon many of the same underlying factual allegations as the federal putative class action, but asserts claims under the Securities Act of 1933.

These legal proceedings could result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business, prospects, results of operations and financial condition. These and other legal proceedings and investigations are inherently uncertain and we cannot predict their duration, scope, outcome or consequences. There can be no assurance that these or any such matters that have been or may in the future be brought against us will be resolved favorably. In connection with any government investigations, in the event the government

Table of Contents

takes action against us or the parties resolve or settle the matter, we may be required to pay substantial fines or civil and criminal penalties and/or be subject to equitable remedies, including disgorgement or injunctive relief. Other legal or regulatory proceedings, including lawsuits filed by private litigants, may also follow as a consequence. These matters are likely to be expensive and time-consuming to defend, settle and/or resolve, and may require us to implement certain remedial measures that could prove costly or disruptive to our business and operations. They may also cause damage to our business reputation. The unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition or cash flows.

We may not realize all of the anticipated benefits from the U.S. Domestication.

We believe that we will continue to capitalize on projected benefits resulting from completion of the U.S. Domestication. Over the past several years, we have invested a significant amount of capital to develop infrastructure, technologies, products and markets to better access the U.S. government in both the civilian and military/classified space. Failure to realize all of the anticipated benefits from the U.S. Domestication could have a material adverse effect on our U.S. government business and prospects moving forward, including future EnhancedView awards and fully realizing our U.S. Access Plan. Similarly, there can be no guarantee that our historical ability to secure business in Canada will be unaffected by the U.S. Domestication.

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

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

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

We have undertaken cost reduction initiatives and organizational restructurings to improve operating efficiencies, optimize our asset base and generate cost savings. For example, we have recently undertaken restructuring plans intended to reduce headcount and implement other efficiency initiatives. We cannot be certain that we will be able to complete these initiatives as planned or without business interruption, that these initiatives will not generate additional costs, such as severance or other charges, or that the estimated operating efficiencies or cost savings from such activities will be fully realized or maintained over time.

Future acquisitions or divestitures could result in adverse impacts on our operations.

In order to grow our business, we may seek to acquire additional assets or companies. There can be no assurance that we will be able to identify, acquire, obtain the required regulatory approvals, or profitably manage additional businesses or successfully integrate any acquired businesses, products or technologies without substantial expenses, delays or other operational, regulatory, or financial problems. In addition, any acquired businesses, products or technologies may not achieve anticipated revenues and income growth. Further, acquisitions may involve a number of additional risks, including diversion of management’s attention, failure to retain key personnel, or failure to attract the necessary talent to manage organizational growth. We may become responsible for unexpected liabilities that were not discovered or disclosed in the course of due diligence in connection with historical acquisitions and any future acquisitions. If we do not realize the expected benefits or synergies of an acquisition, there could be a material adverse effect on our business, results of operations and financial condition.

We may also seek to divest portions of our businesses which may no longer be aligned with our strategic initiatives and long-term objectives. Various factors could materially affect our ability to successfully do so, including the availability

Table of Contents

of buyers willing to purchase the assets on terms acceptable to us, difficulties in the separation of operations, the diversion of management's attention from other business concerns, the disruption of our business, the potential loss of key employees and the retention of uncertain contingent liabilities related to the divested business. We cannot assure that we will be successful in managing these or any other significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business, financial condition, results of operations and cash flows.

Risks Related to Legal and Regulatory Matters

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

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

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

We and our subsidiaries are parties to certain contracts with various departments and agencies of the U.S. government, including the U.S. Department of Defense, which require that certain of our subsidiaries (including Space Solutions, DigitalGlobe and subsidiaries within the Services segment) be issued facility security clearances under the National Industrial Security Program. The National Industrial Security Program requires that a corporation maintaining a facility security clearance be effectively insulated from foreign ownership, control or influence (“FOCI”). Prior to the U.S. Domestication, we were incorporated under the laws of Canada, and had entered into a Security Control Agreement, dated January 26, 2017, by and among us, our wholly owned subsidiary, Maxar Technologies Holdings Inc. (“Maxar Holdings”) and the U.S. Department of Defense (the “SCA”), as a suitable FOCI mitigation arrangement under the National Industrial Security Program Operating Manual. A FOCI mitigation arrangement was necessary for certain of our U.S. subsidiaries, including Space Solutions, DigitalGlobe and subsidiaries within the Services segment, to acquire and continue to maintain the requisite facility security clearances thereby enabling them to enter into contracts with U.S. government entities to perform classified work and to complete the performance under those contracts. Following U.S. Domestication, we are seeking to modify or terminate our FOCI mitigation arrangement with the U.S. Department of Defense. In the meantime, failure to maintain an appropriate agreement with the U.S. Department of Defense regarding the appropriate FOCI mitigation arrangement could result in invalidation or termination of the facility security clearances, which in turn would mean that our U.S. subsidiaries would not be able to enter into future contracts with the U.S. government requiring facility security clearances, and may result in the loss of the ability of those subsidiaries to complete existing contracts with the U.S. government.

