10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:                      to                     

Commission File No. 001-34299

DIGITALGLOBE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	31-1420852 (I.R.S. Employer Identification No.)
1601 Dry Creek Drive, Suite 260 Longmont, Colorado (Address of principal executive office)	80503 (Zip Code)

(303) 684-4000
(Registrant’s telephone number, including area code)

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

Common Stock, par value $0.001 per share	New York Stock Exchange
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: The aggregate market value of the registrant’s common stock held by non-affiliates, computed by reference to the closing sale price of $19.20 as reported by the New York Stock Exchange was $494,908,051.

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of February 22, 2010 (latest practicable date) was 45,260,747, shares.

Documents Incorporated by Reference: Portions of the registrant’s Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders are incorporated by reference into Part III.

TABLE OF CONTENTS

	PAGE
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
TRADEMARKS		2
PART I
ITEM 1. BUSINESS		3
ITEM 1A. RISK FACTORS		9
ITEM 1B. UNRESOLVED STAFF COMMENTS		18
ITEM 2. PROPERTIES		19
ITEM 3. LEGAL PROCEEDINGS		19
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		19
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		20
ITEM 6. SELECTED FINANCIAL DATA		21
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		23
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		42
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		43
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		82
ITEM 9A. CONTROLS AND PROCEDURES		82
ITEM 9B. OTHER INFORMATION		82
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		82
ITEM 11. EXECUTIVE COMPENSATION		83
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		83
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		83
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		83
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		84
Exhibit 3.1
Exhibit 10.1
Exhibit 10.13
Exhibit 10.14
Exhibit 10.22
Exhibit 31.1
Exhibit 31.2
Exhibit 31.3

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words, although not all forward-looking statements contain these words.

Any forward-looking statements are based upon our historical performance and on our current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions. A number of important factors could cause our actual results or performance to differ materially from those indicated by such forward looking statements, including: the loss or reduction of any of our primary contracts; the loss or impairment of our satellites; loss or damage to the content contained in our ImageLibrary; interruption or failure of our ground system and other infrastructure, decrease in demand for our imagery products and services; increased competition that may reduce our market share or cause us to lower our prices; our failure to obtain or maintain required regulatory approvals and licenses; changes in U.S. foreign law or regulation that may limit our ability to distribute our imagery products and services; the costs associated with being a public company; and other important factors, all as described more fully in our filings with the Securities and Exchange Commission(SEC), including this Annual Report on Form 10-K.

We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward looking statements.

TRADEMARKS

DigitalGlobe, Digitalglobe.com, GlobeXplorer, CitySphere, ImageAtlas, ImageBuilder, ImageConnect, PhotoMapper, Seconds On Orbit and SOO are our trademarks. Other names used in this annual report are for informational purposes only and may be trademarks of their respective owners.

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PART I

ITEM 1. BUSINESS

Overview

We are a leading global provider of commercial high-resolution earth imagery products and services. Our products and services support a wide variety of uses, including defense, intelligence and homeland security applications, mapping and analysis, environmental monitoring, oil and gas exploration, and infrastructure management. Our principal customers include U.S. and foreign defense and intelligence agencies and a wide variety of commercial customers, such as internet portals, companies in the energy, telecommunications, utility and agricultural industries, and U.S. and foreign civil government agencies. The imagery that forms the foundation of our products and services is collected daily via our three high-resolution imagery satellites and managed in our content archive, which we refer to as our ImageLibrary. We believe our ImageLibrary is the largest, most up-to-date and comprehensive archive of high resolution earth imagery commercially available; currently containing more than 900 million square kilometers of imagery, with new imagery added every day. With the addition of our WorldView-2 satellite, commissioned on January 4, 2010, we expect our collection capacity to expand to more than 500 million square kilometers per year.

Products and Services

We offer earth imagery products and services that are comprised of imagery from our three-satellite constellation, and aerial imagery that we acquire from third party suppliers. We process our imagery to varying levels according to the customer’s specifications and deliver our products using the distribution method that best suits our customers needs. Customers can purchase satellite or aerial images that are archived in our ImageLibrary. Customers can also order imagery content by placing custom orders, which require tasking of our satellites, for a specific area of interest, or as a bundle of imagery and data for a region or type of location, such as cities, ports and harbors or airports. For example, CitySphere, an ImageLibrary product, that features color imagery for 300 of the world’s largest cities that is refreshed on a routine basis.

Customers specify how they want the imagery content they are purchasing from us to be produced. We deliver our satellite imagery content at three processing levels: (i) basic imagery with the least amount of processing; (ii) standard imagery with radiometric and geometric correction; and (iii) ortho-rectified imagery with radiometric, geometric, and topographic correction. All of our aerial imagery is delivered as ortho-rectified imagery.

We also use enhanced processing to produce mosaic and stereo imagery products. The mosaic process takes multiple imagery scenes, collected at different times and dates, and merges them into a single seamless imagery product. We use specialized collection and enhanced processing to produce stereo imagery products. Stereo imagery products consist of two images collected from two different viewpoints along the satellite orbit track that are produced as basic products, but can be viewed in stereo (3D) using specialized software. Stereo imagery products are used for the creation of digital elevation maps, for the more accurate creation of 3D maps and flight simulations.

We offer a range of on- and off-line distribution options designed to enable customers to easily access and integrate our imagery into their business operations and applications, including desktop software applications, web services that provide for direct on-line access to our ImageLibrary, File Transfer Protocol (FTP), and physical media such as CD, DVD, and hard drive. We offer an additional distribution option through our Direct Access Program (DAP) that allows certain customers, approved by the U.S. government, to task and downlink data directly from our WorldView-1 and WorldView-2 satellites within their regional area of interest. DAP is designed to meet the enhanced information and operational security needs of a select and limited number of defense and intelligence customers and certain commercial customers. To date we have signed four customer contracts for our DAP.

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We sell our products and services through a combination of direct and indirect channels, a global network of resellers, strategic partners, direct enterprise sales and web services.

Customers

We have two reportable segments, defense and intelligence, and commercial. In 2009, we generated 81.9% of our revenue from defense and intelligence customers and 18.1% and of our revenue from commercial customers.

Defense and Intelligence

Our single largest defense and intelligence customer is the U.S. government. The National Geospatial-Intelligence Agency (NGA), serves as the primary U.S. government procurement agency for geospatial information and purchases imagery products and services under the NextView program on behalf of various agencies within the U.S. government, including defense, intelligence and law enforcement agencies. In January 2008, we amended the NextView agreement from an image-based ordering agreement to a service level agreement, or SLA. Under the SLA, we are obligated to make substantially all the image tasking capacity of our WorldView-1 satellite available to NGA, as well as to meet certain service requirements related to the operational performance of our WorldView-1 satellite and related ground systems. The terms of the SLA provide for payment of $12.5 million per month, subject to the right of NGA to holdback an allowance of up to $0.8 million of the total $12.5 million monthly fee, which NGA can use to extend the SLA period or apply to any new agreement between the parties. Any revenue deferred related to this allowance will be recognized when earned in future periods. In June 2009, we signed an extension to the SLA through March 31, 2010 with an option for NGA to extend at the same level and on the same terms through December 31, 2010. In February 2010, we modified the SLA to allow NGA the option to extend the SLA on the same terms for three months from April 1, 2010 to June 30, 2010 with six additional options, each for a one month period, with the last option expiring in December 31, 2010.

In addition to the U.S. government, our other defense and intelligence customers include U.S. and foreign defense contractors, and certain foreign government defense, intelligence, and national security agencies. Our defense and intelligence customers use our products for several purposes, including mapping, monitoring, threat assessment, disaster response, and training. We sell to our defense and intelligence customers directly and through resellers. In 2009, defense and intelligence customers accounted for $231.0 million or 81.9% of our total revenue.

Commercial

Our commercial business consists of both traditional and integrated information customers. Our traditional customers are primarily civil governments, and energy, telecommunications, utility and agricultural companies who, like our defense and intelligence customers, use our content for mapping, monitoring, analysis and planning activities. Our integrated information customers, including web portals, personal navigation service providers, wireless handheld device manufacturers, wireless service providers and video game manufacturers, use our content to enhance and expand other location-based information products and services that they develop and sell to the commercial market.

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Our commercial customers are located throughout the world. We sell to these customers directly and through resellers. Our commercial revenue is generated both through purchases of our products and services on an as-needed basis and through multi-year contracts. In 2009, commercial revenue accounted for $50.9 million or 18.1% of our total revenue.

Satellite and Ground System Operations

Our business operations consist primarily of our satellite constellation, related satellite control ground stations, and our image processing facilities.

The following table summarizes the primary characteristics of the satellites in our constellation:

	QuickBird	WorldView-1	WorldView-2
Best Ground Resolution	61-centimeters black and white 2.44-meter multi-spectral	50-centimeters black and white	46-centimeters black and white 1.84-meter multi-spectral
Annual Collection Capacity	63 million square kilometers	270 million square kilometers	150 million square kilometers
Revisit Time	2-3 days	1-2 days	1-2 days
Orbital Altitude	450 kilometers	496 kilometers	770 kilometers
Launch Date	October 2001	September 2007	October 2009
Original Design Life(1)	5.00 years	7.25 years	7.25 years
Expected End of Operational Life(2)	Q2 2012	Q2 2018	Q1 2021

(1)

The original design life is the minimum number of years, at a 75% probability, that a satellite is expected to operate based on our construction performance specifications.

(2)

Following actual launch, we determine a satellite’s expected operational life considering a calculation involving the probabilities of failure of the satellite’s components from design or manufacturing defects, environmental stresses or other causes. The expected operational life of these satellites is affected by a number of factors, including the quality of construction, the supply of fuel, the expected gradual, environmental degradation of solar panels and other components, the durability of various satellite components and the orbit in which the satellite is placed.

Satellite Insurance

We currently maintain $40.0 million, $220.0 million and $230.0 million of one-year in-orbit operations insurance coverage for QuickBird, WorldView-1 and WorldView-2, respectively, $50.0 million of three-year in-orbit insurance coverage for WorldView-1 with one year remaining and $68.0 million of three-year in-orbit insurance for our WorldView-2 satellite. We intend to continue this coverage to the extent it remains available at acceptable premiums.

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Ground Station Centers and Image Processing Facilities

We have one ground station center located in Norway and two ground station centers located in Alaska. In addition, we have an agreement with Kongsberg Satellite Services (KSAT) to utilize a ground station in Troll, Antarctica to supplement the data downlink capabilities of our other three stations. Each ground station center is strategically placed to maximize contact with our satellites on their orbital paths. QuickBird, WorldView-1 and WorldView-2 currently each orbit the earth and communicate with one of our ground station centers, including Troll, approximately 15 times per day. Accordingly, tasking and data downloading occurs approximately every 90 minutes. Our image processing facility at our Longmont, Colorado headquarters houses the hardware and software systems and personnel required to operate and control our satellites as well as process, store and distribute our imagery. Operational control of our satellites, and all data processing, storing and distribution, is managed exclusively from our facility in Longmont, Colorado.

Intellectual Property

We rely on licenses of certain intellectual property to conduct our business operations. Specifically, we license certain proprietary rights from third parties, such as BAE Systems Mission Solutions, Inc., Ball Aerospace and Technologies Corp., Harris Technical Services Corporation, MacDonald Dettwiler and Associates Ltd., Orbit Logic, the University of New Brunswick and Vexcel, Inc., to enable us to operate our satellites, ground station centers, collection systems and other various components of our systems. In addition, we actively pursue internal development of intellectual property, and as of December 31, 2009, we held one U.S. patent, and had two U.S. patent applications pending. As of December 31, 2009, we also held 15 U.S. trademark registrations, 48 foreign trademark registrations and four foreign pending trademark applications. Additional trademark registrations are pending.

Regulation

Operations

The satellite operations portion of our business is highly regulated. The Department of Commerce (DoC), pursuant to the 1992 Land Remote Sensing Policy Act, as amended, has the primary regulatory authority over our industry. The Department of Commerce delegated responsibility for satellite remote sensing operations to National Oceanic and Atmospheric Administration (NOAA). Each of our satellites is required to be individually licensed for operation by NOAA. We currently have licenses for our QuickBird, WorldView-1 and WorldView-2 satellites, which we refer to as the NOAA licenses. Our NOAA licenses require us to obtain prior approval from NOAA for any significant and substantial agreements, and generally require us to operate our satellite system in a manner that is consistent with U.S. national security and foreign policy objectives. In addition, the NOAA licenses allow the U.S. government to suspend our imaging activities in certain cases if deemed necessary for national security reasons. Provided we comply with the NOAA licenses, the NOAA licenses are valid for the operational life of the licensed satellite.

The launch of our satellites and the communication links, both uplink and downlink, are regulated by the Federal Communications Commission (FCC). FCC licenses must be obtained for each individual satellite. The FCC is the governmental agency with primary authority in the United States over the commercial use of satellite frequency spectrum. We currently have the requisite licensing authority from the FCC to operate our QuickBird, WorldView-1 and WorldView-2 satellites. The FCC has also granted licenses to operate ground stations for QuickBird, WorldView-1 and WorldView-2 in the cities of Fairbanks and Prudhoe Bay, Alaska. The FCC’s rules and regulations and terms of our licenses require that we comply with various operating conditions and requirements. Failure to comply with these or other conditions or requirements could lead to sanctions, up to and including revocation, cancellation or non-renewal of our licenses. In addition to the FCC’s requirements, our satellites must undergo the frequency coordination and registration process of the International Telecommunications Union (ITU).

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Sales

Satellite imagery does not require an export license in order to be sold internationally. The ability to sell our imagery products and services may, however, be subject to any sanctions or embargoes imposed by the U.S. government against particular entities or individuals, against other countries or by foreign government regulation.

Sales of direct access to the satellites under our DAP program require separate U.S. government approvals from NOAA and the Department of State (DoS). NOAA must approve the agreement with the customer for us to provide the direct uplink and downlink, and we must obtain an export license from the DoS for the export of the equipment and related technology necessary to enable the access. The ground station equipment and related technology necessary to allow access to the satellites are controlled under the International Traffic in Arms Regulations (ITAR). The approval process for these sales takes approximately two to three months, and there is no obligation on the part of either NOAA or the DoS to approve any transaction. In addition to required U.S. government approvals, the export of equipment from Canada by our DAP equipment supplier, MacDonald Dettwiler & Associated Ltd., is subject to Canadian export license requirements. Our direct access (DAP) customers may also be required to obtain additional approvals from the government of the country in which the ground station is to be operated.

Ownership

Any change in our ownership involving a transfer to foreign persons may increase U.S. government scrutiny and lead to more onerous requirements in connection with both export controls and security clearances. In addition, we are obligated under our NOAA licenses to monitor and report increases in foreign ownership and may be required to obtain an amendment to our licenses if the foreign ownership exceeds certain levels. A transfer to foreign ownership also could trigger other requirements including filings with, and review by, the Committee on Foreign Investment in the United States pursuant to the Exon-Florio provision. Depending on the country of origin and identity of foreign owners, other restrictions and requirements could arise.

Backlog

Total backlog was $252.4 million as of December 31, 2009. Total backlog includes $37.5 million under the NextView agreement, substantially all of which is expected to be recognized prior to March 31, 2010 when the NextView agreement is scheduled to expire. This represents payments under the SLA for capacity on WorldView-1 that is already committed to NGA. Total backlog also includes $214.9 million of firm orders, minimum commitments under signed customer contracts, remaining amounts under pre-paid subscriptions, amounts committed under DAP agreements and funded and unfunded task orders from our government customers. Of this amount, we expect that $56.9 million will be recognized in 2010. If the current SLA is extended or we enter into a new SLA, our backlog will be increased by the amount of payments under the SLA for capacity committed to NGA, which amounts will be recognized over the life of the new SLA. Backlog does not include the amounts that might be recognized if NGA exercises its option to extend the SLA to December 31, 2010.

In addition, there is $213.8 million of remaining unamortized revenue related to payments made prior to full operating capacity FOC from NGA, of which $25.5 million is expected to be recognized during 2010. The balance will be recognized over the estimated customer relationship period, which is currently expected to be 10.5 years from the launch of WorldView-1 based on the expected life of WorldView-1. Due to the fact that these payments were received prior to FOC, revenue to be recognized in 2010 is reflected as non-cash in the financial statements. We have not included it in the backlog because there are no specific services that are required to be rendered to recognize it as income. We are recognizing it ratably over the estimated customer relationship period which positively affects our reported revenue, but the recognition of this revenue has no effect on our ability to generate additional revenue from the usage of our satellite and therefore should not be considered a reduction in our capacity to generate additional sales.

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Competition

We compete against various private companies, as well as foreign state-sponsored entities that provide satellite and aerial imagery and related products and services to the commercial market. Our major existing and potential competitors for high resolution satellite imagery include GeoEye, SPOT Image, ImageSat International N.V. and the National Remote Sensing Agency, Department of Space (Government of India), plus numerous aggregators of imagery and imagery-related products and services, including Google and Microsoft. Most of these companies offer high-resolution imagery commercially from their archives of imagery in competition with our ImageLibrary. In addition, we compete against aerial providers of high-resolution imagery. Aerial imagery provides certain benefits over satellite-based imagery, most notably better resolution. We compete on the basis of:

• the technical capabilities of our satellites, such as size of collection area, collection speed, revisit time, resolution and accuracy;

• satellite availability for tasked orders;

• the size, comprehensiveness and relevance of our ImageLibrary;

• distribution platform and tools that enable customers to easily access and integrate imagery;

• timeliness and ready availability of imagery products and services that can be deployed quickly and cost-effectively; and

• price.

For risks associated with competition, see Item 1A, Risk Factors.

Employees

As of December 31, 2009, we employed 507 full-time employees worldwide.

We currently do not have any collective bargaining agreements with our employees.

Company History

We were originally incorporated as EarthWatch, Incorporated on September 30, 1994 under the laws of the State of Colorado and reincorporated in the State of Delaware on August 21, 1995. On January 4, 2007, we acquired GlobeXplorer, Inc., a producer and integrator of digital earth imagery and vector data, and AirPhoto USA an aerial imagery provider, for a total purchase price of $21.3 million.

Company Website

Our website can be accessed at www.digitalglobe.com. The website contains information about us and our operations. Through a link on the Investor Relations section of our website, copies of our filings with the SEC on Forms 8-K, 10-Q and 10-K can be viewed and downloaded free of charge as soon as reasonably practicable after the reports have been filed with the SEC. The information on our website is not incorporated by reference and is not a part of this Annual Report on Form 10-K.

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ITEM 1A. RISK FACTORS

Risks

Our business is subject to many risks. 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 flow.

Risks Related To Our Business

The loss or reduction in scope of any one of our primary contracts will materially reduce our revenue. The majority of our revenue is derived from contracts with U.S. government agencies that can be terminated at any time.

Approximately 82.7% of our revenue for the year ended December 31, 2009 was derived from our top five customers, including NGA, which accounted for approximately 75.0% of our revenue for the year ended December 31, 2009. These contracts may be terminated in the future, or may not be renewed or extended, and the loss of any one of these customers would materially reduce our revenue.

Our contracts with U.S. government agencies are subject to risks of termination or reduction in scope due to changes in U.S. government policies, priorities or funding level commitments to various agencies. U.S. government agencies can terminate or suspend our contracts at any time with or without cause. Although our U.S. government contracts generally involve fixed annual minimum commitments, such commitments are subject to annual Congressional appropriations and, as a result, U.S. government agencies may not continue to fund these contracts at current or anticipated levels. In addition, although we anticipate that the U.S. government agencies will continue to purchase earth imagery from us after the scheduled expiration of our contract under the NextView program in March 2010, we cannot assure you that those purchases will continue at current levels or at all, or that there will not be gaps between the expiration of this agreement and entry into any new agreement. If U.S. government agencies terminate, significantly reduce in scope or suspend any of their contracts with us, or change their policies, priorities, or funding levels, these actions would have a material and adverse effect on our business, financial condition and results of operations.

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

Current U.S. government policy encourages the use by the U.S. government of commercial data providers to support U.S. national security objectives. 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 could materially affect our revenue and our ability to achieve our growth objectives.

EnhancedView is a large U.S. government procurement that is intended to serve as the follow-on program to the NextView program, in which we currently participate. Our revenue under the NextView program accounted for 75.0% of our total revenue in 2009. The EnhancedView procurement is in the proposal stage.

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

The availability of our products and services depends on the continuing operation of our satellite operations infrastructure, 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 data center from which we can continue to collect, process and deliver imagery in the event of the loss of our primary capabilities. In the event we are unable to collect, process and deliver imagery from our primary facility in Longmont, Colorado, our daily operations and operating results would be materially and adversely affected. In addition, our ground station 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. 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.

If our satellites fail to operate as intended, our ability to collect imagery and market our products and services successfully could be materially and adversely affected.

Our satellites employ advanced technologies and sensors that are exposed to severe environmental stresses in space that could affect our satellites’ performance. Hardware component problems in space could lead to deterioration in performance or loss of functionality of a satellite, with attendant costs and revenue losses. 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.

We cannot assure you that our QuickBird, WorldView-1 and WorldView-2 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 could significantly hinder its performance, which could materially affect our ability to collect imagery and market our products and services successfully.

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. In addition, 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. 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.

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We are highly dependent upon our ImageLibrary and our failure or inability to protect and maintain the earth imagery content stored in our ImageLibrary could have a material adverse effect on our business, financial condition and results of operations.

Our operations depend upon our ability to maintain and protect our earth imagery content and our ImageLibrary against damage that may be caused by fire and other natural disasters, power failures, telecommunications failures, terrorist attacks, unauthorized intrusion, computer viruses, equipment malfunction or inadequacy, firewall breach or other events. The satellite imagery content we collect is downloaded directly to our Longmont, Colorado facility and then stored in our ImageLibrary for sale to customers. Our aerial imagery is collected and processed by our aerial suppliers and then delivered to us to be uploaded to our ImageLibrary. We back up our imagery and permanently store it with a third party data storage provider. Notwithstanding precautions we have taken to protect our ImageLibrary, there can be no assurance that a natural disaster or other event would not result in a prolonged interruption in our ability to provide access to or deliver imagery from our ImageLibrary to our clients. The temporary or permanent loss or disruption of access to our ImageLibrary could impair our ability to supply current and future customers with imagery content, have a negative impact on our revenue and cause harm to our reputation. Any impairment in our ability to supply our customers with imagery content could affect our ability to retain or attract customers, which would have a material adverse effect on our business, financial condition and results of operations.