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

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

●

Changes in laws and regulations. It is possible that the laws and regulations governing our business and operations will change in the future. A substantial portion of our revenue is generated from customers outside of Canada and the U.S. There may be a material adverse effect on our financial condition and results of operations if we are required to alter our business to comply with changes in both domestic and foreign regulations, telecommunications standards, tariffs or taxes and other trade barriers that reduce or restrict our

Table of Contents

ability to sell our products and services on a global basis, or by political and economic instability in the countries in which we conduct business. Any failure to comply with such regulatory requirements could also subject us to various penalties or sanctions.

●

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

●

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

●

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

●

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

Table of Contents

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

Changes in law and policy relating to taxes may materially and adversely affect our financial condition, results of operations, and cash flows. For example, the U.S. enacted the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”), which has significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions and certain deductions for executive compensation, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, revising the rules governing net operating losses, and introducing new anti-base erosion and global intangible low-taxed income inclusion provisions. Many of these changes were effective immediately, without any transition periods or grandfathering for existing transactions. The 2017 Tax Act remains unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and United States Internal Revenue Service (“IRS”), any of which could lessen or increase certain adverse impacts of the 2017 Tax Act. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. We could be subject to tax audits, challenges to our tax positions or adverse changes or interpretations of tax laws. Adverse positions taken by tax authorities and tax audits could impact our operating results.

While our analysis and interpretation of the 2017 Tax Act is ongoing, based on our current evaluation, the limitation on interest deductions, the base erosion and anti-abuse tax and global intangible low-taxed income inclusion provisions may negatively impact our cash flows going forward. Further, there may be other material adverse effects resulting from the 2017 Tax Act that we have not yet identified. While some of the changes made by the 2017 Tax Act may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors and auditors to determine the full impact that the 2017 Tax Act as a whole will have on us.

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

As of December 31, 2018, we had approximately $1,083 million of net operating loss (“NOL”) carryforwards and $214 million tax credit carryforwards related to research and development expenditures and we may generate additional NOL and tax credit carryforwards during 2019. A significant portion of our NOL and tax credit carryforwards are comprised of U.S. federal and state NOL and tax credit carryforwards.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change U.S. federal NOL carryforwards and other tax attributes (such as research tax credits) to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a greater than 50 percentage point change (by value) in a corporation’s equity ownership by certain stockholders over a rolling three-year period. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. While we do not believe that we have experienced ownership changes in the past that would materially limit our ability to utilize our NOL carryforwards, the Section 382 rules are complex and there is no assurance our view is correct. Moreover, as a result of the shift in ownership of our stock that occurred in connection with the acquisition of DigitalGlobe in October 2017, we could experience an ownership change in the near future if there are certain significant purchases of our stock or other events outside of our control. In the event that we experience ownership changes in the future, our ability to use pre-change NOL carryforwards and other tax attributes to offset post-change taxable income will be subject to limitations. As a result, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which could adversely affect our future cash flows.

Additionally, the 2017 Tax Act changed the rules governing the use of U.S. federal NOLs, including by imposing a reduction to the maximum deduction allowed for NOLs generated in tax years beginning after December 31, 2017. In addition, NOL carryforwards arising in tax years ending after December 31, 2017 can be carried forward indefinitely, but carryback is generally prohibited. Such limitations may significantly impact our ability to use NOL carryforwards generated after December 31, 2017, as well as the timing of any such use, and could adversely affect our future cash flows.

Table of Contents

On May 12, 2019, our Board of Directors approved a Tax Benefit Preservation Plan (“Tax Plan”) in an effort to help preserve the value of certain deferred tax benefits including those generated by NOLs and certain other tax attributes. The Tax Plan could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a large block of our common stock. A third party that acquires 4.9% or more of our common stock could suffer substantial dilution of its ownership interest under the terms of the Tax Plan through the issuance of common stock to all stockholders other than the acquiring person.

The Tax Plan was set to expire on November 13, 2019, unless Maxar stockholders approved the Tax Plan prior to that date. A Special Meeting of Stockholders was held on October 31, 2019 to approve the Tax Plan. As a result of Stockholder approval, the rights under the Tax Plan will expire on October 5, 2020. Although the Tax Plan is intended to reduce the likelihood of an ownership change that could adversely affect us, there is no assurance that the Tax Plan will prevent acquisitions of our common stock that could result in such an ownership change or be approved by the Stockholders.

On September 9, 2019 Treasury and the IRS issued proposed regulations regarding the items of income and deduction which are included in the calculation of built-in gains and losses under section 382. The proposed regulations are subject to a 60-day comment period through November 12, 2019 and are proposed to be effective for ownership changes occurring after the effective date of temporary or final regulations.

We are incurring increased costs and demands in order to comply with laws and regulations applicable to public companies.

We became a “domestic issuer” for SEC reporting purposes in January 2019. The obligations of being a public company in the U.S. require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the listing requirements of the NYSE and the TSX. These rules require that we maintain effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to monitor and maintain compliance with. Our management and other personnel will continue to devote a substantial amount of time to ensure compliance with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to reputational damage, litigation or being delisted, among other potential problems.

We have material weaknesses in internal control over financial reporting and cannot assure you that additional material weaknesses will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in material misstatements in our financial statements which could require us to restate financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on our stock price.

Management has identified material weaknesses in our internal control over financial reporting as defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 that affected our financial statements for the year ended December 31, 2018. No material errors were identified in the financial statements as a result of the material weaknesses. See Part I, Item 4, “Controls and Procedures” in this Quarterly Report on Form 10-Q for more information.

We cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional significant deficiencies or material weaknesses, cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated under Section 404. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial

Table of Contents

statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price. In addition, if we fail to maintain effective internal controls, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC or the NYSE.

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

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

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

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

In addition, our international contracts may include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations, known as offset obligations, and provide for penalties if we fail to meet such requirements. The impact of these factors is difficult to predict, but one or more of them could adversely affect our financial position, results of operations, or cash flows.

Our operations in the United Kingdom and Europe may pose additional risks to our profitability and operating results.

Following a referendum on June 23, 2016 in which voters in the United Kingdom (“U.K.”) approved an exit from the European Union (“EU”), the U.K. government has initiated a process to leave the EU (often referred to as “Brexit”), including negotiating the terms of the U.K.’s future relationship with the EU. Such an exit from the EU is unprecedented, and it is unclear how the U.K.’s access to the EU single market, and the wider commercial, legal and regulatory environment, will impact our U.K. and European operations and customers. Our U.K. operations service customers in the U.K. as well as in other countries in the EU, and these operations could be disrupted by Brexit, particularly if there is a change in the U.K.’s relationship to the EU single market. While the full scope of implementation of the referendum decision is still unclear, companies exposed to or with operations in the U.K., such as ours, may face significant regulatory changes as a result of Brexit implementation, and complying with such new regulatory mandates may prove challenging and costly. The announcement of Brexit has created economic uncertainty surrounding the terms of the U.K.’s exit and its consequences could adversely impact customer confidence resulting in customers reducing their spending budgets on our products and services, which would adversely affect our businesses and results of operations.

Table of Contents

Risks Related to Our Indebtedness and Our Common Stock

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

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

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

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

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

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

We have a significant amount of indebtedness and leverage. Our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal of, interest on, or other amounts due with respect to our indebtedness. Our long-term debt bears interest at floating rates related to U.S. LIBOR (for U.S. dollar borrowings) and CDOR or Canadian Bankers’ Acceptances (for Canadian dollar borrowings), plus a margin. As a result, our interest payment obligations on such indebtedness will increase if such interest rates increase. Our leverage and debt service obligations could adversely impact our business, including by:

●

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

●

increasing our vulnerability to general adverse economic and industry conditions;

●

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

Table of Contents

●

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

●

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

●

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

●

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

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

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

Our current financing arrangements contain certain restrictive covenants that impact our future operating and financial flexibility. Our debt funding is provided under our credit agreements, which contains a series of positive and negative covenants with which we must comply, including the achievement or maintenance of stated financial ratios. If we fail to comply with any covenants and are unable to obtain a waiver thereof, the lenders under the senior secured syndicated credit facility (the “Syndicated Credit Facility”) may be able to take certain actions with respect to the amounts owing under such agreements, including early payment thereof. Any such actions could have a material adverse effect on our financial condition. These covenants could also have the effect of limiting our flexibility in planning for or reacting to changes in our business and the markets in which we compete.