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

Our success depends on existing markets accepting our imagery products and services and our ability to develop new markets. Our business plan is based on the assumption that we will generate significant future revenue from sales of imagery products and services produced from our QuickBird, WorldView-1 and WorldView-2 satellites and other content sources. The commercial sale of high-resolution earth imagery is a relatively new industry. Consequently, it is difficult to predict the ultimate size of the market and the acceptance by the market of our products and services. Our business strategy and projections rely on a number of assumptions, some or all of which may be incorrect. Actual markets could vary materially from the potential markets that we have identified.

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 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 products and services, 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 prospects, financial condition and results of operations could be materially and adversely affected.

We face competition that may cause us to have to reduce our prices 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 greater financial, personnel and other resources than we have. Our major existing competitors include GeoEye, SPOT Image, ImageSat International N.V. and the National Remote Sensing Agency, Department of Space (Government of India), plus numerous aggregators of imagery and imagery-related products and services, including Google and Microsoft. In addition, we compete against aerial providers of high-resolution imagery, whose offerings provide certain benefits over satellite-based imagery, including better resolution. The value of our imagery may also be diluted by earth imagery that is available free of charge.

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The U.S. government and foreign governments also may develop, construct, launch and operate their own imagery satellites, which could reduce their need to rely on commercial suppliers. In addition, such governments could sell earth imagery from their satellites in the commercial market and thereby compete with our imagery products and services. These governments could also subsidize the development, launch and operation of imagery satellites by our current or future competitors.

SPOT Image has announced plans to launch two high-resolution satellites, one in 2010 and the other in 2011. Our competitors, including GeoEye and SPOT Image, or potential competitors with greater resources than ours 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 could negatively affect our marketing efforts. More importantly, if competitors develop and launch satellites or other imagery content sources with more advanced capabilities and technologies than ours, or offer services at lower prices than ours, our business and results of operations could be harmed. From time to time, we have experienced decreases in the average sales prices of some of our products and services. Due to competitive pricing pressures, new product introductions by us or our competitors, or other factors, the average 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.

Changes in U.S. or foreign laws and regulations could have a material adverse effect on our operations and financial condition.

Our industry is highly regulated due to the sensitive nature of satellite technology. We cannot assure you that the laws and regulations governing our business and operations, including the distribution of satellite imagery, will not change in the future. Our business and operating results may be materially and adversely affected if we are required to alter our business operations to comply with such changes or if our ability to sell our products and services on a global basis is reduced or restricted due to increased U.S. or foreign government regulation.

Failure to obtain or maintain regulatory approvals could result in service interruptions or could impede us from executing our business plan.

Approvals. Our business requires licenses from the DoC, through NOAA. Under our NOAA licenses, the U.S. government reserves the right to interrupt service or limit our ability to distribute satellite images when foreign policy or U.S. national security interests are affected. In addition, the NOAA has the right to review and approve the terms of certain of our agreements with international customers, including our DAP customers. We currently have the necessary approvals for our existing international customers. However, such reviews in the future could delay or prohibit us from executing new international agreements. The inability to get approvals for DAP customers could materially affect our ability to establish and grow our DAP business. In addition, should we not get approvals in a timely manner our products and services may not be competitive.

Export Approvals. The ground station equipment and related technology that is purchased by certain of our DAP customers is controlled under the ITAR. We, or our suppliers, must obtain export licenses from the DoS, and in some cases from foreign government agencies, in order to export ground station equipment and related technology to our DAP customers. Export licenses can take up to three months or longer to be processed and neither the DoS nor any corresponding foreign government agency are obligated to approve any license application. Our inability or the inability of our suppliers to get required export approvals for equipment and technology supporting DAP could materially affect our ability to establish and grow our DAP business.

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FCC Approvals. Our operation of satellites and ground station centers also requires licenses from the FCC. The FCC regulates the construction, launch and operation of our satellites, the use of satellite frequency spectrum and the licensing of our ground station centers located within the United States. We are also subject to the FCC’s rules and regulations and the terms of our licenses, which require us to comply with various operating conditions and requirements. The current licenses of our satellites expire in 2012 and those of our ground station centers expire in 2019 and 2021. While the FCC generally renews licenses routinely, there can be no assurance that our licenses will be renewed at their expiration dates on favorable terms or without adverse conditions. Failure to renew these licenses could have a material and adverse affect on our ability to generate revenue and conduct our business as currently expected.

International Registration and Approvals. The use of satellite frequency spectrum internationally is subject to the rules and requirements of the ITU. Additionally, satellite operators must abide by the specific laws of the countries in which downlink services are provided from the satellite to ground station centers within such countries. The FCC has coordinated the operations for each of our satellites pursuant to the ITU requirements.

Coordination of our satellites with other satellite systems is required by the ITU to help prevent harmful frequency interference from or into existing or planned satellite operations. We do not expect significant issues relating to the coordination of our satellites due to the nature of satellite imaging operations.

Our foreign DAP customers are responsible for securing necessary licenses and operational authority to use the required spectrum in each country into which we will downlink high resolution commercial earth imagery. If such customers are not successful in obtaining the necessary approvals, we will not be able to distribute real-time imagery to those customers. Our inability to offer real-time access service in a significant number of foreign countries could negatively affect our business. In addition, regulatory provisions in countries where we wish to operate may impose unduly burdensome restrictions on our operations. Our business may also be adversely affected if the national authorities where we plan to operate adopt treaties, regulations or legislation unfavorable to foreign companies.

Global economic conditions may adversely impact our business, operating results or financial condition.

Disruption and volatility in global financial markets may lead to increased rates of default and bankruptcy, and may negatively impact consumer spending levels. These macroeconomic developments could adversely affect our business, operating results, or financial condition. Current or potential customers, including foreign governments, may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows.

We are dependent on foreign resellers for our international revenue. If these resellers fail to market or sell our products and services successfully, our business would be harmed.

We rely on foreign regional resellers to market and sell a significant portion of our products and services in the international market. We have intensified our efforts to further develop our operations in overseas markets. Our foreign resellers may not have the skill or experience to develop regional commercial markets for our imagery 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 foreign regional resellers fail to market and sell our imagery products and services successfully, these failures would negatively impact our business, financial condition and results of operations.

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We depend on third parties to provide us with aerial imagery. If we are unable to obtain aerial imagery at sufficient resolution or on commercially reasonable terms, our ability to supplement our content library may be harmed, which could have a material adverse effect on our business, financial condition and results of operations.

We do not own planes or other similar aircraft and therefore depend on a network of aerial imagery suppliers to provide us with aerial imagery to include in our ImageLibrary. Aerial imagery is collected and processed by our aerial suppliers and then delivered to us to be uploaded into our ImageLibrary. Without this service, the comprehensiveness of our ImageLibrary could be diminished or our ImageLibrary could become outdated. An inability to successfully provide our customers with access to a comprehensive, up-to-date and diverse content library that meets their needs on commercial terms that make our services cost-effective to them could limit the scope and variety of our products and services and potentially affect the quality of our services. An inability to reach mutually acceptable commercial arrangements with our current aerial suppliers, or find new aerial providers to supply us with aerial imagery on commercially reasonable terms, could result in our inability to maintain or expand our customer base, which could have a material adverse effect on our business, financial condition and results of operations.

Our international business exposes us to risks relating to increased regulation and political or economic instability in foreign markets, which could adversely affect our revenue.

In 2009, approximately 15.6% of our revenue was derived from international 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 United States and a particular foreign country;

• increases in tariffs and taxes and other trade barriers;

• changes in political and economic stability, including fluctuations in the value of foreign currencies, which may make payment in U.S. dollars, as provided for under some of our existing contracts, more expensive for foreign customers; and

• difficulties in obtaining or enforcing judgments in foreign jurisdictions.

These risks are beyond our control and could have a material and adverse effect on our business.

We depend upon our ability to attract, train and retain employees. Our inability to do so, or the loss of key personnel, would seriously harm our business.

Because of the specialized nature of our business, we rely heavily on our ability to attract and retain qualified scientific, technical, sales, marketing and managerial personnel. The loss of one or more of our senior executive officers could result in the loss of knowledge, experience and technical expertise within the satellite imagery sector, which would be detrimental to us if we cannot recruit suitable replacements in a timely manner. The competition for qualified personnel in the commercial high-resolution earth imagery industry is intense. Due to this intense competition, we may be unable to continue to attract and retain qualified personnel necessary for the development of our business or to recruit suitable replacement personnel. The loss of the services of any member of our senior management or the inability to hire or retain experienced management personnel could adversely affect our ability to execute our business plan and harm our operating results.

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Satellites have limited operational lives and are expensive to replace. Loss of, or damage to, a satellite may require us to seek additional financing from outside sources, which we may be unable to obtain on favorable terms, if at all.

We determine a satellite’s useful life, or its expected operational life, using a complex calculation involving the probabilities of failure of the satellite’s components from design or manufacturing defects, environmental stresses, estimated remaining fuel or other causes. The expected ends of the operational lives of our currently in-orbit satellites are as follows:

	Expected End of
Satellite	Operational Life
QuickBird		Q2 2012
WorldView-1		Q2 2018
WorldView-2		Q1 2021

The expected operational lives of these satellites are affected by a number of factors, including the quality of construction, the supply of fuel, the expected gradual environmental degradation of solar panels, the durability of various satellite components and the orbits in which the satellites are placed. 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. Electrostatic storms or collisions with other objects could also damage our satellites. We cannot assure you that each satellite will remain in operation until the end of its expected operational life. Furthermore, we expect the performance of each satellite to decline gradually near the end of its expected operational life. We can offer no assurance that QuickBird, WorldView-1 or WorldView-2 will maintain their prescribed orbits or remain operational.

We anticipate using funds generated from operations to fund the construction and launch of any future satellites. If we do not generate sufficient funds from operations, we may need to obtain additional financing from outside sources to deploy any future satellites. If we do not generate sufficient funds from operations and cannot obtain financing, we will not be able to deploy any future satellites or be able to replace any of our operating satellites at the end of their operational lives. We cannot assure you that we will be able to generate sufficient funds from operations or raise additional capital on favorable terms or on a timely basis, if at all, to develop or deploy additional high-resolution satellites.

Limited insurance coverage and availability may prevent us from obtaining insurance to cover all risks of loss.

We currently maintain $40.0 million, $220.0 million and $230.0 million of one-year in-orbit operations insurance coverage for QuickBird, WorldView-1 and WorldView-2, respectively, $50.0 million of three-year in-orbit insurance coverage for WorldView-1 with one year remaining and $68.0 million of three-year in-orbit insurance for our WorldView-2 satellite. We intend to continue this coverage to the extent it remains available at acceptable premiums. This insurance is not sufficient to cover the cost of an equivalent high-resolution satellite. Any insurance proceeds received in connection with a partial or total loss of QuickBird, WorldView-1 or WorldView-2 may not be sufficient to cover the replacement cost, if we choose to do so, for such a 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.

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The price and availability of insurance have fluctuated significantly since we began offering commercial services in 2001. Although we intend to maintain insurance for all of our operating satellites, 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.

We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, including our ability to incur additional indebtedness.

As of December 31, 2009, our total indebtedness was $343.5 million, which represented 41.7% of our total capitalization. Our substantial amount of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay, when due, the principal of, interest on or other amounts due with respect to our indebtedness. Our indebtedness could have several consequences, including:

• increasing our vulnerability to adverse economic, industry or competitive developments;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• restricting us from making strategic acquisitions;

• limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate, placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

The indenture governing the senior secured notes contains a number of restrictions and covenants that, among other things, limit our ability to incur additional indebtedness, make investments, pay dividends or make distributions to our stockholders, grant liens on our assets, sell assets, enter into a new or different line of business, enter into transactions with our affiliates, merge or consolidate with other entities or transfer all or substantially all of our assets, and enter into sale and leaseback transactions.

Our ability to comply with these restrictions and covenants in the future is uncertain and will be affected by the levels of cash flow from our operations and events or circumstances beyond our control. Our failure to comply with any of the restrictions and covenants under the indenture governing our senior secured notes could result in a default under the indenture, which could cause all of our existing indebtedness to be immediately due and payable. If our indebtedness is accelerated, we may not be able to repay our indebtedness or borrow sufficient funds to refinance it. If our indebtedness is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected.

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We expect that the price of our common stock will fluctuate substantially.

The market price of our common stock has been, and is likely to continue to be, volatile. Factors that could contribute to the volatility of our stock include:

• termination or expiration of one or more of our key contracts, or a change in scope or purchasing levels under one or more of our contracts;

• failure of our satellites to operate as designed;

• loss or damage to any of our satellites;

• changes in U.S. or foreign governmental regulations or in the status of our regulatory approvals, clearances or future applications;

• our announcements or our competitors’ announcements regarding new products or services, enhancements, significant contracts, acquisitions or strategic investments;

• changes in the availability of insurance;

• changes in earnings estimates or recommendations by securities analysts, if any, who cover our common stock;

• fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• success of competitive products and services;

• changes in our capital structure, such as future issuances of securities, sales of large blocks of common stock by our stockholders or the incurrence of additional debt;

• investors’ general perception of us, including any perception of misuse of sensitive information;

• changes in general global economic and market conditions;

• changes in industry conditions; and

• changes in regulatory and other dynamics.

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In addition, in recent years, the stock market has experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of many companies in the technology sector, which have often been unrelated to their operating performance or prospects for future operations. These broad fluctuations may adversely impact the market price of our common stock. Future market movements may materially and adversely affect the market price of our common stock.

Provisions in our amended and restated certificate of incorporation and by-laws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of our amended and restated certificate of incorporation and by-laws and Delaware law may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include: the existence of a classified board of directors; limitations on the removal of directors; advance notice requirements for stockholder proposals and director nominations; the inability of stockholders to act by written consent or to call special meetings; the ability of our board of directors to make, alter or repeal our by-laws; and provisions that permit the redemption of stock from foreign stockholders where necessary, in the judgment of our board of directors, to protect our licenses and registrations.

We do not currently intend to pay dividends on our common stock.

We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends on our common stock in the future will be at the discretion of our board of directors.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

We currently lease approximately 199,476 square feet of office and operations space in two locations in Longmont, Colorado. This space includes our principal executive offices. The rent varies in amounts per year through the expiration of the lease in August 2015. The annual rent for 2009, net of sublease income, was approximately $3.6 million; the expenses remaining to be paid through the end of the lease, net of sublease income, total approximately $10.3 million.

We also lease less significant properties in the following locations: Waltham, MA; Walnut Creek, CA; Arlington, VA; London, England; and Singapore.

In addition, we lease facilities in Tromso, Norway and in Fairbanks and Prudhoe Bay, Alaska to operate our ground station centers.

We believe that our existing facilities are adequate for our current needs.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are a party to various litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings the resolution of which, we believe, would have a material adverse effect on our business, operating results, financial condition or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been listed on the NYSE and traded under the symbol “DGI” since our initial public offering (IPO) in May 2009. The following table sets forth, for the periods indicated, the high, low and last sale prices in dollars on the NYSE for the Company’s common stock and the dividend per share declared by the Company.

2009	High		Low		Last Sale
Fourth Quarter	$	26.02	$	21.08	$	24.20
Third Quarter		22.84		17.10		22.37
Second Quarter (since May 14, 2009 IPO)		25.00		16.95		19.20

At February 22, 2010, there were approximately 337 record holders of our common stock. This figure does not reflect beneficial ownership of shares held in nominee/street name.

The line graph below compares the percentage change in DigitalGlobe’s cumulative total shareholder return on its common stock with the cumulative total return of the S&P Composite 500 Stock Index, GeoEye Inc., and the Russell 2000 for the period from the IPO date, May 14, 2009 through December 31, 2009. It assumes $100 was invested on May 14, 2009.

Total Return Analysis	5/14/2009		12/31/2009
DigitalGlobe, Inc.	$	100.00	$	112.56
GeoEye		100.00		117.99
Russell 2000		100.00		128.29
S&P 500		100.00		124.86

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Dividends

We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors and will be dependent on then-existing conditions, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in our financing facilities, capital requirements and other factors.

Use of Proceeds

On May 13, 2009, our registration statement (File No. 333-150235) was declared effective for our IPO, pursuant to which we sold 1,366,256 shares of common stock.

As a result of the offering, we received net proceeds of approximately $19.0 million, after deducting underwriting fees of $1.8 million and additional offering-related expenses of approximately $3.3 million, for total expenses to us of approximately $5.1 million. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates). A portion of the underwriting fee was paid to Morgan Stanley & Co., Incorporated, an affiliate owning 10% or more of our equity securities. There has been no material change in the planned use of proceeds from our IPO from that described in the Prospectus filed with the SEC pursuant to Rule 424(b). Proceeds of $19.0 million are currently being held in an investment account that is classified as short term and is included in cash and cash equivalents.

ITEM 6. SELECTED FINANCIAL DATA

The selected consolidated financial information set forth below for each of the years ended December 31, 2005, 2006, 2007, 2008 and 2009 has been derived from our audited consolidated financial statements. The information below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto in Item 8 of this report.

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Consolidated Statements of Operations Data

	Year Ended December 31,
	2005			2006		2007(1)		2008		2009
	(in millions, except per share data)
Revenue	$	65.4		$	106.8	$	151.7	$	275.2	$	281.9
Income (loss) before income taxes		(28.7	)		9.9		37.9		91.9		78.4
Net income (loss)		(28.7	)		9.2		95.8		53.8		47.4
Earnings per share:
Basic	$	(0.75	)	$	0.24	$	2.21	$	1.24	$	1.07
Diluted	$	(0.75	)	$	0.24	$	2.18	$	1.22	$	1.06
Total assets		574.2			759.3		907.5		980.2		1,140.5
Long-term debt		200.0			230.0		230.0		274.6		343.5
Stockholders’ equity		124.7			234.9		344.6		402.3		479.5
Adjusted EBITDA(2)	$	22.4		$	55.1	$	83.2	$	174.8	$	169.4

(1)	The 2007 results include the operations for GlobeXplorer LLC, or GlobeXplorer, subsequent to the acquisition that occurred in January 2007.
(2)	Adjusted EBITDA is defined as net income or loss adjusted for depreciation and amortization, net interest income or expense, income tax expense (benefit), loss on disposal of assets, restructuring, loss on early extinguishment of debt and non-cash stock compensation expense.

Reconciliation of net income to Adjusted EBITDA is presented below:

	2005			2006			2007			2008		2009
Net income (loss)	$	(28.7	)	$	9.2		$	95.8		$	53.8	$	47.4
Depreciation and amortization		39.8			46.0			46.8			75.7		74.4
Interest (income) expense, net		(1.9	)		(3.1	)		(4.1	)		3.0		(0.1	)
Loss on disposal of assets		1.2			0.1			—			—		—
Restructuring		0.7			—			—			—		—
Loss on derivative instrument		—			—			—			—		1.8
Loss from early extinguishment of debt		11.0			—			—			—		7.7
Income tax expense (benefit)		—			0.7			(57.9	)		38.1		31.0
Non-cash stock compensation expense		0.3			2.2			2.6			4.2		7.2
Adjusted EBITDA	$	22.4		$	55.1		$	83.2		$	174.8	$	169.4

Adjusted EBITDA is not a recognized term under generally accepted accounting principles (GAAP) in the United States and may not be defined similarly by other companies. Adjusted EBITDA should not be considered an alternative to net income, as an indication of financial performance, or as an alternative to cash flow from operations as a measure of liquidity. There are limitations to using non-GAAP financial measures, including the difficulty associated with comparing companies that use similar performance measures whose calculations may differ from ours.

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Adjusted EBITDA is a key measure used in internal operating reports by management and the board of directors to evaluate the performance of our operations and is also used by analysts, investment banks and lenders for the same purpose. Adjusted EBITDA is a measure of our current period operating performance, excluding charges for capital, depreciation related to prior period capital expenditures and items which are generally non-cash, non-core or non-recurring in nature.

We believe that the elimination of certain non-cash, non-core or non-recurring items enables a more consistent measurement of period-to-period performance of our operations, as well as a comparison of our operating performance to companies in our industry. We believe this measure is particularly important in a capital intensive industry such as ours, in which our current period depreciation is not a good indication of our current or future period capital expenditures. The cost to construct and launch a satellite and build the related ground infrastructure may vary greatly from one satellite to another, depending on the satellite’s size, type and capabilities. For example, our QuickBird satellite, which we are currently depreciating, cost significantly less than our WorldView-1 or WoldView-2 satellites. Current depreciation expense is not indicative of the revenue generating potential of the satellite.

Adjusted EBITDA excludes interest income, expense, net income taxes and loss on early extinguishment of debt because these items are associated with our capitalization and tax structures. Adjusted EBITDA also excludes depreciation and amortization expense because these non-cash expenses reflect the impact of prior capital expenditure decisions which are not indicative of future capital expenditure requirements. Adjusted EBITDA excludes non-cash stock compensation expense, because these items are non-cash expenses and loss on derivative instrument because these are not related to our primary operations.

We use Adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance and we do not place undue reliance on this measure as our only measure of operating performance. Adjusted EBITDA should not be considered a substitute for other measures or financial performance reported in accordance with GAAP.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading global provider of commercial high-resolution earth imagery products and services. Our products and services support a wide variety of uses, including defense, intelligence and homeland security applications, mapping and analysis, environmental monitoring, oil and gas exploration, and infrastructure management. Our principal customers include U.S. and foreign defense and intelligence agencies and a wide variety of commercial customers, such as internet portals, companies in the energy, telecommunications, utility and agricultural industries, and U.S. and foreign civil government agencies. The imagery that forms the foundation of our products and services is collected daily via our three high-resolution imagery satellites and managed in our content archive, which we refer to as our ImageLibrary. We believe our ImageLibrary is the largest, most up-to-date and comprehensive archive of high resolution earth imagery commercially available; containing more than 900 million square kilometers of imagery, with new imagery added every day. With the addition of our WorldView-2 satellite, commissioned on January  4, 2010, we expect our collection capacity to expand to more than 500 million square kilometers per year.

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Products and Services

We offer earth imagery products and services that are comprised of imagery from our three-satellite constellation, and aerial imagery that we acquire from third party suppliers. We process our imagery to varying levels according to the customer’s specifications and deliver our products using the distribution method that best suits our customers needs. Customers can purchase satellite or aerial images that are archived in our ImageLibrary. Customers can also order imagery content by placing custom orders, which require tasking of our satellites, for a specific area of interest, or as a bundle of imagery and data for a region or type of location, such as cities, ports and harbors or airports. For example, CitySphere, an ImageLibrary product, that features color imagery for 300 of the world’s largest cities that is refreshed on a routine basis.

Customers specify how they want the imagery content they are purchasing from us to be produced. We deliver our satellite imagery content at three processing levels: (i) basic imagery with the least amount of processing; (ii) standard imagery with radiometric and geometric correction; and (iii) ortho-rectified imagery with radiometric, geometric, and topographic correction. All of our aerial imagery is delivered as ortho-rectified imagery.

We also use enhanced processing to produce mosaic and stereo imagery products. The mosaic process takes multiple imagery scenes, collected at different times and dates, and merges them into a single seamless imagery product. We use specialized collection and enhanced processing to produce stereo imagery products. Stereo imagery products consist of two images collected from two different viewpoints along the satellite orbit track that are produced as basic products, but can be viewed in stereo (3D) using specialized software. Stereo imagery products are used for the creation of digital elevation maps, for the more accurate creation of 3D maps and flight simulations.

We offer a range of on- and off-line distribution options designed to enable customers to easily access and integrate our imagery into their business operations and applications, including desktop software applications, web services that provide for direct on-line access to our ImageLibrary, File Transfer Protocol (FTP), and physical media such as CD, DVD, and hard drive. We offer an additional distribution option through our DAP that allows certain customers, approved by the U.S. government, to task and download data directly from our WorldView-1 and WorldView-2 satellites within their regional area of interest. DAP is designed to meet the enhanced information and operational security needs of a select and limited number of defense and intelligence customers and certain commercial customers. To date we have signed four customer contracts for our DAP.

We sell our products and services through a combination of direct and indirect channels, a global network of resellers, strategic partners, direct enterprise sales and web services.

Our QuickBird satellite was launched on October 18, 2001 and we successfully commissioned QuickBird into FOC in February 2002. In January 2003, we entered into the ClearView agreement with NGA, under which we agreed to provide a minimum of $72.0 million of QuickBird imagery products and services to the U.S. government over a three-year period, with two one-year extensions at NGA’s option. In January 2006, NGA exercised the first option to extend the ClearView agreement for one year with an additional $36.0 million minimum purchase commitment.

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In September 2003, we entered into the NextView agreement with NGA, under which we agreed to provide a minimum of $531.0 million of imagery products and services from our WorldView-1 satellite. Of this amount, $266.0 million was paid between September 2003 and November 2007, the date WorldView-1 became operational, and was used to offset the construction costs of the satellite. The remaining $265.0 million commitment was to be paid upon the delivery of imagery once WorldView-1 achieved FOC. While NGA has committed to spend these funds to purchase our products and services, actual spending of the funds is ultimately dependent on annual government appropriations of available funds. We recognize revenue under the NextView contract at the time services under the contract are provided as described in Note 2 to the consolidated financial statements included elsewhere in this annual report. The pre-FOC payments were accounted for as deferred revenue until WorldView-1 became operational in November 2007. The deferred revenue is being recognized ratably over the current estimated life of the WorldView-1 satellite as a proxy for the estimated customer relationship life, or 10.5 years.

In February 2007, the ClearView agreement was merged with the NextView agreement to include delivery of imagery from the QuickBird satellite, which, together with sales of images from WorldView-1 after its commissioning in November 2007, generated $73.2 million of revenue in 2007, $157.9 million of revenue in 2008 and $159.2 million of revenue in 2009. In January 2008, we amended the NextView agreement from image-based ordering to a service level agreement, or SLA, and increased the amount we are to receive under the NextView agreement from $265.0 million to $311.0 million. Under the SLA, we are obligated to make substantially all of the image tasking capacity of our WorldView-1 satellite available to NGA, as well as to meet certain service requirements related to the operational performance of our WorldView-1 satellite and related ground systems. In the event that we do not meet the service level requirements, NGA is granted an allowance of up to $0.8 million of the total $12.5 million monthly fee, which NGA can use to extend the SLA period or apply to any new agreement between the parties. Any revenue deferred related to this allowance will be recognized when earned in future periods. In 2009, we deferred $0.4 million of SLA revenue as a result of underperformance against the SLA performance requirements. However, our performance against these requirements has not had a significant adverse impact on our revenue from, or relationship with, NGA. Our commitment to provide a substantial portion of the WorldView-1 satellite imaging capacity to NGA under the NextView agreement limits our ability to provide tasking services from WorldView-1 to other customers, but does not materially limit our ability to sell collected imagery to other customers from our ImageLibrary. Our revenue from NGA under the NextView agreement is derived from sales of WorldView-1 imagery products under the SLA, as well as from non-SLA orders for imagery products and services. Historically, NGA has purchased more than the contracted amounts stipulated in the ClearView and NextView agreements.

We receive a significant majority of our revenue under the NextView agreement, which is scheduled to expire on March 31, 2010. If NGA does not exercise its option to extend the SLA beyond March 2010, our revenue, net income, and liquidity would be materially and negatively impacted.

Our NextView contract with the US Government is scheduled to expire on March 31, 2010. The US Government has options to extend the contract for an additional nine months through December 31, 2010. Although we expect, for the US government to extend the contract, we cannot assure you that the U.S. Government will continue to purchase earth imagery from us at similar levels. Regardless of whether or not this contract is extended or renewed,all of our contracts with the U.S. government agencies are subject to risks of termination or reduction in scope due to changes in U. S. government policies, priorities or Congressional funding level commitments to various agencies Pursuant to the contract terms, U. S. Government agencies can terminate or suspend our contracts at any time with or without cause. The U.S. Government accounted for approximately 75% of our consolidated revenue for the year ended December 31, 2009. We believe that existing cash and cash equivalents as of December 31, 2009 plus anticipated cash flow will be sufficient to fund anticipated operations and capital expenditures through 2010. If the US Government were not to renew or extend our contract at similar levels, we believe we would be able to maintain operations with existing cash and cash equivalents through 2010, however, if necessary we could reduce operating expenses and/or defer capital expenditures.

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In January 2007, we acquired GlobeXplorer for $21.3 million, net of cash acquired. This acquisition broadened our customer portfolio, expanded our product offerings to include aerial and other satellite imagery content and added web-based distribution capabilities.

We conduct our business through two segments: (i) defense and intelligence and (ii) commercial. We have organized our business into these two segments because we believe that customers in these two groups are functionally similar in terms of their areas of focus and purchasing habits. Our imagery products and services are comprised of imagery that we process to varying levels according to the customer’s specifications. We deliver our products and services using the distribution method that best suits our customers’ needs. Customers acquire our imagery either by placing a tasking order for our satellites to collect data to their specifications or purchasing images that are archived in our ImageLibrary.

Revenue

Our principal source of revenue is the licensing of our earth imagery products and services to end users and resellers.

Revenue from defense and intelligence customers accounted for 68.2%, 80.8% and 81.9% of our total revenue in 2007, 2008 and 2009, respectively. Revenue from commercial customers accounted for 31.8%, 19.2% and 18.1% of our total revenue in 2007, 2008 and 2009, respectively. Growth in defense and intelligence revenue as a percentage of total revenue was due to increases in NGA purchases under the ClearView and NextView agreements, including the start of deliveries of imagery products and services from our WorldView-1 satellite to NGA in late 2007. Funding for U.S. government purchases of our imagery products and services is subject to annual appropriation of funds by Congress. Should appropriated funds fall below current levels, we could experience a decrease in our defense and intelligence revenue trend. We generated approximately 76.4%, 83.8% and 84.4% of our revenue in the Americas and 23.6%, 16.2% and 15.6% of our revenue outside of the Americas in 2007, 2008 and 2009, respectively. We generated approximately 68.9% of our revenue from paid tasking and 31.1% from our ImageLibrary for the year ended December 31, 2009 (treating all of the revenue from the SLA under the NextView agreement as paid tasking and excluding amortized revenue).

During the fourth quarter of 2009, a DAP customer’s ground terminal was commissioned and we began generating revenue from providing satellite access time to WorldView-1 to this customer. We will not recognize revenue from a DAP customer until we commission into operation the ground terminal and can provide contractually specified access to our operational satellites. The success of DAP will depend on our ability to secure contracts with potential customers and on our ability to obtain U.S. government approval for contracts with these customers. As described in “Risk Factors — Failure to obtain or maintain regulatory approvals could result in service interruptions or could impede us from executing our business plan,” our failure to obtain approval from the U.S. government for future DAP customers could limit our sales and negatively affect our defense and intelligence revenue.

Defense and Intelligence Revenue

Our defense and intelligence segment consists of customers who are principally defense and intelligence agencies of U.S. or foreign governments. The U.S. government, through NGA, purchases our imagery products and services under the NextView agreement on behalf of various entities within the U.S. government, including the military commands, the CIA, State Department and other government agencies. We also sell to other U.S. defense and intelligence customers including defense and intelligence contractors who provide an additional outlet for our imagery by providing value-added services to our imagery to deliver a final end product to a customer.

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Our defense and intelligence customers focus on image quality, including resolution, frequency of area revisit and coverage, as well as ensuring availability of a certain amount of our capacity as they integrate our products and services into their operational planning. Our customers in this segment typically operate under contracts with purchase commitments, through which we receive monthly, or quarterly payments in exchange for delivering specific orders to the customer. Our revenue from our defense and intelligence customers has historically been largely from tasking orders, with a smaller portion from sales of imagery from our ImageLibrary. We believe this trend will continue. In 2009, we generated approximately 80.5% of our defense and intelligence revenue from paid tasking and 19.5% from our ImageLibrary (treating all of the revenue from the SLA under the NextView agreement as paid tasking and excluding amortized revenue).

In 2008 and 2009, we sold to our defense and intelligence customers both directly and through resellers, with 96.8% and 96.7% of our defense and intelligence revenue coming from direct sales and 3.2% and 3.3% from resellers.

In 2008 and 2009, $207.1 million, or 93.1%, and $214.4 million, or 92.8%, respectively, of our defense and intelligence revenue was generated within the United States and Canada, and $15.3 million, or 6.9%, and $16.6 million, or 7.2%, respectively, was generated from international defense and intelligence customers. In 2008 and 2009, our top five defense and intelligence customers accounted for 97.6% and 96.7%, respectively, of our defense and intelligence revenue. NGA was our only customer that accounted for more than 10% of our revenue in 2008 and 2009. NGA accounted for approximately 73.9% and 75.0%, respectively, of our revenue for the year ended December 31, 2008 and 2009, respectively.

Commercial Revenue

Our commercial business consists of both traditional customers, primarily civil governments, and energy, telecommunications, utility and agricultural companies that use our content for mapping, monitoring, analysis and planning activities, and customers that add our content to enhance and expand the information products and services that they develop and sell to the commercial market. We call this second type of customer an integrated information customer.

Most of our traditional commercial customers purchase our imagery products and services on an as-needed basis, either from the ImageLibrary or by placing tasking orders. By contrast, some of our integrated information customers prefer contracts to maintain access to our imagery archive, or purchase subscriptions to access our ImageLibrary. The majority of revenue from the commercial segment has historically been generated from sales of imagery from our ImageLibrary, with a smaller proportion from tasking orders. We believe this trend will continue in 2010. For the twelve months period ended December 31, 2009, we generated approximately 22.7% of our commercial revenue from paid tasking and 77.3% from our ImageLibrary.

Our commercial customers are located throughout the world. We sell to these customers both directly and through resellers, with 58.6% and 56.6%, respectively of our commercial revenue coming from resellers and 41.4% and 43.4%, respectively, coming from direct sales in 2008 and 2009.

In 2008 and 2009, $27.6 million, or 52.3% and $23.6 million, or 46.4%, respectively, of our commercial revenue was generated in the Americas and $25.2 million or 47.7% and $27.3 million, or 53.6%, respectively, was generated outside of the Americas. In 2008 and 2009, our top five commercial customers accounted for 39.7% and 48.3%, respectively, of our commercial revenue. None of these customers accounted for more than 10% of our revenue in 2008 or 2009. We believe that we will have additional opportunities in some of the countries with developing economies, such as China, India and Russia, and, as a result, we expect that sales long-term growth in our commercial segment will be higher outside of the Americas.

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Expenses

Most of our revenue has come from the sale of products and services comprised of imagery from QuickBird and, since November 2007, WorldView-1. Given that most of the operating costs of a satellite are related to the pre-operation capital expenditures required to build and launch a satellite, there is no significant direct relationship between our cost of revenue and changes in our revenue. Our cost of revenue consists primarily of the cost of personnel, as well as the cost of operations directly associated with operating our satellites, retrieving information from the satellites, and processing the data retrieved. In 2007, we acquired an aerial imagery library when we purchased GlobeXplorer. Costs of acquiring the aerial imagery are amortized on an accelerated basis as a cost of revenue.

Our selling, general and administrative expenses consist primarily of labor, benefits, travel, rent, insurance, utilities and related overhead costs, third-party consultant payments, sales commissions and marketing expenses. Our selling, general and administrative expenses have been increasing in total in recent years, and we expect the increase in costs to continue, as we expand our sales and administrative resources to accommodate our revenue growth, increase capacity for product sales and distribution, and incur costs related to being a public company. As a result, we expect that our selling, general and administrative expenses as a percent of revenue will increase in the near term. As we expand our worldwide presence, we also expect an increase in travel, selling and administrative expenses.

Depreciation and amortization consist primarily of depreciation of our satellites and other operating assets. In 2007, we began recording amortization of intangible assets as a result of the GlobeXplorer acquisition. In November 2007 when WorldView-1 reached FOC, we began depreciating this asset. WorldView-2 became operational on January 4, 2010. Our future earnings will be impacted as we begin depreciating the satellite, which will increase our depreciation expense.

Our interest charges consist primarily of interest payments on borrowings used to finance satellite construction and are capitalized as a cost of our satellite construction. During 2009, all interest incurred was capitalized to our satellite that was under construction. With the successful completion of WorldView-2, interest capitalization will be allocated to the remaining assets under construction. The completion of our satellite construction will impact our earnings by increasing our interest expense now that WorldView-2 is operational, because we may no longer capitalize all of the interest on our debt.

We had net operating losses through 2005 and accumulated a deferred tax asset related to those losses. The accumulated deferred tax assets had a full valuation allowance recorded against it. In 2007, we removed the valuation allowance previously recorded against certain of our net deferred tax assets, based on a determination that it is more likely than not that we will be able to fully use the related deferred tax assets in future years. In 2007, 2008 and 2009, taxable income was substantially offset by the utilization of our net operating loss carryforwards.

With the release of our valuation allowance in 2007, our 2008 income tax expense increased. However, we will not make federal tax payments, other than alternative minimum tax payments, until we fully utilize our net operating loss carryforwards, which is expected to occur during 2011.

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Results of Operations

For the Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

The following tables summarize our historical results of operations for the year ended December 31, 2009 compared to the year ended December 31, 2008, and our expenses as a percentage of revenue for the periods indicated:

	Year Ended
	December 31,						Change
(in millions)	2008			2009			$			Percent
Historical results of operations:
Defense and intelligence revenue	$	222.4		$	231.0		$	8.6			3.9	%
Commercial revenue		52.8			50.9			(1.9	)		(3.6	)
Total revenue		275.2			281.9			6.7			2.4
Cost of revenue excluding depreciation and amortization		28.5			31.1			2.6			9.1
Selling, general and administrative		76.1			88.6			12.5			16.4
Depreciation and amortization		75.7			74.4			(1.3	)		(1.7	)
Income from operations		94.9			87.8			(7.1	)		(7.5	)
Loss from early extinguishment of debt		—			(7.7	)		(7.7	)		*
Loss on derivative instruments		—			(1.8	)		(1.8	)		*
Interest income (expense), net		(3.0	)		0.1			3.1			*
Income before income taxes		91.9			78.4			(13.5	)		(14.7	)
Income tax expense		(38.1	)		(31.0	)		7.1			18.6
Net income	$	53.8		$	47.4		$	(6.4	)		(11.9	)%

* Not meaningful.

	Year Ended
	December 31,
	2008			2009
Expenses as a percentage of revenue:
Total revenue		100.0	%		100.0	%
Cost of revenue excluding depreciation and amortization		10.4			11.0
Selling, general and administrative		27.7			31.4
Depreciation and amortization		27.4			26.4
Income from operations		34.5			31.2
Loss from early extinguishment of debt		—			(2.7	)
Loss on derivative instruments		—			(0.6	)
Interest income (expense), net		(1.1	)		—
Income before income taxes		33.4			27.9
Income tax expense		(13.8	)		(11.0	)
Net income		19.6	%		16.9	%

The Company continued to experience overall growth in revenue year over year through the continued strength of the domestic defense and intelligence revenue. NGA value added projects beyond those contained within the SLA primarily related to web services and 3D imagery produced growth of $6.7 million. Projects and orders under the SLA increased by $1.3 million in 2009. The growth in NGA was offset by $0.7 million decrease in state and local government agencies, primarily due to the weakened economy and cutbacks in spending at the state and local government level. International defense and intelligence revenue increased $1.3 million in 2009 due to growth within Europe with existing customers. In the fourth quarter, one of our DAP customer facilities became operational, and we recognized revenue by providing access to our WorldView-1 satellite.

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Commercial revenue in the Americas had a decrease of $4.0 million. This decline was a result of reduced volume of orders from our reseller network in North and South America. International commercial revenue increased by $2.1 million in 2009 as a result of growth in revenue from Japan and Asia.

We continued to invest in our people and infrastructure, leading to an increase in both cost of revenue and selling, general and administrative costs in absolute terms and as a percent of our total revenue.

Increases in cost of revenue were realized related to increases in production, satellite operations and information technology costs. The $2.6 million increase in expenses is primarily attributable to (i) $1.1 million increase in the amortization of purchased aerial imagery, (ii) $0.8 million increase in expenses resulting from operating equipment and facilities costs, and (iii) $0.5 million in increased labor costs, including stock compensation and bonus accrual. Cost of revenue grew 0.6% as a percentage of revenue in 2009.

The $12.5 million increase in selling, general and administrative costs was attributable to (i) $7.4 million in labor, travel and related benefit costs, (ii) $3.0 million increase in stock compensation as a result of a grant given at the time of the IPO and stock option grants for new board members, (iii) $1.5 million sales commissions to third party consultants, (iv) $0.7 million related to software licenses and hardware costs, (v) increase in bad debt of $0.6 million. These increases were offset by a decrease in consulting and professional services of $1.8 million. Sales, general and administrative expenses increased 3.7% as a percentage of revenue.

Depreciation and amortization decreased by $1.3 million due to a decrease of $1.4 million related to extending the life of the QuickBird satellite. Depreciation will increase upon commissioning of theWorldView-2 satellite.

The loss from early extinguishment of debt for 2009 was $7.7 million due to our issuance of senior secured notes with a face value of $355.0 million in April 2009 and repayment in full of our senior credit facility and our senior subordinated notes. The early extinguishment of debt represents the expensing of the deferred financing costs of $5.9 million related to the senior credit facility and senior subordinated notes, and includes a prepayment penalty of $1.8 million related to the senior subordinated notes.

Due to an amendment made to our senior secured debt in the first quarter of 2009, our swap arrangements became ineffective for accounting purposes and a $1.8 million loss was recorded through earnings. In April 2009, in connection with the repayment of our senior secured notes, our swap was terminated.

The change from interest expense to interest income is primarily due to all interest expense being capitalized in 2009. Due to the fact that our total costs incurred on WorldView-2 exceed our outstanding debt, whereas only a portion of our interest was capitalized in 2008 based on our spending level on the satellite and other projects. Upon operational commissioning of WorldView-2, most of our interest will no longer be capitalized and interest expense will increase. We expect to expense most of our interest expense until we commence construction of another satellite, of which there is no current plan.

The decrease in income tax expense is primarily due to a decrease in pre-tax income. We performed an analysis of our projected 2009 operating results to determine an effective overall tax rate of 40% to be applied for the year. In addition, in the second quarter of 2008 we made an out-of-period adjustment, which resulted in an increase in income tax expense of $1.4 million. In connection with the preparation of the second quarter income tax provision and the 2007 federal income tax return, we became aware of certain adjustments that should have been made to release of the valuation allowance that was recorded in the fourth quarter of 2007. The net operating loss carry forward recorded as a deferred tax asset as of December 31, 2007, and related income tax benefit for the year ended December 31, 2007 should have been reduced by $1.4 million, due to tax basis and related tax depreciation differences.

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For the Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

The following tables summarize our historical results of operations for the year ended December 31, 2008 compared to the year ended December 31, 2007 and our expenses as a percentage of revenue for the periods indicated:

	Year Ended
	December 31,					Change
(in millions)	2007		2008			$			Percent
Historical results of operations:
Defense and intelligence revenue	$	104.3	$	222.4		$	118.1		$	113.2	%
Commercial revenue		47.4		52.8			5.4			11.4
Total revenue		151.7		275.2			123.5			81.4
Cost of revenue excluding depreciation and amortization		22.1		28.5			6.4			29.0
Selling, general and administrative		49.0		76.1			27.1			55.3
Depreciation and amortization		46.8		75.7			28.9			61.8
Income from operations		33.8		94.9			61.1			180.8
Interest income (expense), net		4.1		(3.0	)		(7.1	)		*
Income before income taxes		37.9		91.9			54.0			142.5
Income tax expense (benefit)		57.9		(38.1	)		(96.0	)		*
Net income	$	95.8	$	53.8		$	(42.0	)	$	(43.8	%)

* Not meaningful.

	Year Ended
	December 31,
	2007			2008
Expenses as a percentage of revenue:
Total revenue		100.0	%		100.0	%
Cost of revenue, excluding depreciation and amortization		14.6			10.4
Selling, general and administrative		32.3			27.7
Depreciation and amortization		30.8			27.4
Income from operations		22.3			34.5
Interest income (expense), net		2.7			(1.1	)
Income before income taxes		25.0			33.4
Income tax (expense) benefit		38.2			(13.8	)
Net income		63.2	%		19.6	%

Revenue for the year ended December 31, 2008 increased by $123.5 million, or 81.4%, to $275.2 million from $151.7 million from the year ended December 31, 2007, primarily due to growth in domestic, which includes the U.S. and Canada, defense and intelligence revenue. The $118.1 million growth in defense and intelligence revenue for the year ended December 31, 2008 is primarily due to an increase in sales to NGA under the SLA. Domestic defense and intelligence, including NGA, increased by $115.3 million to $207.1 million from $91.8 million for the year ended December 31, 2007. The increase in NextView revenue of approximately $84.7 million is due to the first full year of operation of WorldView-1. The increase is also attributable to an increase of $8.2 million in revenue from special imagery projects in addition to revenue under the SLA. This increase includes $22.3 million of non-cash pre-FOC deferred revenue related to pre-WorldView-1 launch payments made by NGA pursuant to the NextView contract that was recognized during 2008.

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International defense and intelligence revenue increased $2.8 million, or 22.4%, to $15.3 million from $12.5 million from the year ended December 31, 2007, primarily due to increased revenue from Asia.

Commercial revenue increased by $5.4 million, or 11.4%, to $52.8 million, primarily due to increased international revenue. Domestic commercial revenue increased $0.7 million, or 2.6%, to $27.6 million from $26.9 million from the year ended December 31, 2007 was primarily due to growth in revenue from Central and South America. International commercial revenue increased $4.6 million, or 22.1%, to $25.2 million from $20.6 million from the year ended December 31, 2007, primarily due to growth in revenue from China, India and Europe.