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

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

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

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

Table of Contents

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

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

●

general economic conditions;

●

fluctuations in our operating results;

●

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

●

conditions and trends in the markets we serve;

●

additions of or changes to key employees;

●

changes in market valuations or earnings of our competitors;

●

trading volumes of our common stock;

●

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

●

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

●

legislation or regulatory policies, practices or actions.

In addition, the stock markets in general have experienced extreme price and volume fluctuations that have at times been unrelated or disproportionate to the operating performance of the particular companies affected. These market and industry factors may materially harm the market price of our common stock irrespective of our operating performance.

The market price of our common stock recently experienced a significant decline from which it has not fully recovered. A significant or prolonged decrease in our market capitalization, including a decline in stock price, or a negative long-term performance outlook, could result in an impairment of our assets which results when the carrying value of our assets exceed their fair value.

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

Techniques employed by short sellers may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own, but rather has borrowed from a third-party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s best interests for the price of the stock to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a stock short. These short attacks have, in the past, led to selling of shares in the market. In the past several years, our securities have been the subject of short selling. Reports and information have been published about us that we believe are mischaracterized or incorrect, and which have in the past been followed by a decline in our stock price.

It is not clear what additional effects the negative publicity will have on us, if any, other than potentially affecting the market price of our common stock. If we continue to be the subject of unfavorable allegations, we may have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could be distracting for our management team. Additionally, such allegations against us could negatively impact our business operations and stockholders' equity, and the value of any investment in our stock could be reduced.

Table of Contents

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

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us, our business, our market and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Our amended and restated certificate of incorporation and our amended and restated bylaws may impede or

discourage a takeover, changes in management or changes in the Board of Directors, which could reduce the market price of our common stock.

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

●

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

●

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

●

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

●

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

●

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

●

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

These provisions could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock. In addition, our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware.

Our actual operating results may differ significantly from our guidance.

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

Table of Contents

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

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

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in our Annual Report on Form 10-K for the year ended December 31, 2018 could result in the actual operating results being different than the guidance, and such differences may be adverse and material.

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 (following the signatures page of this Form 10-Q) are filed with, or incorporated by reference in, this Form 10-Q.

Table of Contents

EXHIBIT INDEX


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

3.1	Amended and Restated Certificate of Incorporation of Maxar Technologies Inc., as filed with the Delaware Secretary of State.	8-K	001-38228	3.1	1/2/19

3.2	Amended and Restated Bylaws of Maxar Technologies Inc.	8-K	001-38228	3.2	1/2/19

3.3	Certificate of Designations of Series A Junior Participating Preferred Stock of Maxar Technologies Inc., filed with the Delaware Secretary of State.	8-K	001-38228	3.1	5/13/2019

4.1	Restated Credit Agreement by and among Maxar Technologies Ltd., Royal Bank of Canada and the Lenders named therein, dated as of October 5, 2017.	6-K	001-38228	10.1	10/16/17

4.2	First Amending Agreement dated as of December 21, 2018 to the Restated Credit Agreement dated as of October 5, 2017.	10-K	001-38228	4.2	3/1/19

4.3	Second Amending Agreement dated as of December 21, 2018 to the Restated Credit Agreement dated as of October 5, 2017.	6-K	001-38228	99.2	12/21/18

4.4	Tax Benefit Preservation Plan, dated as of May 13, 2019, between Maxar Technologies Inc. and Computershare Trust Company, N.A.	8-K	001-38228	4.1	5/13/2019

10.1#	Modification P00064 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.					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

Table of Contents


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

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

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

101	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document					X
Exhibit 104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

#	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.

XBRL (eXtensible Business Reporting Language) Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents

SIGNATURES

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


November 4, 2019	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, Principal Accounting Officer and Duly Authorized Officer)
	By: /s/ Carolyn K. Pittman Carolyn K. Pittman Senior Vice President and Chief Accounting Officer (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)