Cost of revenue for the year ended December 31, 2008 increased by $6.4 million, or 29.0%, to $28.5 million from $22.1 million for the year ended December 31, 2007. The increase in expenses is due to the fact that we are no longer deferring certain contract costs and increased operation costs due to a full year of WorldView-1 operation. The increase in expenses is attributable to (i) a $2.6 million increase in the amortization of the aerial imagery library, (ii) $2.1 million related to subcontracted project costs, (iii) an increase in labor costs, stock compensation and bonus expense of $1.5 million, and (iv) an increase in consulting costs of $0.2 million.

Selling, general and administrative expenses for the year ended December 31, 2008 increased by $27.1 million, or 55.3%, to $76.1 million from $49.0 million from the year ended December 31, 2007. The increase is driven by (i) $11.8 million of increased expenses from compensation, travel and related costs resulting from increased headcount, (ii) an increase of $6.0 million in satellite insurance expense related to the first full year of WorldView-1 coverage, (iii) an increase in consulting expenses of $3.8 million, (iv) an increase of $3.5 million in bonus and stock compensation expense, and (v) an increase in marketing expenditures of $0.7 million. Although these expenses grew slower than our revenue in 2008, we believe that these investments are necessary to support the growth of the business.

Depreciation and amortization for the year ended December 31, 2008 increased by $28.9 million, or 61.8%, to $75.7 million from $46.8 million from the year ended December 31, 2007. Depreciation expense increased by $28.9 million for the year ended December 31, 2008 due to a full year of depreciation expense related to the operation of WorldView-1. The increase in WorldView-1 depreciation of $39.5 million was offset by a decrease of $11.1 million related to the extension of the depreciable operational life of QuickBird from March 2009 to November 2010 and $0.5 million of depreciation of other fixed assets acquired during the year. The assessment, performed in January 2008, of the estimated useful life of the QuickBird satellite led to an extension of the useful depreciable operational life of QuickBird, primarily attributable to the reduced consumption of fuel compared to previous estimates. The assessment performed in the third quarter of 2008 did not result in a change to the estimated life of QuickBird.

Interest income (expense), net, for the year ended December 31, 2008 decreased by $7.1 million to $3.0 million of net interest expense from $4.1 million of net interest income for the year ended December 31, 2007. We had interest expense in 2008 of $3.9 million and interest income of $0.9 million. The change from interest income to interest expense is primarily due to lower average cash balances and lower average interest rate returns on cash balances during 2008 as compared to 2007. Prior to the fourth quarter of 2007, when the WorldView-1 satellite became operational, all interest on our debt was being capitalized to the WorldView-1 satellite. Prior to the fourth quarter of 2008, $16.2 million of our interest expense was capitalized. During the fourth quarter of 2008, the amount of capitalized costs for the WorldView-2 satellite exceeded the total value of our outstanding debt and thereafter all interest on our debt was capitalized to the WorldView-2 satellite. We expect to capitalize all interest associated with our debt until the WorldView-2 satellite is launched and operational.

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Income tax expense for the year ended December 31, 2008 increased by $96.0 million to $38.1 million from a tax credit of $57.9 million for the year ended December 31, 2007. The increase is primarily due to the tax benefit in 2007 of $57.9 million reflecting the release of our valuation allowance as we determined that it was more likely than not, that we would utilize a certain portion of our net operating loss carry-forwards. Further, an increase in pre-tax income for the year ended December 31, 2008 compared to year ended December 31, 2007 resulted in higher income tax expense. During 2008, we utilized some of our deferred tax assets. When our deferred tax assets are fully utilized, we will pay cash taxes on our net income. We applied the estimated tax rate for the 2008 year to the quarterly results of operations. A portion of the increase is also due to an out-of-period adjustment that was made during the second quarter of 2008, which resulted in an increase in income tax expense of $1.4 million during the second quarter of 2008. In connection with the preparation of the second quarter income tax provision and the 2007 federal income tax return, we became aware of certain adjustments that should have been made to prior to the release the valuation allowance that was recorded in the fourth quarter of 2007. The net operating loss carryforward recorded as a deferred tax asset as of December 31, 2007 and related income tax benefit for the year ended December 31, 2007 should have been reduced by $1.4 million, due to tax basis and related tax depreciation differences. Prior to the fourth quarter of 2007, we held a full valuation allowance against our deferred tax related to net operating losses and only recognized alternative minimum tax expense.

Liquidity and Capital Resources

We believe that the combination of funds currently available to us and funds expected to be generated from operations will be adequate to finance our operations and development activities for the next twelve months. Our NextView contract with the US Government is scheduled to expire on March 31, 2010. The US Government has options to extend the contract for an additional nine months through December 31, 2010. Although we expect, for the US government to extend the contract, we cannot assure you that the U.S. Government will continue to purchase earth imagery from us at similar levels. Regardless of whether or not this contract is extended or renewed,all of our contracts with the U.S. government agencies are subject to risks of termination or reduction in scope due to changes in U. S. government policies, priorities or Congressional funding level commitments to various agencies Pursuant to the contract terms, U. S. Government agencies can terminate or suspend our contracts at any time with or without cause. The U.S. Government accounted for approximately 75% of our consolidated revenue for the year ended December 31, 2009. We believe that existing cash and cash equivalents as of December 31, 2009 plus anticipated cash flow will be sufficient to fund anticipated operations and capital expenditures through 2010. If the US Government were not to renew or extend our contract at similar levels, we believe we would be able to maintain operations with existing cash and cash equivalents through 2010, however, if necessary we could reduce operating expenses and/or defer capital expenditures.

In April 2009, we issued $341.8 million accreted value of our senior secured notes and used $280.3 million of the net proceeds to repay in full our senior credit facility and senior subordinated notes and will use the remaining balance for transaction costs and general corporate purposes. The note transaction resulted in net proceeds to us after giving effect to the debt repayment, increased cash interest expense and an extension of debt maturities. As of the issuance date of the senior secured notes, we estimate that our cumulative spending on the WorldView-2 satellite exceeded the accreted value of our debt. Therefore, we capitalized all of the interest expense, including the accretion of the debt discount and amortization of debt issue costs on the notes to the WorldView-2 satellite until we reached commissioning of the satellite in early 2010.

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In summary, our cash flows were:

(in millions)	2007			2008			2009
Net cash provided by operating activities	$	80.1		$	144.4		$	143.3
Net cash used in investing activities		(157.8	)		(143.5	)		(191.1	)
Net cash provided by (used in) financing activities	$	(2.4	)	$	37.0		$	84.0

In 2009, cash flows provided by operating activities decreased by $1.1 million from 2008. Our net income decreased $6.4 million as compared to 2008, driven by growth in operating expenses at a faster rate than our revenue growth. This lower net income resulted in a decrease in utilization of deferred tax assets, specifically net operating losses. Due to our debt refinancing in the second quarter of 2009, these decreases were offset by a $5.3 million non-cash charge related to the write off of debt financing fees and increased amortization related to our aerial image library.

Cash flows used in investing activities increased by $47.6 million in 2009 due to an increase in capital expenditures of $24.8 million as compared to 2008. This increase was primarily due to the costs related to the launch and commissioning of our WorldView-2 satellite, including costs related to insuring the WorldView-2 satellite launch. We had modestly higher non-satellite capital expenditures related to increased storage and distribution assets necessary to manage our imagery data. Investing activities increased $21.4 million from 2008 as a result of entering into letters of credit to secure future delivery of products and services under DAP contracts.

Cash flows from financing activities increased $47.0 million from 2008 as a result of $60.9 million raised in our second quarter 2009 senior notes offering and $19.0 million from our IPO also in the second quarter 2009.

In 2008, cash flow from operating activities increased by $64.3 million primarily driven by the first year of operation under the NextView SLA. The increase was largely driven by the decrease in net income, offset by the change in deferred income taxes. In 2007, we released the valuation allowance associated with the deferred tax assets and recorded a benefit of $57.9 million. In 2008, we began recording income tax expense. In addition, in 2008, we recorded an increase in non-cash recognition of deferred revenue of $22.3 million related to the full year of amortization of pre-FOC payments received from NGA and an increase in depreciation expense of $28.9 million primarily due to the first full year of depreciation of the WorldView-1 satellite.

In 2008, cash flows used in investing activities decreased by $14.3 million from 2007. Construction in progress additions decreased due to the completion and launch of the WorldView-1 satellite in September 2007.

In 2008, cash provided by (used in) financing activities increased by $39.4 million. The increase is due to issuance of $40.0 million of senior subordinated notes in February 2008 with net proceeds of $38.5 million.

Senior Credit Facility and Senior Subordinated Notes

In April 2009, we repaid in full our $230.0 million senior credit facility and our senior subordinated notes with the proceeds from the issuance of our senior secured notes.

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Senior Secured Notes

On April 28, 2009, we issued $355.0 million principal amount of our senior secured notes. Gross proceeds of $341.8 million were used to repay our senior credit facility and senior subordinated notes in full and pay fees and expenses associated with the transaction. The remaining proceeds will be used for general corporate purposes. The senior secured notes mature on May 1, 2014. The senior secured notes are guaranteed by our subsidiaries and secured by nearly all of our assets, including the shares of capital stock of our subsidiaries, and the QuickBird, WorldView-1 and WorldView-2 satellites in operation. The senior secured notes bear interest at the rate of 10.5% per annum. Interest is payable semi-annually on May 1 and November 1 of each year.

We may redeem some or all of the senior secured notes after May 1, 2012, at a redemption price equal to 105.25% of their principal amount through May 1, 2013 and 100% thereafter plus, in each case, accrued and unpaid interest. In addition, at any time on or prior to May 1, 2012, we may redeem up to 35% of the aggregate principal amount of the senior secured notes with the net cash proceeds of certain equity offerings at 110.5% of the principal amount plus accrued and unpaid interest. In the event of certain change of control events, we must give holders of the senior secured notes an opportunity to sell us their notes at a purchase price of 101% of the accreted value of such notes, plus accrued and unpaid interest.

The indenture governing the senior secured notes contains a number of significant restrictions and covenants that, among other things, limit our ability to incur additional indebtedness, make investments, pay dividends or make distributions to our stockholders, grant liens on our assets, sell assets, enter into a new or different line of business, enter into transactions with our affiliates, merge or consolidate with other entities or transfer all or substantially all of our assets, and enter into sale and leaseback transactions. The credit market turmoil could negatively impact our ability to obtain future financing or to refinance our outstanding indebtedness.

Off-Balance Sheet Arrangements, Contractual Obligations, Guaranty and Indemnification Obligations

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2009.

Contractual Obligations

We have various contractual obligations impacting our liquidity. The following represents our contractual obligations as of December 31, 2009:

	Payments Due by Period
			Less Than 1		1-3		3-5		More Than 5
(in millions)	Total		Year		Years		Years		Years
Operating leases	$	17.0	$	3.3	$	7.5	$	4.8	$	1.4
Senior secured notes excluding interest payments		355.0		—		—		355.0		—
Interest payments for senior secured notes		167.8		37.3		74.6		55.9		—
Contractual obligations		48.5		13.0		28.6		6.9		—
Total	$	588.3	$	53.6	$	110.7	$	422.6	$	1.4

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Payments due on our senior secured notes totaled $355.0 million due at maturity date of May 2014, excluding interest. Interest expense is due semi-annually in May and November. Contractual obligations are remaining amounts due on long term contracts. Our operating leases are primarily for office space in the United States. We generally believe leasing office space is more cost-effective than purchasing real estate.

Guaranty and Indemnification Obligations

We enter into agreements in the ordinary course of business with resellers and others. Most of these agreements require us to indemnify the other party against third-party claims alleging that one of our products infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right. Certain of these agreements require us to indemnify the other party against claims relating to property damage, personal injury or acts or omissions by us, our employees, agents or representatives. In addition, from time to time we have made guarantees regarding the performance of our systems to our customers.

Critical Accounting Policies

Our consolidated financial statements are based on the selection and application of U.S. Generally Accepted Accounting Principles (GAAP) that require us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and the accompanying notes. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements. We believe that the policies set forth below may involve a higher degree of judgment and complexity in their application than our other accounting policies and represent the critical accounting policies used in the preparation of our financial statements. If different assumptions or conditions were to prevail, the results could be materially different from our reported results. Our significant accounting policies are presented within Note 2 to our consolidated financial statements included elsewhere in this annual report.

Revenue Recognition

Our principal source of revenue is the licensing of earth imagery products and services for end users and resellers. Revenue is recognized when an arrangement exists, the solution has been delivered to our customers, the fee is fixed or determinable and the collection of funds is reasonably assured. We have a limited number of agreements with multiple deliverables that we review to determine whether any or all of the deliverables can be separated from one another. If separable, revenue is allocated to the various deliverables based on their relative fair value and recognized for each deliverable when the revenue recognition criteria for that specific deliverable are achieved.

All direct costs are expensed as a cost of revenue. An allowance for doubtful accounts receivable is provided for at the end of each period, based upon management’s assessment of the collectability of outstanding accounts receivable.

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Our revenue is generated from: (i) licenses of imagery; (ii) subscription services; and (iii) the recognition of deferred revenue. We recognize revenue from each of our revenue sources as follows:

•	Licenses. Revenue from sales of imagery licenses is recognized when the images are physically delivered to the customer or, in the case of electronic delivery, when the customer is able to directly download the image off of our system. Revenue is recognized net or authorized contractually agreed discounts.
•	Subscriptions. We have several products and services that allow customers to access imagery on-line and manipulate the imagery before delivery. Customers pay for the subscription at the beginning of the subscription period. The subscription revenue is recorded as deferred revenue and recognized ratably over the subscription period. In addition, we have other arrangements in which the customer pays for their subscription to one of the Company’s web-based products by prepaying for a set number of product accesses (for instance each time users click on an image of their home). Each time a product is accessed, a portion of the customer’s prepayment is earned. These prepayments are recorded as deferred revenue when received and the revenue is recognized based on the number of times the product is accessed. Revenue is recognized net or authorized contractually agreed discounts.
•	Subscription-Type Arrangements. We enter into subscription-type arrangements with customers whereby a bundle of services and/or multiple deliverables are contracted for delivery over a specified period of time. Revenue from this type of arrangement is recognized either ratably over the term of the arrangement or periodically throughout the term based on proportional performance.
•	Service Level Agreements. We recognize service level agreement revenue net of any allowances resulting from failure to meet certain stated monthly performance metrics. Net revenue is recognized each month because the fee for each month is fixed and non-refundable and is for a defined and fixed level of service each month.
•	Deferred Revenue. Our deferred revenue is composed of payments received in advance of recognition of revenue, the majority of which relate to the following types of arrangements: (i) prepayments from NGA; (ii) the DAP; and (iii) subscription arrangements. All fees received in connection with direct access facility construction have been recorded as deferred revenue and all costs incurred have been recorded as deferred contract costs. Upon commencement of DAP operations deferred revenue and related deferred contract costs will be amortized into the income statement over the estimated customer relationship period.
	In connection with the initial contract under the DAP, in 2005 we received an upfront payment of $10.0 million from Hitachi Software. The upfront payment is included in deferred revenue and will be recognized to revenue over the estimated customer relationship period (WorldView-2 life) upon commencement of the DAP operations. We will be evaluating the estimated customer relationship period when events suggest the period may have changed or at least on an annual basis, and may make adjustments to the amortization period if a change to the estimated life of the relationship is made.

The following additional recognition policies have been applied for significant contracts.

NGA paid us $266.0 million to partially offset the cost of the construction and launch of WorldView-1. These payments were recorded as deferred revenue when received. When WorldView-1 reached FOC in November 2007, we began recognizing the deferred revenue on a straight line basis over the estimated useful life of WorldView-1, which we use as a proxy for the estimated customer relationship period of 10.5 years. We will be evaluating the estimated customer relationship period when events suggest the period may have changed or at least on an annual basis, and may make adjustments to the amortization period if a change to the estimated life of the relationship is made.

Occasionally, we enter into contracts with customers that are required to be deferred over a period of time. If the contract does not have a specified contractual life, we make an assessment as to the likely term of the remaining period of the contractual relationship with the customer. A review of the contractual relationship is performed by management quarterly, and, as such, the potential amortization of the deferred revenue may be adjusted as appropriate.

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Accounting for Stock Options

We apply the fair value recognition provisions of stock-based compensation expense and measures stock compensation at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period.

In order to determine the fair value of our common stock on the date of grant for purposes of calculating the fair value of our stock option grants, we utilize the most recent publicly traded stock price on the grant date.

Since our common stock has not been publicly traded long enough to substantiate a history of volatility, we established a peer group of comparable publicly traded companies and utilized their reported cash operating earnings and revenue multiples as of each valuation date. At each valuation date, we reviewed the companies that comprise the peer group and, from time to time have changed the composition of the peer group, based on changes to our business or the business of the comparable companies and other factors outside of our control, such as mergers and consolidations.

At each stock option grant date, we utilized the peer group data to calculate our expected volatility. Expected volatility was based on comparable companies’ four-year history for options granted prior to 2009, and five-year history for options granted during 2009. Expected term and forfeiture rate were based on existing employee exercise patterns and our historical pre-vested forfeiture experience. The risk-free rate was based on an average of the yields of the treasury note with a maturity corresponding to the expected option life assumed at the grant date.

Changes to the underlying assumptions, including increased forfeiture rates, may have a significant impact on the underlying value of the stock options, which could have a material impact on our financial statements. As of December 31, 2009, there was a total of $10.8 million of unrecognized expense, which will be recognized over a weighted average period of 2.7 years.

Property and Equipment

Property and equipment are recorded at cost. The cost of our satellite includes capitalized interest cost incurred during the construction and development period. In addition, capitalized costs of our satellite and related ground systems include internal direct labor costs incurred in the construction and development, as well as depreciation costs related to assets which support the construction and development of our satellite and related ground systems. Ground systems are placed into service when they are ready for their intended use. While under construction, the costs of our satellites are capitalized during the construction phase, assuming the eventual successful launch and in-orbit operation of the satellite. If a satellite were to fail during launch or while in-orbit, the resulting loss would be charged to expense in the period in which such loss were to occur. The amount of any such loss would be reduced to the extent of insurance proceeds received as a result of the launch or in-orbit failure.

We capitalize certain internal and external software development costs incurred to develop software for internal use. We expense the costs of developing computer software until the software has reached the application development stage and capitalize all costs incurred from that time until the software is ready for its intended use, at which time amortization of the capitalized costs begins. Determination of when the software has reached the application development stage is based upon completion of conceptual designs, evaluation of alternative designs and performance requirements. Costs of major enhancements to internal use software are capitalized while routine maintenance of existing software is charged to expense as incurred. The determination of when the software is in the application development stage and the ongoing assessment of the recoverability of capitalized computer software development costs requires considerable judgment by management with respect to certain factors, including, but not limited to estimated economic life and changes in software and hardware technology.

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Internal use capitalized software costs are amortized on a product-by-product basis over their expected useful life, which is generally three to five years. Software costs that are directly related to a satellite are capitalized with the satellite and amortized over the satellites useful life. Amortization expense related to capitalized software costs, exclusive of software costs amortized as part of the cost of our satellites, was $8.1 million, $7.2 million and $7.5 million, for the years ended December 31, 2007, 2008 and 2009, respectively.

Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, such as three to seven years for computer equipment and seven to ten and one half years for most other assets, including the satellite and ground stations. Leasehold improvements and assets used pursuant to capital-lease obligations are amortized on a straight-line basis over the shorter of their useful lives or lease terms; such amortization is included in depreciation expense. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in operations. Repairs and maintenance are expensed as incurred.

Asset Valuation and Estimated Useful Lives

Asset valuation includes assessing the recorded value of certain assets, including accounts receivable, goodwill, capitalized contract and related satellite costs and other intangible assets. We use a variety of factors to assess valuation, depending upon the asset. Accounts receivable are evaluated based upon the creditworthiness of our customers, historical experience, the age of the receivable and current market and economic conditions. Should current market and economic conditions deteriorate or if our other assumptions are not met, our actual bad debt experience could exceed our estimate.

We capitalize interest, an allocated portion of launch insurance premiums, contract costs and internal direct labor costs incurred in, and depreciation costs related to assets that support the construction and development of our satellites and related ground systems. Once a satellite is operational, we depreciate the asset over the expected operational life. Changes in the estimates of the operational life of the asset are reflected in subsequent periods as adjustments to future depreciation expenses.

Following each launch, and at least annually thereafter, we review the expected operational life of our satellites. We determine a satellite’s expected operational life using a complex calculation involving the probabilities of failure of the satellite’s components from design or manufacturing defects, environmental stresses or other causes. The expected operational lives of our satellites are affected by a number of factors, including the quality of construction, the supply of fuel, the expected gradual environmental degradation of solar panels and other components, levels of solar radiation, the durability of various satellite components and the orbits in which the satellites are placed.

Other intangible assets are evaluated based upon the expected period during which the asset will be utilized, forecasted cash flows, changes in technology and customer demand. Changes in judgments on any of these factors could materially impact the value of the asset. The fair value of our reporting units is based upon a discounted cash flow analysis, which is used to determine if we have a goodwill impairment. The analysis considers estimated revenue and expense growth rates. The estimates are based upon our historical experience and projections of future activity, considering customer demand, changes in technology and a cost structure necessary to achieve the related revenue. Changes in judgments on any of these factors could materially impact the value of the asset.

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In determining the purchase price allocation in connection with the GlobeXplorer acquisition, we obtained projected financial results from GlobeXplorer, adjusted those projections based on our knowledge of the market and then valued GlobeXplorer with a discounted cash flow model using those projections, an appropriate weighted cost of capital as a discount factor and an appropriate terminal multiple of earnings before interest, taxes, depreciation and amortization. After our initial valuation, we allocated the purchase price by performing a discounted cash flow valuation of GlobeXplorer’s business, the value of customer relationships, the value of the core technology and the value of certain relationships with prior management.

Income Taxes

The current provision for income taxes represents actual or estimated amounts payable or refundable on tax returns filed each year. Deferred tax assets and liabilities are recognized for the estimated future tax effects attributable to the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in enacted tax laws is recognized as an adjustment to the tax provision or benefit in the period of enactment. The overall change in deferred tax assets and liabilities during the period is equal to the deferred tax expense or benefit for the period. The carrying value of deferred tax assets may be reduced by a valuation allowance if, based upon the judgmental assessment of available evidence, it is deemed more likely than not that some or all of the deferred tax assets will not be realizable.

As of December 31, 2009, there are no income tax positions for which the unrecognized tax benefits will significantly increase or decrease during the next twelve months. Tax years still open for examination by federal and major state agencies as of December 31, 2009 are 1996 through 2009. Federal and state agencies may disallow research tax carryforwards, net operating loss carryforwards and other carryforwards previously claimed.

As of December 31, 2009, we had federal and state net operating loss carryforwards of $214.8 million and $189.1 million, respectively, available to offset future federal and state taxable income. If not used, the net operating loss carryforwards will expire at various times during the period from 2010 to 2029. Under Section 382 of the Internal Revenue Code of 1986, or the Code, in general, an aggregate increase of more than 50% in the percentage ownership in value of our stock by 5% or greater stockholders (including public groups) over a running three-year period constitutes an “ownership change” for federal income tax purposes. Such an ownership change may limit our ability to use, for both regular and alternative minimum tax purposes, any net operating loss carryforwards attributable to the periods prior to the ownership change. We believe that such ownership changes have occurred and may occur in the future to further limit the use of our net operating loss carryforwards. We also believe that any future ownership changes should not have a material adverse effect on the use of our existing net operating loss carryforwards. In 2009, we generated a taxable loss resulting from accelerated depreciation on the WorldView-2 satellite. Current tax legislation allows this loss to be carried back to prior years which will reduce prior years AMT income to zero and will generate a refund of all previously paid AMT.

Recently Adopted Accounting Standards

In June 2009, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification did not have an impact on our Consolidated Financial Statements upon adoptions. Accordingly, our disclosures will explain accounting concepts rather than site specific topics of GAAP.

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In May 2009, the FASB issued new accounting guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events, whether that evaluation date is the date of issuance or the date the financial statements were available to be issued, and alerts all users of financial statements that an entity has not evaluated subsequent events after that evaluation date in the financial statements being presented. The guidance is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. The guidance became effective for the Company on April 1, 2009. The adoption of this guidance had no impact on its Consolidated Financial Statements.

In April 2008, the FASB issued new accounting guidance which defines the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The Company adopted this guidance on January 1, 2009 and the adoption did not have a material effect on the presentation or classification on the assets in the financial statements.

In March 2008, the FASB issued new accounting guidance that requires additional disclosures regarding: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. In addition, requires qualitative disclosures about objectives and strategies for using derivatives described in the context of an entity’s risk exposures, quantitative disclosures about the location and fair value of derivative instruments and associated gains and losses, and disclosures about credit-risk-related contingent features in derivative instruments. The requirements under this guidance must be applied as authoritative guidance for fiscal years and interim periods within these fiscal years, beginning after November 15, 2008. The Company has adopted this guidance effective January 1, 2009 and there was not a material effect on the presentation or classification of these activities in our financial statements.

In February 2008, FASB issued authoritative guidance that addresses fair value measurements for purposes of lease classification or measurement. In October 2008, the FASB issued additional authoritative guidance which clarifies the application of determining fair value when the market for a financial asset is inactive. Specifically, this guidance clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value.

In December 2007, the FASB issued new accounting guidance which expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. Further, the guidance also requires that all assets, liabilities, contingent considerations, and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, all acquisition costs are generally expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, changes in accounting for deferred tax asset valuation allowances be expensed after the measurement period, and acquired income tax uncertainties be expensed after the measurement period. The requirements under this guidance must be applied for years beginning after December 15, 2008 with early adoption prohibited. The adoption of this guidance will impact any of our future acquisitions.

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In December 2007, the FASB issued further accounting guidance, which requires revenue generated and costs incurred by the parties in the collaborative arrangement be reported in the appropriate line in each company’s financial statement and not account for such arrangements on the equity method of accounting. Further, the guidance also includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, and the amount and income statement classification of collaboration transactions between the parties. The requirements under this guidance must be applied for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and shall be applied retrospectively (if practicable) to all prior periods presented for all collaborative arrangements existing as of the effective date. The Company has adopted this guidance effective January 1, 2009 and the adoption did not have a material effect on the consolidated financial statement presentation.

New Accounting Pronouncements

In October 2009, the FASB issued new accounting guidance that enables vendors to account for products or services sold to customers (deliverables) separately rather than as a combined unit, as was generally required by past guidance. The revised guidance provides for two significant changes to the existing multiple element revenue arrangements guidance. The first change relates to the determination of when the individual deliverables included in a multiple element arrangement may be treated as separate units of accounting. The second change modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The first change will likely result in the requirement to separate more deliverables within an arrangement, ultimately leading to less revenue deferral. Together, these changes are likely to result in earlier recognition of revenue and related costs for multiple-element arrangements than under previous guidance. This guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The guidance is required to be adopted in fiscal years beginning on or after June 15, 2010; however, early adoption is permitted. We are currently evaluating the effects on the presentation, classification, and recognition of revenue arrangements that may be affected by this guidance.

In October 2009, the FASB issued new accounting guidance that changes the accounting model for revenue arrangements that include both tangible products and software elements so that tangible products containing software components and non software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue guidance. In addition, the guidance requires that hardware components of a tangible product containing software components always be excluded from the software revenue guidance. The guidance is required to be adopted in fiscal years beginning on or after June 15, 2010; however, early adoption is permitted. We are currently evaluating the effects on the presentation, classification, and recognition of revenue arrangements that may be affected by this guidance.

Seasonality

We do not expect seasonality to have a material impact on our business in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not currently have any material interest rate risk exposure. Our debt bears interest at a fixed rate.

We are exposed to various market risks that arise from transactions entered into in the normal course of business. Certain contractual relationships with customers and vendors mitigate risks from currency exchange rate changes that arise from normal purchasing and normal sales activities.

We do not currently have any material foreign currency exposure. Our revenue contracts are primarily denominated in U.S. dollars and the majority of our purchase contracts are denominated in U.S. dollars.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		44
Consolidated Income Statements		45
Consolidated Balance Sheets		46
Consolidated Statements of Cash Flows		47
Consolidated Statements of Stockholders’ Equity and Statements of Comprehensive Income		48
Notes to Consolidated Financial Statements		49

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of DigitalGlobe, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, cash flows, and stockholders’ equity and comprehensive income present fairly, in all material respects, the financial position of DigitalGlobe, Inc. and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Denver, Colorado
February 24, 2010

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DigitalGlobe, Inc.

Consolidated Income Statements

	For the Year Ended December 31,
(in millions, except share and per share data)	2007		2008			2009
Revenue	$	151.7	$	275.2		$	281.9
Costs and expenses:
Cost of revenue, excluding depreciation and amortization		22.1		28.5			31.1
Selling, general and administrative		49.0		76.1			88.6
Depreciation and amortization		46.8		75.7			74.4
Income from operations		33.8		94.9			87.8
Loss from early extinguishment of debt		—		—			(7.7	)
Loss on derivative instruments		—		—			(1.8	)
Interest income (expense), net		4.1		(3.0	)		0.1
Income before income taxes		37.9		91.9			78.4
Income tax (expense) benefit		57.9		(38.1	)		(31.0	)
Net income	$	95.8	$	53.8		$	47.4
Earnings per share:
Basic earnings per share	$	2.21	$	1.24		$	1.07
Diluted earnings per share	$	2.18	$	1.22		$	1.06
Weighted average common shares outstanding:
Basic		43,269,243		43,513,506			44,234,019
Diluted		43,993,589		44,100,898			44,859,992

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 45 of 85

DigitalGlobe, Inc.

Consolidated Balance Sheets

	As of December 31,
(in millions)	2008			2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	60.8		$	97.0
Restricted cash		2.5			7.3
Accounts receivable, net of allowance for doubtful accounts of $0.9 and $1.2, respectively		44.3			49.7
Accounts receivable from related party		2.5			—
Aerial image library		4.9			—
Prepaid and current assets		5.8			12.0
Income taxes receivable		—			3.9
Deferred taxes		24.9			1.7
Total current assets		145.7			171.6
Property and equipment, net of accumulated depreciation of $288.6 and $361.1, respectively		792.9			891.0
Goodwill		8.7			8.7
Intangibles, net of accumulated amortization of $5.4 and $7.2, respectively		3.6			1.8
Aerial image library		—			5.4
Long-term restricted cash		—			16.7
Long-term deferred contract costs		5.7			36.2
Long-term deferred contract costs from related party		15.9			—
Other assets, net		7.7			9.1
Total assets	$	980.2		$	1,140.5
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	0.7		$	4.3
Accounts payable to related party		1.8			—
Accrued interest		3.5			6.2
Other accrued liabilities		20.6			17.9
Other accrued liabilities to related party		2.7			—
Current portion of deferred revenue		28.1			32.8
Total current liabilities		57.4			61.2
Deferred revenue		214.9			239.6
Deferred revenue related party		24.7			—
Deferred lease incentive		6.3			5.4
Long-term debt		230.0			343.5
Long-term debt and accrued interest to related parties		44.6			—
Long-term deferred tax liability		—			11.3
Total liabilities	$	577.9		$	661.0
COMMITMENTS AND CONTINGENCIES (Note 14)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; 24,000,000 shares authorized; no shares issued and outstanding at December 31, 2008 and December 31, 2009		—			—
Common stock; $0.001 par value; 250,000,000 shares authorized; 43,468,941 shares issued and outstanding at December 31, 2008 and 45,122,593 shares issued and outstanding at December 31, 2009		0.2			0.2
Treasury stock, at cost; 21,555 shares at December 31, 2008 and 44,039 December 31, 2009		(0.2	)		(0.7	)
Additional paid-in capital		467.2			496.0
Accumulated other comprehensive income (loss)		(1.5	)		—
Accumulated deficit		(63.4	)		(16.0	)
Total stockholders’ equity		402.3			479.5
Total liabilities and stockholders’ equity	$	980.2		$	1,140.5

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 46 of 85

DigitalGlobe, Inc.

Consolidated Statements of Cash Flows

	For the Year Ended December 31,
(in millions)	2007			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	95.8		$	53.8		$	47.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		46.8			75.7			74.4
Non-cash recognition of deferred revenue		(3.2	)		(25.5	)		(26.6	)
Non-cash amortization		2.6			1.5			5.3
Non-cash stock compensation expense		2.6			4.2			7.2
Amortization of debt issuance costs		0.2			0.3			—
Write off of debt financing fees		—			—			5.3
Deferred income taxes		(59.1	)		34.7			33.6
Changes in working capital, net of investing activities:
Accounts receivable, net		(28.5	)		(3.2	)		(2.6	)
Accounts receivable from related party		(2.2	)		3.0			(0.3	)
Income tax receivable		—			—			(3.9	)
Aerial image library		(4.2	)		(2.6	)		(6.1	)
Prepaids and other assets		(4.0	)		1.9			(6.3	)
Accounts payable		(3.3	)		(1.5	)		1.5
Accounts payable and accrued liabilities to related parties		1.6			(1.1	)		3.5
Accrued liabilities		0.8			8.1			(5.0	)
Deferred contract costs from related party		(5.6	)		(10.3	)		(15.3	)
Deferred revenue		31.1			(1.9	)		29.1
Deferred revenue related party		7.9			6.5			2.1
Deferred lease incentive		0.8			0.8			—
Net cash flows provided by operating activities		80.1			144.4			143.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction in progress additions		(233.4	)		(131.8	)		(155.9	)
Other property, equipment and intangible additions		(4.7	)		(10.2	)		(10.9	)
Acquisition, net of cash acquired		(9.4	)		—			—
Decrease (increase) in restricted cash		3.8			(0.1	)		(21.5	)
Settlements from derivative instrument		0.2			(1.4	)		(2.8	)
Purchases of investments available-for-sale		(163.5	)		—			—
Sale of investments available-for-sale		249.2			—			—
Net cash flows used in investing activities		(157.8	)		(143.5	)		(191.1	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt, net of issuance costs		—			38.5			330.9
Proceeds from initial public offering, net of issuance costs		—			(2.7	)		21.7
Repayment of notes		—			—			(270.0	)
Stock issuance costs		(2.0	)		—			—
Repurchase of common stock		—			—			(0.5	)
Proceeds from exercise of stock options		0.7			1.2			1.9
Loan amendment fee		(1.1	)		—			—
Net cash flows provided by (used in) financing activities		(2.4	)		37.0			84.0
Net increase (decrease) in cash and cash equivalents		(80.1	)		37.9			36.2
Cash and cash equivalents, beginning of period		103.0			22.9			60.8
Cash and cash equivalents, end of period	$	22.9		$	60.8		$	97.0
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized	$	0.7		$	—		$	—
Cash paid for income taxes	$	1.3		$	2.2		$	2.4
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash items capitalized in construction in progress	$	1.6		$	—		$	6.8
Changes to non-cash property and equipment accruals, including interest	$	0.3		$	10.1		$	2.9
Common stock issued for the GlobeXplorer acquisition	$	11.3		$	—		$	—

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 47 of 85

DigitalGlobe, Inc.

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

																Accumulated						Total
	Common Stock				Treasury Stock						Additional		Accumulated			Comprehensive			Comprehensive			Stockholders’
	Shares		Amount		Shares			Amount			Paid-in		Deficit			Income (Loss)			Income (Loss)			Equity
Balance at December 31, 2006		42,748,625	$	0.2		(20,371	)	$	(0.2	)	$	446.8	$	(213.0	)	$	1.1		$	10.0		$	234.9
Common stock issued in connection with acquisition		500,000		—		—			—			11.3		—			—			—			11.3
Stock issued upon exercise of stock options		93,530		—		—			—			0.7		—			—			—			0.7
Stock compensation expense, net of forfeitures		—		—		—			—			2.7		—			—			—			2.7
Effective financial derivatives, net of tax		—		—		—			—			—		—			(0.8	)		(0.8	)		(0.8	)
Net income		—		—		—			—			—		95.8			—			95.8			95.8
Balance at December 31, 2007		43,342,155	$	0.2		(20,371	)	$	(0.2	)	$	461.5	$	(117.2	)	$	0.3		$	95.0		$	344.6
Exercise of common stock options to Employees		126,786		—		—			—			1.2		—			—			—			1.2
Repurchase common stock		—		—		(1,184	)		—			—		—			—			—			—
Stock compensation expense, net of forfeitures		—		—		—			—			4.5		—			—			—			4.5
Effective financial derivatives, net of tax		—		—		—			—			—		—			(1.8	)		(1.8	)		(1.8	)
Net income		—		—		—			—			—		53.8			—			53.8			53.8
Balance at December 31, 2008		43,468,941	$	0.2		(21,555	)	$	(0.2	)	$	467.2	$	(63.4	)	$	(1.5	)	$	52.0		$	402.3
Stock issued upon exercise of stock options		248,377		—					—			1.9		—			—			—			1.9
Common stock issued in connection with successful initial public offering		1,395,275										19.0		—			—			—			19.0
Repurchase common stock		—		—		(22,484	)		(0.5	)		—		—			—			—			(0.5	)
Vesting of restricted stock		10,000		—		—			—			—		—			—			—			—
Stock compensation expense, net of forfeitures		—		—		—			—			7.9		—			—			—			7.9
Effective financial derivatives, net of tax		—		—		—			—			—		—			1.5			1.5			1.5
Net income		—		—		—			—			—		47.4			—			47.4			47.4
Balance at December 31, 2009		45,122,593	$	0.2		(44,039	)	$	(0.7	)	$	496.0	$	(16.0	)	$	—		$	48.9		$	479.5

The accompanying notes are an integral part of these Consolidated Financial Statements.

Page 48 of 85

(Dollars in millions except for share and per share data, unless otherwise noted)

NOTE 1. General Information and Financial Condition

DigitalGlobe, Inc. (DigitalGlobe, the Company or we) was originally incorporated as EarthWatch, Incorporated on September 30, 1994 under the laws of the State of Colorado and, on August 21, 1995, was reincorporated under the laws of the State of Delaware. We commenced development stage operations on March 31, 1995 with the contribution of the net assets of WorldView Imaging Corporation and certain assets of Ball Corporation. On August 22, 2002, we changed our name to DigitalGlobe, Inc.

We are a provider of commercial high-resolution earth imagery products and services. We have customers in both the (i) defense and intelligence and (ii) commercial sectors.

We successfully launched and deployed the QuickBird satellite on October 18, 2001, and completed initial on-orbit calibration and commissioning in February 2002, at which time we began selling imagery collected by the satellite. Since that time, we have been operating the QuickBird satellite and associated ground processing systems to generate 61-cm resolution black and white and 2.44-meter multi-spectral products.

On January 4, 2007, the Company acquired GlobeXplorer, LLC and AirPhotoUSA, LLC. In January 2008, the Company discontinued the use of the GlobeXplorer and AirPhoto USA names. All operations are now reported under the DigitalGlobe name.

On September 18, 2007, the Company successfully launched the WorldView-1 satellite. On November 16, 2007, the National Geospatial-Intelligence Agency (NGA) of the United States government, our largest customer, certified that the WorldView-1 satellite had satisfied the performance metrics under the terms of the NextView agreement (described below) and declared the WorldView-1 satellite to have achieved full operational capability (FOC).

On May 14, 2009, the Company completed an initial public offering consisting of 14,700,000 shares of common stock at $19.00 per share. The total shares sold in the offering included 13,333,744 shares sold by selling shareholders and 1,366,256 shares sold by the Company. Cash proceeds to the Company amounted to $24.1 million (net of $1.8 million of underwriters’ discount). These proceeds were offset in equity by $5.1 million of offering costs of which $2.4 million were paid in 2009.

In September 2003, we entered into the NextView agreement with NGA, under which we agreed to provide a minimum of $531.0 million of imagery products and services from our WorldView-1 satellite. Of this amount, $266.0 million was received between September 2003 and November 2007, the date WorldView-1 became operational, and was used to offset the construction costs of the satellite. The remaining $265.0 million commitment was to be received upon the delivery of imagery once WorldView-1 achieved FOC. On June 25, 2009, the NextView agreement was amended to extend the term from July 31, 2009 through March 31, 2010 in consideration for payment of an additional $100.0 million, payable at $12.5 million per month during the extended term. The amendment also provides an option for NGA to extend the agreement on the same terms for an additional nine months, from April 1, 2010 through December 31, 2010.

Page 49 of 85

Our NextView contract with the US Government is scheduled to expire on March 31, 2010. The US Government has options to extend the contract for an additional nine months through December 31, 2010. Although we expect, for the US government to extend the contract, we cannot assure you that the U.S. Government will continue to purchase earth imagery from us at similar levels. Regardless of whether or not this contract is extended or renewed,all of our contracts with the U.S. government agencies are subject to risks of termination or reduction in scope due to changes in U. S. government policies, priorities or Congressional funding level commitments to various agencies Pursuant to the contract terms, U. S. Government agencies can terminate or suspend our contracts at any time with or without cause. The U.S. Government accounted for approximately 75% of our consolidated revenue for the year ended December 31, 2009. We believe that existing cash and cash equivalents as of December 31, 2009 plus anticipated cash flow will be sufficient to fund anticipated operations and capital expenditures through 2010. If the US Government were not to renew or extend our contract at similar levels, we believe we would be able to maintain operations with existing cash and cash equivalents through 2010, however, if necessary we could reduce operating expenses and/or defer capital expenditures.

On October 8, 2009, the Company had a successful launch and deployment of the WorldView-2 satellite. The DigitalGlobe ground station received a downlink signal confirming that the satellite successfully separated from its launch vehicle and automatically initialized its onboard processors. On October 19, 2009, the Company publicly released imagery confirming the ability of the WorldView-2 satellite to conduct imaging operations.

NOTE 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of DigitalGlobe, Inc. and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and the instructions to Form 10-K of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, including normal recurring adjustments that are considered necessary for a fair presentation of the accompanying consolidated financial statements have been included.

Certain prior year accounts have been reclassified to conform to current year presentation.

Use of Estimates

Our consolidated financial statements are based on the selection and application of GAAP that require us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and the accompanying notes. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our financial statements. If different assumptions or conditions were to occur, the results could be materially different from our reported results.

Restricted Cash

The Company’s restricted cash at December 31, 2008 was comprised of $1.3 million of collateral for an FCC performance bond associated with a milestone related to the launch of the WorldView-2 satellite. During the fourth quarter of 2009, the FCC released the restriction on $1.3 million of cash based on the successful launch of our WorldView-2 satellite. At December 31, 2008 and 2009, we had $1.2 million of restricted cash under the lease agreement for our headquarters. During 2009, we funded $22.8 million of cash into restricted cash to collateralize certain letters of credit required under certain of our Direct Access Program (DAP) contracts, of which $15.5 million is recorded as long-term restricted cash.

Page 50 of 85

Short-term Investments

As of December 31, 2008 and 2009, we had no short-term investments. However, through a portion of 2007 the Company held short term investments. All auction rate securities (ARS) and variable rate demand notes (VRDN) were classified as available-for-sale short-term investments. ARS and VRDN are variable rate investments tied to short-term interest rates, which generally reset every 30 days. Interest paid during a given period is based upon the interest rate determined during the prior auction period. Although these securities are issued and rated as long-term investments, with original maturities of approximately 30 years, they are priced and traded as short-term instruments because of the liquidity provided through the volume and frequency of the auctions. The Company only invests in securities with active secondary or resale markets to ensure portfolio liquidity and the ability to readily convert investments to cash to fund current operations, or to satisfy other cash requirements as needed. As of December 31, 2008 and 2009, we held no ARS or VRDN.

Accounts Receivable

The Company’s customer base includes customers located in foreign countries. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring processes. In making the determination of the appropriate allowance for doubtful accounts, the Company considers specific accounts, analysis of accounts receivable aging reports, changes in customer payment patterns, historical write-offs, changes in customer demand and relationships, and customer credit worthiness.

Property and Equipment

Property and equipment are recorded at cost. The cost of our satellites include capitalized interest costs incurred during the construction and development period. In addition, capitalized costs of our satellites and related ground systems include internal direct labor costs incurred in the construction and development as well as depreciation costs (included in QuickBird and WorldView-1) related to assets which support the construction and development of the satellites and related ground systems. Ground systems are placed into service when they are ready for their intended use. While under construction, the costs of our satellites are capitalized assuming the eventual successful launch and in-orbit operation of the satellite. If a satellite were to fail during launch or while in-orbit, the resulting loss would be charged to expense in the period in which such loss were to occur. The amount of any such loss would be reduced to the extent of insurance proceeds received as a result of the launch or in-orbit failure.

The Company performs an annual assessment of the useful life of the satellites. The assessment evaluates the efficiencies of the operation of the satellite and the fuel level. An adjustment will be made to the estimated depreciable life of the satellite, if deemed necessary by the assessment performed. Any changes to the estimated useful life of our satellites and the related impact on depreciation expense will be accounted for on a prospective basis on the date of the change.

The Company reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would require an impairment assessment include a significant change in the extent or manner in which an asset is used, a significant adverse change in the operation of the Company’s satellites, in government spending or customer demand that could affect the value of the asset, or a significant decline in the observable market value of an asset. If these factors indicate a potential impairment, the Company would assess the recoverability of the asset by determining if the carrying value of the asset exceeds the projected undiscounted cash flows expected to result from the use and eventual disposition of the asset over the remaining economic life of the asset. If the recoverability test indicates that the carrying value of the asset is not recoverable, the Company will estimate the fair value of the asset estimating discounted cash flows. Any impairment would be measured as the difference between the asset’s carrying amount and its estimated fair value. There was no impairment charge recorded in 2007, 2008 or 2009.

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The Company capitalizes certain internal and external software development costs incurred to develop software for internal use. The Company expenses the costs of developing computer software until the software has reached the application development stage and capitalizes all costs incurred from that time until the software is ready for its intended use, at which time amortization of the capitalized costs begins. Determination of when the software has reached the application development stage is based upon completion of conceptual designs, evaluation of alternative designs and performance requirements. Costs of major enhancements to internal use software are capitalized while routine maintenance of existing software is charged to expense as incurred. The determination of when the software is in the application development stage and the ongoing assessment of the recoverability of capitalized computer software development costs requires considerable judgment by management with respect to certain factors, including, but not limited to, estimated economic life and changes in software and hardware technology.

Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets (three to seven years for computer equipment and seven to ten and one half years for most other assets, including the satellites and ground stations). Leasehold improvements and assets used pursuant to leases are depreciated on a straight-line basis over the shorter of their useful lives or lease terms; such depreciation is included in depreciation expense. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in operations. Repairs and maintenance are expensed as incurred.

Internal use capitalized software costs are amortized on a product-by-product basis over their expected useful life, which is generally three to five years. Software costs that are directly related to a satellite are capitalized with the satellite and amortized over the satellite’s estimated useful life on a straight line basis. Amortization expense related to capitalized software costs, exclusive of software cost amortized as part of the cost of our satellites, was $8.1 million, $7.2 million, and $7.5 million for years ending 2007, 2008, and 2009, respectively.

Goodwill and Intangible Assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired. Intangible assets (identified as trademarks, core technology, customer relationships and non-compete agreements) are recorded at fair value as determined at the time of acquisition. The goodwill and intangible assets are attributable to the commercial segment.

We test the carrying value of goodwill for impairment on the reporting unit level on an annual basis and more often if a triggering event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment tests consists of comparing the fair value of the reporting unit, determined using the discounted cash flows, with its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company compares the implied value of the goodwill with its carrying amount. If the carrying amount of the goodwill exceeds the implied fair value of goodwill, impairment loss would be recognized to reduce the carrying amount to its implied fair value. We have completed our 2009 impairment test on goodwill and determined that there was no impairment.

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Aerial Image Library

Our aerial image library costs are composed of the direct costs of contracting with third parties to collect aerial imagery. Our aerial image library costs are charged to cost of revenue over the estimated economic life of the imagery, which has been estimated to be two years. Such costs are charged to cost of revenue on an accelerated basis reflective of the pattern in which the economic benefits of the asset is expected to be realized. Charges to cost of revenue for aerial imagery library was $3.1 million, $4.5 million, and $5.6 million for the years ended December 31, 2007, 2008 and 2009, respectively.

Deferred Contract Costs

The Company capitalized certain costs reimbursable under the NextView agreement, incurred in the construction and development of our WorldView-1 satellite and related ground systems during the construction and development period. These costs were related to internal support costs and were required and reimbursable expenditures under the NextView agreement. These costs were not capitalized as fixed assets, but were deferred in accordance with government contract accounting guidelines. Upon the successful launch of the WorldView-1 satellite, the deferred contract costs began being amortized ratably over the customer relationship period (the same as the life of the satellite, or 10.5 years).

The Company defers certain direct costs incurred in the construction of direct access facilities built for direct access program customers, consisting of hardware, software and labor purchased from a related party. The direct access facility will allow the Company’s direct access program customers to communicate with the Company’s satellites. The costs incurred to date are related to contractual agreements for the construction of the Company’s first direct access facility and are directly related to fulfillment of direct access program related revenue contracts. Accordingly, the deferred contract costs will be recognized as expense in the period of revenue recognition of the Company’s DAP contracts, which is expected to be the life of the WorldView-2 satellite. The Company does not have deferred contract costs in excess of related contract deferred revenue.

Deferred Contract Costs from a Related Party

As a result of the Company’s initial public offering in May 2009, the Company has reevaluated related parties due to the change in ownership. Only historical information pertaining to the companies that were related parties will continue to be disclosed if balances and activity for these entities is included in the financial statements presented.

Debt Issuance Costs and Debt Discounts

Debt issuance costs are deferred and amortized to interest expense using the effective interest method.

Long-Lived Assets

With the exception of goodwill, the Company periodically evaluates the carrying value of long-lived assets for impairment when events and circumstances indicate the carrying amount of an asset may not be recoverable. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flows from such asset (or asset group) are less than the asset’s (or asset group’s) carrying value. In that event, a loss is recognized to the extent that the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. The Company believes no circumstances indicating impairment exist in any of its long-lived assets.

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Revenue Recognition

The Company evaluates its sales arrangements to determine whether they include more than one unit of accounting. Using the guidance, we have identified the following units of accounting: (a) licenses of imagery; (b) sales of direct access program and direct access facilities, consisting of access to imagery bundled with hardware, software and support; (c) service level agreements; and (d) sales of subscription and subscription-type arrangements.

The Company recognizes revenue in accordance with the applicable revenue guidance for each unit of accounting identified. Revenue from sales of our products and services is recognized in accordance with the guidance when all of the following criteria have been met:

1) Persuasive evidence of an arrangement exists,

2) Delivery has occurred or services have been rendered,

3) Our price to the buyer is fixed or determinable, and

4) Collectability is reasonably assured.

Revenue from sales arrangements that include software that is essential to the functionality of non-software deliverables is recognized under software accounting guidance. Revenue is allocated to the various units of accounting based on their relative fair value and is recognized as follows for each of our revenue sources:

Licenses. Revenue from sales of imagery licenses is recognized when the images are physically delivered to the customer or, in the case of electronic delivery, when the customer is able to directly download the image from our system. In certain customer arrangements, we have acceptance provisions. For these arrangements, revenue is recognized upon acceptance by these customers. Revenue is recognized net of authorized contractually agreed discounts.

Direct Access Program and Direct Access Facility. Sales under the direct access program include construction of the direct access facility, consisting of hardware, software and operational maintenance support, and an arrangement to allow the customer access to the satellite to task and download imagery. This arrangement has been treated as a single unit of accounting as Vendor Specific Objective Evidence of fair value for undelivered items cannot be determined nor are believed to have stand-alone value. Accordingly, all funds received have been recorded as deferred revenue and all direct costs of these arrangements are recorded as deferred contract costs as further described below.

As the direct access facilities are brought into service, the deferred revenue and deferred contracts costs will be amortized ratably over the estimated customer relationship period, which is consistent with the estimated remaining useful life of the satellite being used. If both satellites are being used, the satellite with the longer life will be used as the basis for the amortization. Based on terms and conditions specified in each arrangement, the facility revenue will be recognized gross or net of facility costs.

Access fees under each arrangement are recognized pro-rata each month based on actual usage. We began recognizing revenue for access fees on WorldView-1 during the fourth quarter of 2009.

Service Level Agreements. The Company recognizes service level agreement revenue net of any allowances resulting from failure to meet certain stated monthly performance metrics. Net revenue is recognized each month because the fee for each month is fixed and non-refundable and is for a defined and fixed level of service each month.

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Subscriptions. The Company sells time-based subscriptions to its web-based products such as Image-Connect. These arrangements allow customers access to our product via the internet for a set period of time and for a fixed fee. Revenue from these arrangements is recognized ratably over the subscription period. In addition, we have other arrangements in which the customer pays for their subscription to one of the Company’s web-based products by prepaying for a set number of product accesses (for instance each time users click on an image of their home). Each time a product is accessed, a portion of the customer’s prepayment is earned. These prepayments are recorded as deferred revenue when received and the revenue is recognized based on the number of times the product is accessed. Revenue is recognized net of authorized contractually agreed discounts.

Sales of our products and services to certain customers are subject to appropriation of available funds. We do not recognize revenue prior to funds being appropriated.

Subscription-Type Arrangements. The Company also enters into subscription-type arrangements with customers whereby a bundle of services and/or multiple deliverables are contracted for delivery over a specified period of time. Revenue from this type of arrangement is recognized either ratably over the term of the arrangement or periodically throughout the term based on proportional performance.

Royalties. Revenue from royalties is based on agreements or license with third parties that allow the third party to incorporate our product into their value added product for commercial distribution. Revenue from these royalty arrangements is recorded in the quarter earned or on a systematic basis over the term of the license agreement.

Deferred Revenue

The Company has entered into several types of transactions, as more fully discussed below, where we received payment for products or services in advance of meeting the criteria for revenue recognition set out above. These payments are recorded as deferred revenue when received and are recognized as revenue when earned.

Our deferred revenue is composed of payments received in advance of recognition of revenue, the majority of which relate to the following types of arrangements: (i) prepayments from NGA; (ii) direct access program; (iii) advanced customer payments and (iv) subscription arrangements.

Prepayments from NGA. Under the NextView agreement, we received $266.0 million from NGA, in advance of imagery deliveries, to allow us to partially fund construction of the WorldView-1 satellite. These payments were recorded as deferred revenue when received during the construction period and are being recognized as revenue over the estimated customer relationship period of 10.5 years. Recognition of this deferred revenue commenced upon WorldView-1 reaching FOC in November 2007. As of December 31, 2008 and 2009, deferred revenue for these prepayments was $239.3 million and $213.8 million, respectively.

Subscription arrangements. We sell access to imagery through web-based exploitation where fees are time or usage based. Fees paid in advance for these arrangements are deferred and recognized as discussed above. As of December 31, 2008 and 2009, deferred revenue related to subscription sales was $1.3 million and $1.1 million, respectively.

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Direct Access Program (DAP). We will begin earning revenue from our DAP, once the systems are completed and access rights to the satellites commence. Under the DAP, customers may be allowed to send instructions to the WorldView-1 and WorldView-2 satellites and download imagery directly to their ground stations. DAP arrangements consist of several elements, some of which we are paid for in advance and recorded as deferred revenue, as follows:

Direct Access Facility (DAF) Sales. DAFs are built for DAP customers and consist of hardware and software needed to communicate with our satellites. Payments received during the construction period in advance of the imagery delivery period are recorded as deferred revenue, and costs incurred are deferred as well. Deferred revenue and deferred costs will be recognized as revenue and expense, respectively, over the estimated customer relationship period upon commencement of DAP operations, which will coincide when all equipment has been delivered and installed and access to the satellite commences. As of December 31, 2008 and 2009, deferred revenue related to DAF sales was $14.7 million and $44.4 million, respectively.

Prepayments. In 2005, we entered into a distribution agreement with Hitachi Software Engineering, a related party, related to the initial contract for direct access to WorldView-2. In connection with the distribution agreement, we received an upfront fee of $10.0 million from Hitachi Software Engineering. This upfront fee is included in deferred revenue and will be recognized as revenue over the estimated customer relationship period upon commencement of the DAP operations. Once the WorldView-2 satellite reaches full operational capability, we will be able to estimate the customer relationship period. We expect that the best measure of the customer relationship period will be the expected useful life of the satellite the customer is accessing. As of December 31, 2008 and 2009, deferred revenue related to this upfront fee was $10.0 million.

We will evaluate the estimated customer relationship period on an annual basis, or more frequently if events indicate a change in the period, and will make adjustments to the amortization period if a change to the estimated life of the relationship is made.

Satellite Insurance

We currently maintain $40.0 million, $220.0 million and $230.0 million of one-year in-orbit operations insurance coverage for QuickBird, WorldView-1 and WorldView-2, respectively, $50.0 million of three-year in-orbit insurance coverage for WorldView-1 with one year remaining and $68.0 million of three-year in-orbit insurance for our WorldView-2 satellite. We intend to continue this coverage to the extent it remains available at acceptable premiums. Satellite insurance premiums, corresponding to the launch and in-orbit commissioning period prior to the satellite reaching FOC, are capitalized in the original cost of the satellite and are amortized over the estimated useful life of the asset. The remainder of the insurance premiums that are not capitalized are amortized to expense ratably over the related policy periods and are included in selling, general and administrative costs.

Research and Development Costs

We record as research and development expense all engineering costs, consisting primarily of internal labor and consulting fees, where the Company maintains the risk associated with design failure. The Company incurred $0.2 million in research and development costs for the year ended December 31, 2007. Research and development costs were not significant for the year ended December 31, 2008. We incurred $0.9 million in research and development costs for the year ended December 31, 2009. Any research and development expenses incurred are included in selling, general and administrative expenses.

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Advertising Costs

Advertising costs are expensed as incurred and have historically not been significant.

Derivative Instruments

The Company used derivative financial instruments for the purpose of hedging exposures to fluctuations in interest rates. The Company’s derivative instruments were recorded in the consolidated balance sheets at fair value within accounts receivable from related party or accounts payable to related party dependent upon the asset or liability to the Company. Upon settlement of the contracts, the cash flow were presented as an investment activity. For a derivative designated as a cash flow hedge, the effective portion of the derivative gain or loss was initially reported as a component of accumulated other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affected earnings. For interest swaps that did not qualify or were not designated as cash flow hedges, all gains or losses associated with changes to the fair market value of these financial instruments were recorded in the income statement.

See Note 7 for further information about derivative instruments.

Earnings Per Share (EPS)

Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS is determined by dividing net income by the sum of (1) the weighted average number of common shares outstanding and (2) the dilutive effect of outstanding potentially dilutive securities and stock options determined utilizing the treasury stock method.

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period. See Note 8 for further information regarding our stock-based compensation expense and underlying assumptions.

Income Taxes

Deferred tax assets and liabilities are recognized for the estimated future tax effects attributable to the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in enacted tax laws is recognized as an adjustment to the tax provision or benefit in the period of enactment. The overall change in deferred tax assets and liabilities during the period is equal to the deferred tax expense or benefit for the period. The carrying value of deferred tax assets may be reduced by a valuation allowance if, based upon the judgmental assessment of available evidence, it is deemed more likely than not that some or all of the deferred tax assets will not be realizable.

There is a prescribed minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. We reduced our deferred tax assets associated with general business tax credits computed in and carried over from prior years by $4.5 million. The Company has elected to treat any penalties or interest incurred as a result of uncertainty in income taxes as a component of tax expense. The impact of adoption of uncertainty in income taxes in 2007 had no effect on our results of operations or retained earnings.

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Fair Values of Financial Instruments

When measuring our financial instruments we use a market-based measurement, not an entity-specific measurement, and determine the fair value based on the assumptions that market participants would use in pricing the asset or liability. Fair value losses or gains are reported when identified.

We use the valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows.

Level 1 inputs utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Financial assets and liabilities utilizing Level 1 inputs include actively traded equity securities.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 2 inputs include the quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers (for example, some brokered markets), or in which little information is released publicly (for example, a principal-to-principal market), inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measure in its entirety requires management’s judgment and considers factors specific to the asset or liability.

The following table provides information about the assets and liabilities measured at fair value on a recurring basis as of December 31, 2008 and 2009 and indicates the valuation technique utilized by the Company to determine the fair value.

	Fair Value Measurements at December 31, 2008 Using:
					Significant
	Total Carrying		Quoted prices		other		Significant
	Value at		in		observable		unobservable
	December 31,		active markets		inputs		inputs
(in millions)	2008		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	40.9	$	40.9	$	—	$	—
Derivative liabilities		1.0		—		1.0		—

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	Fair Value Measurements at December 31, 2009 Using:
					Significant
	Total Carrying		Quoted prices		other		Significant
	Value at		in		observable		unobservable
	December 31,		active markets		inputs		inputs
(in millions)	2009		(Level 1)		(Level 2)		(Level 3)
Cash equivalents	$	83.7	$	83.7	$	—	$	—

Valuation Techniques. Our cash equivalents consist of investments with maturity dates of less than 90 days and are quoted from market rates and are classified within Level 1 of the valuation hierarchy. At December 31, 2008 and 2009, our cash equivalents consisted of funds held in treasury money markets. For our financial instruments that are classified within Level 2 of the valuation hierarchy, we perform validations of our internally derived fair values reported for our financial instruments on a quarterly basis utilizing counterparty statements. The Company additionally evaluates the counterparty creditworthiness and has not identified any circumstances requiring that the report values of our financial instruments be adjusted as of December 31, 2008 and 2009. During the second quarter of 2009, one of our swaps matured and the other swap contract was terminated as a result of the repayment of the senior credit facility, discussed in Note 7. The Company has not identified any Level 3 financial instruments at December 31, 2008 and 2009.

For the year ended December 31, 2008 the Company recorded a loss, net of tax, in accumulated other comprehensive income, of $1.8 million for the changes in the fair value of its interest rate swaps. For the year ended December 31, 2009, the company recognized a net loss of $1.8 million on derivatives. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable and payable, derivatives and long-term debt. The carrying values of cash equivalents and accounts receivable and payable are representative of their fair values due to their short-term maturities. The fair value of the senior credit facility was calculated using an interest rate of 9.5%. At December 31, 2008, the fair value of the senior subordinated notes was calculated using an interest rate of 15.75%. The derivative liability fair value was derived from internally developed valuation methodologies. The senior credit facility and senior subordinated notes were paid in full in April 2009. One of the derivative liabilities expired in April 2009 and the Company paid the other derivative liability in conjunction with the debt extinguishment.

The senior secured notes are traded on an active market. The fair value of the senior secured notes is obtained from a third party pricing service that tracks the trading of the notes and evaluated by the Company.

	December 31, 2008				December 31, 2009
($ in millions)	Carrying		Estimated		Carrying		Estimated
Long Term Debt	Amount		Fair Value		Amount		Fair Value
Senior Credit Facility	$	230.0	$	228.4	$	—	$	—
Senior Subordinated Notes		44.6		42.1		—		—
Derivative Liability		1.0		1.0		—		—
Senior Secured Notes	$	—	$	—	$	343.5	$	366.3

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Concentration of Credit Risk and Significant Customers

The Company’s cash and cash equivalents and derivative instruments are maintained in or with various financial institutions. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk in this area.

Recently Adopted Accounting Standards

In June 2009, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification did not have an impact on our Consolidated Financial Statements upon adoptions. Accordingly, our disclosures will explain accounting concepts rather than cite specific topics of GAAP.

In May 2009, the FASB issued new accounting guidance to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events, whether that evaluation date is the date of issuance or the date the financial statements were available to be issued, and alerts all users of financial statements that an entity has not evaluated subsequent events after that evaluation date in the financial statements being presented. The guidance is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. The guidance became effective for the Company on April 1, 2009. The adoption of this guidance had no impact on its Consolidated Financial Statements.

In April 2008, the FASB issued new accounting guidance, which defines the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The Company adopted this guidance on January 1, 2009 and the adoption did not have a material effect on the presentation or classification on the assets in the financial statements.

In March 2008, the FASB issued new accounting guidance that requires additional disclosures regarding: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. In addition, requires qualitative disclosures about objectives and strategies for using derivatives described in the context of an entity’s risk exposures, quantitative disclosures about the location and fair value of derivative instruments and associated gains and losses, and disclosures about credit-risk-related contingent features in derivative instruments. The requirements under this guidance must be applied as authoritative guidance for fiscal years and interim periods within these fiscal years, beginning after November 15, 2008. The Company has adopted this guidance effective January 1, 2009 and there was not a material effect on the presentation or classification of these activities in our financial statements.

In February 2008, FASB issued authoritative guidance that addresses fair value measurements for purposes of lease classification or measurement. In October 2008, the FASB issued additional authoritative guidance which clarifies the application of determining fair value when the market for a financial asset is inactive. Specifically, this guidance clarifies how (1) management’s internal assumptions should be considered in measuring fair value when observable data are not present, (2) observable market information from an inactive market should be taken into account, and (3) the use of broker quotes or pricing services should be considered in assessing the relevance of observable and unobservable data to measure fair value.

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In December 2007, the FASB issued new accounting guidance which expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. Further, the guidance also requires that all assets, liabilities, contingent considerations, and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, all acquisition costs are generally expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, changes in accounting for deferred tax asset valuation allowances be expensed after the measurement period, and acquired income tax uncertainties be expensed after the measurement period. The requirements under this guidance must be applied for years beginning after December 15, 2008 with early adoption prohibited. The adoption of this guidance will impact any of our future acquisitions.

In December 2007, the FASB issued further accounting guidance, which requires revenue generated and costs incurred by the parties in the collaborative arrangement be reported in the appropriate line in each company’s financial statement and not account for such arrangements on the equity method of accounting. Further, the guidance also includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, and the amount and income statement classification of collaboration transactions between the parties. The requirements under this guidance must be applied for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and shall be applied retrospectively (if practicable) to all prior periods presented for all collaborative arrangements existing as of the effective date. The Company has adopted this guidance effective January 1, 2009 and the adoption did not have a material effect on our financial statement presentation.

New Accounting Pronouncements

In October 2009, the FASB issued new accounting guidance that enables vendors to account for products or services sold to customers (deliverables) separately rather than as a combined unit, as was generally required by past guidance. The revised guidance provides for two significant changes to the existing multiple element revenue arrangements guidance. The first change relates to the determination of when the individual deliverables included in a multiple element arrangement may be treated as separate units of accounting. The second change modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The first change will likely result in the requirement to separate more deliverables within an arrangement, ultimately leading to less revenue deferral. Together, these changes are likely to result in earlier recognition of revenue and related costs for multiple-element arrangements than under previous guidance. This guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The guidance is required to be adopted in fiscal years beginning on or after June 15, 2010 but early adoption is permitted. We are currently evaluating the effects on the presentation, classification, and recognition of revenue arrangements that may be affected by this guidance.

In October 2009, the FASB issued new accounting guidance that changes the accounting model for revenue arrangements that include both tangible products and software elements so that tangible products containing software components and non software components that function together to deliver the tangible product’s essential functionality are no longer within the scope of the software revenue guidance. In addition, the guidance requires that hardware components of a tangible product containing software components always be excluded from the software revenue guidance. The guidance is required to be adopted in fiscal years beginning on or after June 15, 2010, however early adoption is permitted. We are currently evaluating the effects on the presentation, classification, and recognition of revenue arrangements that may be affected by this guidance and are planning on adopting in the first quarter of 2010.

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NOTE 3. Information on Segments and Major Customers

We conduct our business through two segments: (i) defense and intelligence and (ii) commercial. Our imagery products and services are comprised of imagery that we process to varying levels of resolution according to the customer’s specifications. Customers acquire our imagery either by placing tasking orders for our satellites to collect data to their specification or purchasing images that are archived in our ImageLibrary.

We have organized our business around (i) the defense and intelligence and (ii) commercial segments because we believe that customers in these two groups are identifiably similar in terms of their areas of focus, imaging needs and purchasing habits. We deliver our products and services using the distribution method that best suits our customers’ needs. At January 1, 2009 we determined that our civil government customers should be classified in the defense and intelligence business segment. We have reclassified 2008 presentation to be consistent with the current presentation. There are no sales between the Company’s segments.

The vast majority of the dollar value of our fixed assets are the satellites and the ground based production and support facilities that are common to all business and geographic segments. There are no significant identifiable assets specifically dedicated to either segment.

Only those costs directly associated with the two segments are shown in cost of revenue and selling, general and administrative expenses in those segments. All expenses which are common to both segments and/or represent corporate operating costs are included in the unallocated cost section. Substantially all the Company’s assets are located in the United States.

	Year Ended December 31,
(in millions)	2007		2008			2009
Defense and Intelligence
Revenue	$	104.3	$	222.4		$	231.0
Cost of revenue, excluding depreciation and amortization		1.3		5.4			5.7
Selling, general and administrative		5.7		6.6			11.8
Segment results of operations	$	97.3	$	210.4		$	213.5
Commercial
Revenue	$	47.4	$	52.8		$	50.9
Cost of revenue, excluding depreciation and amortization		3.4		6.4			7.8
Selling, general and administrative		8.5		11.6			10.6
Segment results of operations	$	35.5	$	34.8		$	32.5
Unallocated common costs
Cost of revenue, excluding depreciation and amortization		17.4		16.7			17.6
Selling, general and administrative		34.8		57.9			66.2
Depreciation and amortization		46.8		75.7			74.4
Unallocated costs	$	99.0	$	150.3		$	158.2
Income from operations		33.8		94.9			87.8
Interest income (expense), net		4.1		(3.0	)		0.1
Loss from early extinguishment of debt		—		—			(7.7	)
Loss on derivative instruments		—		—			(1.8	)
Income before income taxes	$	37.9	$	91.9		$	78.4

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Total U.S. and foreign sales were as follows:

	Year Ended December 31,
(in millions)	2007		2008		2009
Revenue
U.S.	$	114.3	$	228.0	$	232.7
Other		37.4		47.2		49.2
Total Revenue	$	151.7	$	275.2	$	281.9

Revenue percentages from all customers whose revenue exceeded 10% of the total company revenue were as follows:

	Years Ended December 31,
Customer	2007			2008			2009
NGA		57.7	%		73.9	%		75.0	%

Percentages of accounts receivable (net of allowance for doubtful accounts) for all customers whose receivable exceeded 10% of the net accounts receivable as of:

	Year Ended December 31,
Customer	2007			2008			2009
NGA		67.2	%		64.1	%		61.8	%

NOTE 4. Property and Equipment

Property and equipment consisted of the following as of:

	Year ended
	December 31,
(in millions)	2008			2009
Construction in progress	$	304.6		$	454.6
Computer equipment		92.2			111.7
Machinery and equipment		25.1			25.6
Furniture and fixtures		12.0			12.6
WorldView-1 satellite		473.2			473.2
QuickBird satellite		174.4			174.4
Total property and equipment	$	1,081.5		$	1,252.1
Accumulated depreciation and amortization		(288.6	)		(361.1	)
Property and equipment, net	$	792.9		$	891.0

Construction in progress includes satellite construction, ground station construction, and certain internally developed software costs and capitalized interest. Depreciation and amortization expense for property and equipment was $44.4 million, $72.7 million, and $72.6 million for the years ended December 31, 2007, 2008, and 2009, respectively.

The capitalized costs of our satellites and related ground systems include internal and external direct labor costs, internally developed software, material and depreciation costs related to assets which support the construction and development. The cost of our satellites also includes capitalized interest incurred during the construction, development and initial in-orbit testing period. The portion of the launch insurance premium allocable to the period from launch through in-orbit calibration and commissioning has been capitalized as part of the cost of the satellites and is amortized over the useful life of the satellites.

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Following each launch, and at least annually thereafter, we review the expected operational life of our satellites. We determine a satellite’s expected operational life considering calculation involving the probabilities of failure of the satellite’s components from design or manufacturing defects, environmental stresses or other causes. The expected operational lives of our satellites are affected by a number of factors, including the quality of construction, the supply of fuel, the expected gradual environmental degradation of solar panels and other components, levels of solar radiation, the durability of various satellite components and the orbits in which the satellites are placed.

We extended the estimated useful life of our QuickBird satellite again during the first quarter of 2008. For 2008, this change resulted in reduced depreciation expense and a corresponding increase in income from continuing operations of $11.1 million, an increase in net income of $6.7 million and had an impact on earnings per share of $0.15 at December 31, 2008. This assessment, performed in January 2008, of the useful life of the QuickBird satellite led to an extension of the depreciable operational life of QuickBird attributable to efficiencies in the operation of the satellite that have led to the reduced consumption of fuel compared to previous estimates. Based on mid-year analysis in 2008, the estimated useful life of our QuickBird satellite did not change.

We have aligned the assessment of the useful life of the operating satellites with the timing of our insurance renewals. We will perform an annual assessment of the useful life of the QuickBird, WorldView-1 and once operational, WorldView-2 satellites in the second half of the calendar year or when events or circumstances dictate that a reevaluation of the useful life should be done at an earlier date. The assessment evaluates the efficiencies of the operation and the fuel level of the satellite against engineering models that also estimated the satellite’s useful life. An adjustment will be made to the estimated depreciable life of the satellite if deemed necessary by the assessment performed. Any changes to the estimated useful life of our satellites and the related impact on the depreciation expense will be accounted for on a prospective basis on the date of the change.

As a result of our annual assessment during the third quarter of 2009, we extended the estimated useful life of our QuickBird satellite, which results in a change in the depreciation expense associated with the QuickBird satellite on a prospective basis beginning July 1, 2009. For the twelve month period ended December 31, 2009, this change resulted in reduced depreciation expense and a corresponding increase in income from continuing operations of $2.9 million, an increase in net income of $1.7 million and had a $0.04 impact on diluted earnings per share.

Based on our assessment, there was no change to the estimated useful life of our WorldView-1 satellite.

NOTE 5. Goodwill and Intangibles

	December 31, 2008						December 31, 2009
			Accumulated						Accumulated
	Cost		Amortization		Net		Cost		Amortization		Net
Intangible assets:
Customer relationships	$	4.3	$	2.5	$	1.8	$	4.3	$	3.5	$	0.8
Core technology		3.1		1.5		1.6		3.1		2.3		0.8
Trademark/trade name		1.1		1.1		—		1.1		1.1		—
Non-compete agreement		0.5		0.3		0.2		0.5		0.3		0.2
Intangible assets	$	9.0	$	5.4	$	3.6	$	9.0	$	7.2	$	1.8

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The identifiable intangible assets are being amortized on a straight-line basis over their useful lives, ranging from three to five years, except for customer relationships, which are being amortized using a declining balance method over their estimated life of five years. During fourth quarter of 2008, it was determined that the trademark/tradename acquired is no longer being utilized by the Company. We have fully amortized the value associated with the trademark/tradename intangible as of December 31, 2008. Goodwill is not being amortized for financial statement purposes, but is deductible for income tax purposes.

Amortization expense for intangibles was $2.4 million, $3.0 million and $1.8 million for the years ended December 31, 2007, 2008 and 2009, respectively. These intangible assets will become fully amortized in 2011. The estimated remaining aggregate amortization expense for the intangible assets is:

	Estimated
	Amortization
	Expense
2010	$	1.5
2011	$	0.3

A summary of the goodwill activity for the year ended December 31, 2008 and 2009 is presented below:

(in millions)
Balance, January 1, 2008	$	8.7
Balance, December 31, 2008	$	8.7
Balance, December 31, 2009	$	8.7

The Company has not recorded an impairment of goodwill for any of the periods presented.

NOTE 6. Other Accrued Liabilities

The following table is a listing of items included in other accrued liabilities:

	At December 31,
(in millions)	2008		2009
Compensation and other employee benefits	$	7.5	$	8.2
Accrued taxes		1.5		0.5
Accrued expense		7.0		3.1
Cumulative mandatory redeemable preferred stock		0.5		—
Other		4.1		6.1
Total other accrued liabilities	$	20.6	$	17.9

NOTE 7. Debt

Letters of Credit

As of December 31, 2009, we had $22.8 million in letters of credit and performance guarantees used in the ordinary course of business to support advanced payments from customers under certain of our DAP contracts. These letters of credits are secured by restricted cash that has been recorded in our financial statements as both short and long term restricted cash. The letters of credit, and related restricted cash amounts will be released when the respective contract obligation have been fulfilled by us.

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Senior Secured Notes

We issued $355.0 million principal amount of our senior secured notes in April 2009, net of the issuance discount of $13.2 million and fees and expenses of $10.2 million. As of December 31, 2009, we have an accreted outstanding amount of $343.5 million senior secured notes which mature on May 1, 2014. The senior secured notes are guaranteed by our subsidiaries and secured by nearly all of our assets, including the shares of capital stock of our subsidiaries, the QuickBird, WorldView-1 and WorldView-2 satellites. Assets collateralizing the senior secured notes had a net book value of $1,116.5 million as of December 31, 2009. The senior secured notes bear interest at the rate of 10.5% per annum. Interest is payable semi-annually on May 1 and November 1 each year. The Company is using the effective interest rate methodology to amortize the deferred financing costs and to accrete the discount on the notes over the term of the notes.

We may redeem some or all of the senior secured notes after May 1, 2012, at a redemption price equal to 105.25% of their principal amount through May 1, 2013 and 100.0% thereafter, plus, in each case, accrued and unpaid interest. In addition, at any time on or prior to May 1, 2012, we may redeem up to 35.0% of the aggregate principal amount of the senior secured notes with the net cash proceeds of certain equity offerings at 110.5% of the principal amount plus accrued and unpaid interest. In the event of certain change of control events, we must give holders of the senior secured notes an opportunity to sell us their notes at a purchase price of 101.0% of the accreted value of such notes, plus accrued and unpaid interest.

There was no accrued interest for the senior secured notes at December 31, 2008 and the total accrued interest on the senior secured notes at December 31, 2009 was $6.2 million. Total interest incurred, accretion of debt discount and amortization of deferred financing fees, for the year December 31, 2009 were $25.2 million, $1.7 million and $1.3 million, respectively. These amounts were capitalized in construction costs of our satellite.

The indenture governing the senior secured notes contains a number of significant restrictions and covenants that, among other things, limit our ability to incur additional indebtedness, make investments, pay dividends or make distributions to our stockholders, grant liens on our assets, sell assets, enter into a new or different line of business, enter into transactions with our affiliates, merge or consolidate with other entities or transfer all or substantially all of our assets, and enter into sale and leaseback transactions. Fluctuation in credit market conditions could negatively impact our ability to obtain future financing or to refinance our outstanding indebtedness.

Our future debt payments include the maturity of notes in May 2014, at which time we will pay the full obligation amount of $355.0 million.

Senior Credit Facility

We had outstanding a $230.0 million senior credit facility with a syndicate of financial institutions for whom an affiliate of Morgan Stanley & Co. Incorporated served as administrative agent. The senior credit facility was guaranteed by our subsidiaries and secured by nearly all of our assets, including the QuickBird and WorldView-1 satellites, and our WorldView-2 satellite. Assets collateralizing the senior credit facility had a net book value of $977.7 million as of December 31, 2008. The senior credit facility and all accrued interest was paid in full in April of 2009.

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At our election, interest under the senior credit facility was determined by reference to (i) 3-month London Interbank Offered Rate (LIBOR), plus an applicable margin of 5.5% per annum or (ii) the higher of the prime rate posted in the Wall Street Journal and the Federal Funds effective rate, plus an applicable margin of 4.5% per annum. Interest was payable quarterly based upon the amount of the outstanding loan principal balance. The interest rate on the term loans was 3-month LIBOR plus 5.5% through February 9, 2009. As a result of an amendment on February 9, 2009, the interest rate on the term loans was 3-month LIBOR plus 6.5%. We paid a fee of $0.7 million to amend the agreement.

The weighted average interest rate on the total outstanding debt at December 31, 2007 and 2008 was 10.7% and 9.2%, respectively. Total accrued interest was $3.5 million at December 31, 2008. Total interest incurred for the years ended December 31, 2007, 2008 and 2009 was $26.5 million, $27.0 million and $9.6 million, respectively, of which $25.8 million, $23.1 million and $9.6 million was capitalized in the construction costs of our satellites.

With the issuance of our senior secured notes on April 28, 2009, the senior credit facility obligations were paid in full.

Interest Rate Swaps

In April 2005, the Company entered into a series of interest rate swap agreements (the Swap) with an affiliate of Morgan Stanley & Co. Incorporated to mitigate exposure relating to variable cash flows associated with fluctuating interest rates on a portion of the senior credit facility principal. Under the Swap, the Company agreed to exchange, at specified intervals, fixed interest rate amounts specified in the agreements for variable interest amounts based on 3-month LIBOR calculated by reference to a notional amount of $100.0 million. As a result of the Swap, the Company had converted $100.0 million of the senior credit facility from a variable rate obligation to a fixed rate obligation through April 2009.

On February 21, 2006, we terminated the Swap. The termination resulted in a gain of $0.8 million which was recorded in accumulated other comprehensive income and is being amortized over the remaining original term of the Swap. Simultaneous with the termination of the Swap, we entered into a new swap agreement (the Second Swap) of the same notional amount at a fixed interest rate of 4.9999% from April 18, 2006 through April 18, 2009. The Company elected not to renew the Second Swap when it expired as we entered into the Third Swap (as described below) to comply with the covenants of the senior credit facility.

The Second Swap was designated and qualified as a cash flow hedge and has been accounted for as such through February 8, 2009. On February 9, 2009, the Company amended the senior credit facility, and as a result, the Company’s Swaps became ineffective and no longer qualified as cash flow hedges. From February 9, 2009 through April 28, 2009, the fair value changes of these derivative instruments have been recorded in the Condensed Consolidated Income Statement.

On January 8, 2009, we entered into a swap agreement (the Third Swap) with an affiliate of Morgan Stanley & Co. Incorporated. We traded the floating 3-month LIBOR rate on $130.0 million of our senior credit facility to a fixed rate of 2.00% until maturity of the loan on October 20, 2011. The covenants in our senior credit facility required a minimum interest rate hedge of $100.0 million. The Third Swap satisfied this obligation through the maturity date of the loan. A net gain of $0.3 million and a net loss of $1.5 million was recognized on derivatives in the years ended December 31, 2007 and 2008, respectively.

At December 31, 2008, a current liability related to the Second Swap in the amount of $1.0 million was included in accrued liabilities to related party. With the issuance of the Third Swap in January 2009 and the amendment to the senior credit facility in February of 2009, all fair value changes on the derivatives were recorded in the income statement through the expiration of the Second Swap on April 18, 2009, and the termination of the Third Swap on April 28, 2009. Due to the Company’s payoff of the senior credit facility the Swaps were no longer required. With the termination of the Swaps, the Company has recorded the accumulated other comprehensive income balance as an additional cost to the WorldView-2 satellite.

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Senior Subordinated Notes

In February 2008, we issued $40.0 million of senior subordinated notes due April 18, 2012. The net proceeds of $38.5 million were used to fund construction and launch expenditures associated with WorldView-2. The senior subordinated notes bore interest at 12.5% per annum due semi-annually on July 31 and January 31, commencing July 31, 2008 until January 31, 2009, after which the rate increased to 13.5% per annum. On July 31, 2008 and January 31, 2009, we elected to pay interest in kind and issued additional senior subordinated notes.

Effective February 9, 2009, we amended our senior subordinated notes for certain items, most notably to increase the allowable capital expenditures for the WorldView-2 satellite, increase the maintenance capital expenditures limits, as well as change certain satellite insurance limits. The interest rate on the loan increased to 14.75% for cash interest and 15.75% for paid in kind interest as of the date of the amendment. We paid a 0.5% one-time in-kind fee to amend the agreement, which was added to the principal value of the notes. With the issuance of our senior secured notes on April 28, 2009, the senior subordinated notes and accrued interest were paid in full.

With the issuance of our senior secured notes during the second quarter of 2009, we recorded an early extinguishment of debt representing the expensing of the deferred financing costs of $5.9 million related to the senior credit facility and senior subordinated notes, and a prepayment penalty of $1.8 million related to the senior subordinated notes.

NOTE 8. Shareholders Equity and Other Comprehensive Earnings (Loss)

On May 14, 2009, the Company completed an IPO consisting of 14,700,000 shares of common stock at $19.00 per share. At December 31, 2009, the Company’s Board of Directors had the authority to issue 250,000,000 shares of common stock. At December 31, 2009, 45,122,593 shares of common stock were issued and outstanding.

Treasury Stock

In the fourth quarter of 2008 the Company repurchased 1,184 shares of outstanding common stock from four stockholders for the deemed fair value at the repurchase date. During 2009, the Company repurchased 22,484 shares at the deemed fair value on the repurchase date.

Other Comprehensive Earnings (Loss)

Other comprehensive earnings (loss) include the cumulative effect of realized and unrealized gains and losses on derivative instruments receiving cash flow hedge accounting treatment during the year ended December 31, 2009. With the expiration and settlement of our financial derivatives the amounts recorded in accumulated other comprehensive earnings (loss) were capitalized to the cost of the WorldView-2 satellite as of December 31, 2009.

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Stock-Based Compensation Programs

The Company has a 1995 Stock Option/Stock Issuance Plan (the 95 Plan) pursuant to which qualified and nonqualified stock options to purchase shares of the Company’s common stock have been granted to employees, officers, directors, and consultants. Under the 1995 Plan, incentive stock options were granted with exercise prices not less than the fair value of the stock on the various dates of grant, as determined by the Company’s Board of Directors. Options granted pursuant to the 1995 Plan are subject to certain terms and conditions as contained in the 1995 Plan itself, have a ten-year term, generally vest ratably over a four-year period, and are immediately exercisable. Upon termination of services to the Company by optionees, any acquired but unvested shares are subject to repurchase by the Company at the original exercise price. During 1999, the board of directors amended the 1995 Plan, eliminating future grants. As a result of a recapitalization agreement adopted in 1999, the stock from any exercised options under the 1995 Plan automatically converted to the new Series C Preferred at the rates established in said recapitalization agreement.

On February 15, 2000, the board of directors approved the 1999 Equity Incentive Plan (the 1999 Plan) pursuant to which qualified and nonqualified stock options to purchase shares of the Company’s common stock may be granted to employees, officers, directors, and consultants. Options granted pursuant to the 1999 Plan are subject to certain terms and conditions as contained in the 1999 Plan itself, have a ten-year term, generally vest ratably over a four-year period. As of December 31, 2008 and 2009, there were 182,526 and 242,023, respectively, options available to be issued under the 1999 Plan. The Company does not intend to grant those options.

On February 15, 2007, the board of directors approved the 2007 Employee Stock Option Plan (the 2007 Plan), pursuant to which the following awards may be granted to employees, officers, directors, and consultants: qualified and nonqualified stock options to purchase shares of the Company’s common stock, Stock Appreciation Rights and shares of the stock itself. Options granted pursuant to the 2007 Plan are subject to certain terms and conditions as contained in the 2007 Plan itself, have a ten-year term and generally vest over a four-year period. The Company amended this plan in 2008 to extend the exercise period of terminated employees from thirty days to three months. The number of shares available for grant at December 31, 2008 and 2009 was 3,304,138 and 2,503,572, respectively.

Pursuant to the 2007 Plan, the Company may, from time to time, issue certain equity based awards, including stock options, restricted stock, and unrestricted shares (Equity Awards). Equity Awards may be awarded to employees, officers, directors and certain consultants of the Company. To date, issued Equity Awards have consisted of stock options and restricted stock. Since the completion of the initial public offering on May 14, 2009, the Company has utilized the daily closing stock price as an element in determining the value of our Equity Awards. The date of grant of the awards is used for the measurement date. The awards are valued as of the measurement date and are amortized on a straight-line basis over the requisite vesting period.

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A summary of stock option activity for the year ended December 31, 2008 is presented below:

	Options Outstanding
					Weighted
					Average		Aggregate
			Weighted-		Remaining		Intrinsic
	Number of		Average		Contractual Term		Value
	Shares		Exercise Price		(in years)		(in millions)(2)
Outstanding — December 31, 2007		2,055,045	$	15.00		7.74	$	25.5
Granted		1,146,720
Exercised(1)		125,327
Forfeited/Expired		318,154
Outstanding — December 31, 2008		2,758,284	$	19.10		7.75	$	8.6
Exercisable — December 31, 2008		1,580,629	$	15.01		6.76	$	11.5

A summary of stock option activity for the year ended December 31, 2009 is presented below:

					Weighted
					Average		Aggregate
			Weighted-		Remaining		Intrinsic
	Number of		Average		Contractual Term		Value
	Shares		Exercise Price		(in years)		(in millions)(2)
Outstanding — December 31, 2008		2,758,284	$	19.10		7.75	$	8.6
Granted		942,459
Exercised(1)		248,377
Forfeited/Expired		254,952
Outstanding — December 31, 2009		3,197,414	$	20.29		7.38	$	14.8
Exercisable — December 31, 2009		1,945,332	$	19.10		6.42	$	11.3

1)	Upon exercise shares are issued from the authorized but unissued shares designated for issuance pursuant to the stock option plans.
2)	Represents the total pretax intrinsic value for stock options with an exercise price less than the Company’s calculated common stock price as of December 31, 2008 and 2009, respectively, that option holders would have realized had they exercised their options as of that date.

Weighted-average grant-date fair values for option awards granted was $7.85, $9.15 and $10.44 for the years ended December 31, 2007, 2008 and 2009, respectively. The total fair value of options vested for the years ended December 31, 2007, 2008 and 2009 was $2.3 million, $4.3 million and $7.2 million, respectively.

The Company recognized stock-based compensation during the years ended December 31, 2008 and 2009 was $4.6 million and $7.7 million, respectively, of which $0.4 million, and $0.5 million was capitalized to assets under construction.

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The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2007			2008			2009
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected stock price volatility		37.0–40.6	%		37.0–50.4	%		56.6–59.0	%
Risk-free interest rate		3.3–4.9	%		2.1–3.3	%		1.8–2.4	%
Expected life of options (years)		4.0			4.0			5.0
Forfeiture rate		3.0	%		2.0	%		2.0	%

Expected volatility is based on a variety of comparable companies within our industry, currently looking back five years (if available). The expected life and forfeiture rate are based on the Company’s historical experience. The risk-free rate is based on the five-year Treasury note rate.

The total pre-tax intrinsic value or the difference between the exercise price and the market price on the date of exercise, of stock options exercised during the year ended December 31, 2007, 2008 and 2009 was $1.6 million, $2.2 million and $4.1 million, respectively.

As of December 31, 2008 and 2009 there was a total of $8.6 million and $10.8 million, respectively, of unrecognized expense remaining to be recognized over a weighted average period of 2.7 and 2.7 years, respectively.

On November 3, 2008, the Company granted a total of 30,000 shares of restricted stock under the 2007 Plan to executives as part of the Long Term Incentive Plan (LTIP) with a fair value of $22.10 per share. All units granted vest one-third each year beginning on March 31, 2009. Upon vesting units are converted into shares of common stock. As of December 31, 2009, 10,000 units had vested. A summary of restricted stock activity as of December 31, 2008, and changes during the year is presented below:

			Weighted - Average
Non-vested Restricted Stock	No. of Shares		Grant Date Fair Value
Non-vested at January 1, 2008		—	$	—
Granted		30,000		22.10
Forfeited		—		—
Vested		—		—
Non-vested at December 31, 2008		30,000	$	22.10

A summary of restricted stock activity as of December 31, 2009 and changes during the year is presented below:

			Weighted - Average
Non-vested Restricted Stock	No. of Shares		Grant Date Fair Value
Non-vested at December 31, 2008		30,000	$	22.10
Granted		—		—
Forfeited		—		—
Vested		10,000		—
Non-vested at December 31, 2009		20,000	$	22.10

As of December 31, 2008 and 2009, there was $0.5 million and $0.3 million, respectively, of total unrecognized compensation cost related to the non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 2.7 and 1.3 years, respectively.

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NOTE 9. Earnings Per Share

Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding and dilutive potential common shares for the period. The Company includes as potential common shares the weighted average dilutive effects of outstanding stock options using the treasury stock method.

The following table sets forth the number of weighted average shares used to compute basic and diluted EPS:

	Years Ended December 31,
(in millions, except per share data)	2007		2008		2009
Basic earnings per share:
Net income	$	95.8	$	53.8	$	47.4
Basic weighted average number of common shares outstanding		43.3		43.5		44.2
Assuming exercise of stock options		0.7		0.6		0.7
Diluted weighted average number of common shares outstanding, as adjusted		44.0		44.1		44.9
Earnings per share:
Basic	$	2.21	$	1.24	$	1.07
Diluted	$	2.18	$	1.22	$	1.06

The number of options that were excluded from EPS, calculated as the effects thereof were antidilutive, were 0.9 million, 1.8 million and 2.3 million for the years ended December 31, 2007, 2008 and 2009, respectively.

NOTE 10. Income Taxes

Accounting for income taxes requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards.

The provisions for income taxes reflected in the statements of operations for the years ended December 31, 2007, 2008 and 2009 consisted of (in millions):

	2007			2008			2009
Current:
Federal	$	(0.7	)	$	(2.0	)	$	2.7
State		—			(1.5	)		(0.1	)
Total current		(0.7	)		(3.5	)		2.6
Deferred:
Federal		55.3			(32.7	)		(31.4	)
State		3.3			(1.9	)		(2.2	)
Total deferred		58.6			(34.6	)		(33.6	)
Income tax (expense) benefit	$	57.9		$	(38.1	)	$	(31.0	)

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In 2007, based on the level of historical taxable income and projections for future taxable income over the periods that the Company’s deferred tax assets are deductible, the Company determined that it was more likely than not that its deferred tax assets would be utilized prior to expirations and therefore released $59.1 million of valuation allowance. Of that amount, $0.5 million was attributable to recording the tax effect on the loss on financial derivative recorded in the Consolidated Statements of Stockholders’ Equity and Statements of Comprehensive Income for the year. The balance of the reversal of the valuation allowance and other adjustments to the deferred tax assets resulted in the recognition of income tax benefits to operations of $57.9 million in 2007. As of December 31, 2008 and 2009, the Company had no valuation allowance against its deferred tax assets.

The Company’s deferred tax assets and liabilities consisted of the following as of December 31:

(in millions)	2008			2009
Deferred tax assets:
Current
Alternative Minimum Tax Credits	$	1.0		$	—
Other		0.5			0.9
Compensation accrual		0.6			0.8
Net operating loss carryforwards		22.8			—
Total current deferred tax asset		24.9			1.7
Long-term deferred tax assets (liabilities), net
Net operating loss carryforwards		9.3			81.0
Research and development tax credits		9.0			9.0
Deferred revenue		92.9			82.1
Accumulated other comprehensive income		0.9			—
Other assets		1.5			3.0
Fixed assets		(115.4	)		(186.4	)
Alternative minimum tax credits		1.8			—
Other liabilities		—			—
Total long-term deferred tax (liabilities), net		—			(11.3	)
Total deferred tax assets (liabilities)		24.9			(9.6	)
Valuation allowance		—			—
Net deferred tax assets	$	24.9		$	(9.6	)

At December 31, 2009, the Company had net operating loss (NOL) carryforwards for federal and state income tax purposes of approximately $214.8 million and $189.1 million, respectively. In addition, the Company has research and development tax credits of approximately $9.0 million, which may be available to offset future federal income tax liabilities. If unused, the Federal carryforwards and credits will begin to expire during the years 2019 to 2029. If unused, the state carryforwards and credits will begin to expire during the years 2010 to 2029. The Internal Revenue Code places certain limitations on the annual amount of net operating loss carryforwards, which can be utilized if certain changes in the Company’s ownership occur. The Company believes that such changes have occurred and may occur in the future to further limit the utilization of the carryforwards.

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The benefit (expense) for income taxes differs from the amount computed by applying the U.S. federal income tax rate of 35% to income or loss before income taxes as follows:

(in millions)	2007			2008			2009
Federal income tax expense	$	(13.3	)	$	(32.2	)	$	(27.4	)
Permanent differences		(0.4	)		(1.1	)		(1.2	)
State income tax expense, net federal impact		(1.4	)		(3.4	)		(2.4	)
Change in valuation allowance		73.0			(1.4	)		—
	$	57.9		$	(38.1	)	$	(31.0	)

In January 2007, the Company recognized a reduction in general business tax credits computed in and carried over from prior years of $4.5 million. There have been no changes in the Company’s tax contingencies during 2008 and 2009. The tax years 1996 through 2009 remain open to examination by the United States taxing jurisdictions to which we are subject. The Company recognizes accrued interest and penalties related to uncertain tax positions as a component of tax expense. The Company did not have any accrued interest or penalties recorded at December 31, 2009. The Company does not anticipate a material change to the amount of uncertain tax positions within the next 12 months.

A reconciliation of the Company’s uncertain tax positions is as follows:

(in millions)
Balance as of December 31, 2008	$	4.5
Current year changes		—
Balance as of December 31, 2009	$	4.5

While management believes the Company has adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued positions as a result of uncertain and complex application of tax regulations. Additionally, the recognition and measurement of certain tax benefits includes estimates and judgment by management and inherently includes subjectivity. Accordingly, additional provisions on tax-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.

In, prior years, the Company was subject to the alternative minimum tax (AMT) which is based on current year AMT income (AMTI) less NOL carryforwards which cannot exceed 90% of AMTI. The net result is subject to the 20% AMT rate. The Company incurred current federal AMT of $0.7 million and $1.4 million, for the fiscal years ended December 31, 2007 and 2008, respectively. In 2009 the Company generated a taxable loss resulting from accelerated depreciation on its WorldView-2 satellite. Current tax legislation allows this loss to be carried back to prior years which will reduce prior years AMT income to zero and will generate a refund of all previously paid AMT.

In connection with the preparation of the second quarter 2008 income tax provision and the 2007 income tax return, the Company became aware of certain adjustments that should be made to the release of the valuation allowance that was recorded in the fourth quarter of 2007. The net operating loss carryforward recorded as a deferred tax asset as of December 31, 2007 and related income tax benefit for the year ended December 31, 2007 should have been reduced by $1.4 million, due to tax basis and related tax depreciation differences. Management has assessed the impact of this adjustment and does not believe this amount is material, individually or in the aggregate, to any previously issued financial statements or to our operations for 2008. The Company recorded this non-cash out of period adjustment in the second quarter of 2008 increasing income tax expense and reducing net income for the three-month and six-month periods ended June 30, 2008 by $1.4 million or $0.03 basic and diluted EPS.

NOTE 11. Benefit Plan

In October 1995, we adopted a 401(k) Savings and Retirement Plan (the 401(k) Plan), a tax-qualified plan covering substantially all of the Company’s employees. Employees may elect to contribute, subject to certain limitations, up to 60% of their annual compensation to the 401(k) plan. The 401(k) Plan provides that we may contribute matching contributions to the 401(k) Plan at the discretion of the Company’s management as approved by the board of directors. We recorded approximately $1.0 million, $1.2 million and $1.5 million of matching contribution expense for the years December 31, 2007, 2008 and 2009, respectively.

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NOTE 12. Related Party Transactions

As a result of the Company’s initial public offering in May 2009, the Company has reevaluated related parties due to the change in ownership and has concluded that Morgan Stanley & Co. Incorporated (Morgan Stanley) and Beach Point Capital Management L.P. remain its only related parties. On a prospective basis, the Company will only update related party information for these two entities. As a result of the IPO, Ball Corporation, Hitachi Ltd./Hitachi Software Engineering Co., Ltd., ITT Industries, Inc./Eastman Kodak, MacDonald Dettwiler and Associates, and Telespazio S.p.A./Eurimage S.p.A. are no longer related parties going forward from the initial public offering date. Historical information pertaining to these companies will continue to be disclosed if balances and activity for these entities is included in the financial statements presented.

Morgan Stanley

There were no amounts owed to Morgan Stanley in accounts payable and/or accrued liabilities to related party at December 31, 2008 and 2009.

The accrued interest on the Second Swap transaction owed by the Company to an affiliate of Morgan Stanley was $(0.1) million at December 31, 2008. There was no accrued interest related to the Second Swap at December 31, 2009. The fair value of the Swap transactions at December 31, 2008, $(1.0) million. The Second Swap terminated on April 18, 2009 and the Company paid the fair value of the Third Swap in conjunction with the repayment of our senior credit facility and senior subordinated notes. The Company did not have any swaps at December 31, 2009.

In February 2008, we issued senior subordinated notes in the amount of $40.0 million before issuance costs to Morgan Stanley and funds and affiliates that are now managed by Beach Point Capital Management L.P.. In addition, an affiliate of Morgan Stanley earned fees totaling $0.4 million for the placement of these notes.

As a result of the debt repayment in April 2009, all deferred financing fees paid to Morgan Stanley associated with this debt were expensed to the income statement in loss from early extinguishment of debt. As a result of the early extinguishment of debt, the Company paid a penalty of $0.9 million and $7.1 million in new deferred financing fees. In April 2009, we paid our senior subordinated notes in full.

In April 2008, we made an initial filing of our S-1 registration statement (S-1) with the SEC. In that filing, we named Morgan Stanley as a book-runner manager for our proposed IPO.

In July 2008, the Company entered into an agreement with an affiliate of Morgan Stanley to provide management services for the Company’s employee stock option plans.

In April 2009, Morgan Stanley was the book-running manager for our senior secured note offering.

At December 31, 2008 and 2009 Morgan Stanley and its affiliates held 15,968,099 and 14,366,395 shares, respectively, of the Company’s common stock. Pursuant to the Investor Agreement between us and Morgan Stanley, currently, five Morgan Stanley designees have been duly elected to and are serving on our Board of Directors. The Directors are Mr. Zervigon, Mr. Albert, Mr. Jenson, Mr. Whitehurst and Mr. Cyprus. Mr. Albert, Mr. Jenson, Mr. Whitehurst and Mr. Cyprus are independent directors, as defined under the applicable rules of the New York Stock Exchange.

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Beach Point Capital Management L.P. (assignee of Post Advisory Group LLC)

In January 2009, Beach Point Capital Management L.P. (Beach Point Capital) assumed certain rights and obligations from Post Advisory Group LLC. In connection with that assignment, Beach Point Capital became investment manager of certain funds that hold common stock of the Company. In February 2008, we issued senior subordinated notes in the amount of $40.0 million before issuance costs to Morgan Stanley & Co. Incorporated and funds and affiliates that are now managed by Beach Point Capital. In addition, Beach Point Capital and its related funds and affiliates earned fees totaling $0.4 million for the placement of these notes.

As a result of the debt repayment in April of 2009, all deferred financing fees paid to Beach Point Capital associated with this debt were expensed to the income statement in loss from early extinguishment of debt. As a result of the early extinguishment of debt, the Company paid a penalty of $0.9 million. In April 2009, we paid our senior subordinated notes in full.

At December 31, 2008 and 2009, Beach Point Capital and their related funds and affiliates held 6,487,923 and 3,168,839 shares, respectively, of the Company’s common stock.

Ball Corporation

Under various contracts with Ball Aerospace, we incurred expenses of $128.1 million and $32.2 million for the years ended December 31, 2007 and 2008 respectively, which were capitalized as part of the costs of building our WorldView-1 and WorldView-2 satellites. We incurred expenses of $13.1 million for the year 2009 until the IPO date, which was capitalized as part of the costs of building our WorldView-2 satellite. There were no amounts owed to Ball Aerospace in accounts payable to related party or accrued liabilities to related party at December 31, 2008.

At December 31, 2008 and 2009, Ball Corporation and its affiliates held 2,791,090 and 697,772 shares, respectively, of the Company’s common stock. During 2007, Ball Corporation had a designated representative serving on the Board. This representative resigned from the Board in December 2007.

Hitachi, Ltd./Hitachi Software Engineering Co., Ltd.

Hitachi, Ltd. (Hitachi), currently is a master international distributor of the Company’s products and was the exclusive distributor in most of Asia. Its rights and obligations have been assigned to Hitachi Software Engineering Co., Ltd. (Hitachi Software), an affiliate of Hitachi. Its exclusivity in most of Asia was amended in January 2004 to allow DigitalGlobe access to markets outside of Japan.

On January 28, 2005, we entered into a data distribution agreement with Hitachi Software which appoints Hitachi Software as a reseller of our products and services and authorized Hitachi Software to sell access time to our WorldView-2 satellite. Under the data distribution agreement we received a payment of $10.0 million in 2005. We entered into a direct access facility purchase agreement with Hitachi Software on March 23, 2007. Under this agreement, we will construct and sell to Hitachi Software a direct access facility, which will allow a customer of Hitachi Software to directly access and task our WorldView-2 satellite. In total, under our direct access facility purchase agreement, we have received $14.7 million of payments at December 31, 2008. As of December 31, 2008, the accumulated amount received from Hitachi Software related to the data distribution agreement and the direct access facility purchase agreement of $24.7 million was included in deferred revenue from related party. Engineering work associated with the agreement has been subcontracted to MacDonald Dettwiler and Associates Ltd. (MDA), also a stockholder of the Company.

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Hitachi earned sales commissions on direct sales by the Company to customers in its region of $1.4 million for the year ended December 31, 2008. Hitachi earned sales commissions on direct sales by the Company to customers in its region of $0.5 million for the year 2009 until the initial public offering date. These amounts are accounted for as a reduction of revenue in the consolidated statements of operations. Amounts owed to Hitachi in accrued liabilities to related party totaled $0.1 million at December 31, 2008.

Hitachi Software purchased approximately $9.5 million of the Company’s products in the year ended December 31, 2008 and $2.7 million for the year 2009 until the initial public offering date. Hitachi had a balance in accounts receivable from related party of $0.9 million at December 31, 2008.

At December 31, 2008 and 2009, Hitachi and its affiliates held 3,309,144 and 3,309,144 shares, respectively, of the Company’s common stock. Until January 2008, they had a designated representative serving on the board of directors.

ITT Industries, Inc./Eastman Kodak

Under various contracts with ITT Industries, we incurred expenditures of $13.5 million and $7.0 million for the years ended December 31, 2007 and 2008, and $0.8 million for the year 2009 until the initial public offering date, which were capitalized as part of the costs of building our satellites. There were no amounts owed in accounts payable to related party at December 31, 2008. Amounts owed to ITT Industries in accrued liabilities to related party totaled $0.1 million at December 31, 2008.

At December 31, 2008 and 2009, ITT held 770,208 and 770,208 shares, respectively, of the Company’s common stock.

MacDonald Dettwiler and Associates, Ltd.

Since September 1996, we have had a series of agreements with MDA, a stockholder of the Company, for purchase of various goods, software licenses and engineering and related services.

Under various agreements we have incurred expenditures of $4.8 million and $11.8 million for the year ended December 31, 2007 and 2008, respectively, and $3.1 million for the year 2009 until the initial public offering date. Total costs incurred with MDA related to the construction of the direct access facility for Hitachi of $13.6 million was recorded as long term deferred contract costs to related parties at December 31, 2008. Remaining expenditures have been capitalized in the cost of the satellites. Amounts owed to MDA in accrued liabilities to related party totaled $1.0 million at December 31, 2008.

At December 31, 2008 and 2009, MDA and its affiliates held 27,667 and 27,667 shares, respectively, of the Company’s common stock.

Telespazio S.p.A./Eurimage S.p.A.

Telespazio S.p.A. (Telespazio), is a master reseller of our products and services in Europe. Telespazio earned sales commissions on direct sales by the Company to customers in its region of $0.5 million and $0.6 million for the year ended December 31, 2007 and 2008, respectively and $0.5 million for the year 2009 until the initial public offering date. Amounts owed to Telespazio in accounts payable to related party totaled $1.8 million at December 31, 2008.

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Telespazio and its reseller and subsidiary, Eurimage S.p.A. (Eurimage), purchased approximately $6.9 million and $5.6 million of the Company’s products in the year ended December 31, 2007 and 2008 and $1.6 million for the year 2009 until the initial public offering date. Amounts owed to us by Telespazio/Eurimage in accounts receivable from related party totaled $0.3 million at December 31, 2008.

At December 31, 2008 and 2009, Telespazio and its affiliates held 794,641 and 0 shares, respectively, of the Company’s common stock.

NOTE 13. Material Relationship

National Geospatial-Intelligence Agency (NGA)

The ClearView Agreement, executed in 2002, with NGA originally provided for minimum annual purchase commitments over four years. There is currently no minimum purchase commitment for year five of the agreement. In January 2007, the ClearView Agreement was merged into the NextView Agreement.

Under the NextView Agreement, we initiated the development of the WorldView system in August 2003 and on November 16, 2007 the WorldView-1 Satellite reached its full operational capability. The NextView agreement provided for the advance payment of $266.0 million prior to the FOC of WorldView-1. These advance payments are accounted for as deferred revenue when funds are received. In November 2007, when the WorldView-1 satellite became certified as operational, the advance payments started to be ratably recognized as revenue over the estimated remaining life of the NGA customer relationship, currently assessed to correspond with the life of the WorldView-1 satellite, or 10.5 years.

The NextView agreement originally provided for minimum data purchase commitments from the WorldView-1 satellite. In January 2008, we amended the NextView agreement to modify the purchase arrangement with NGA from area-based ordering to a Service Level Agreement (SLA).

NOTE 14. Commitments and Contingencies

The Company is obligated under certain non-cancelable operating leases for office space and equipment. We currently lease approximately 199,476 square feet of office and operations space in two locations in Longmont, Colorado. This space includes our principal executive offices. The rent varies in amounts per year through its expiration date in August 2015. Lease expense for the Longmont location has been recorded straight line over the term of the lease. The Company received approximately $8.5 million of certain rent incentives that we have deferred and are amortizing over the life of the lease. We have $3.8 million and $2.6 million of net leasehold improvements at December 31, 2008 and 2009, respectively, which we are amortizing ratably over the remaining lease term.

Rent expense net of sublease income approximated $2.6 million, $2.3 million and $3.6 million for the years ended December 31, 2007, 2008 and 2009, respectively.

We enter into agreements in the ordinary course of business with resellers and others. Most of these agreements require us to indemnify the other party against third-party claims alleging that one of our products infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right. Certain of these agreements require us to indemnify the other party against claims relating to property damage, personal injury or acts or omissions by us, our employees, agents or representatives. In addition, from time to time we have made guarantees regarding the performance of our systems to our customers.

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In addition, the majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company evaluates and estimates losses from such indemnification based on the likelihood that the future event will confirm the loss ranging from probable to remote. To date, 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 Company’s financial statements.

Future minimum lease payments under all non-cancelable operating leases (net of aggregate future minimum non-cancelable sublease rentals) as of December 31, 2009 are summarized below:

	Operating			Other
	Leases			Commitments
2010	$	3.3		$	13.0
2011		4.6			16.8
2012		2.9			11.8
2013		2.6			3.7
2014 and thereafter		3.6			3.2
	$	17.0		$	48.5
Sublease rentals		(1.1	)		—
	$	15.9		$	48.5

In addition to operating lease commitments, other contractual commitments related to the manufacture and delivery of key components for the Company’s WorldView-2 satellite are included in the table above.

NOTE 15. Acquisition

On January 4, 2007, the Company acquired GlobeXplorer for a total purchase price of $21.3 million, consisting of $9.4 million in cash consideration, net of cash acquired of $1.4 million, approximately $0.6 million in acquisition costs and 500,000 shares of the Company’s common stock, valued in the aggregate at $11.3 million based on the December 2006 sale of common stock. GlobeXplorer is a producer, integrator and provider of geographic data and earth imagery.

In valuing GlobeXplorer for the acquisition, the Company utilized recognized valuation methodologies. We obtained projected financial results from GlobeXplorer, adjusted those projections based on our knowledge of the market and then valued GlobeXplorer with a discounted cash flow model using those projections, an appropriate weighted cost of capital as a discount factor and an appropriate terminal multiple of earnings before interest, taxes, depreciation and amortization (EBITDA). After our initial valuation, we allocated the purchase price by performing a discounted cash flow valuation of GlobeXplorer’s business, the value of customer relationships, the value of the core technology and the value of certain relationships with prior management.

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GlobeXplorer’s accounts and results of operations have been included in the consolidated financial statements of the Company since the acquisition date. The purchase price allocation resulted in $9.0 million of identifiable intangible assets, consisting primarily of trademarks, core technology and customer relationships, and $8.7 million of goodwill, after adjusting the additional acquired net assets to fair value. The $21.3 million purchase price was allocated as follows:

(in millions)
Working capital (net of cash)	$	2.0
Aerial image library		3.2
Fixed assets		0.6
Deferred revenue		(2.2	)
Intangible assets		9.0
Goodwill		8.7
Total allocation of purchase price	$	21.3

Intangible assets resulting from the acquisition of GlobeXplorer during 2007 consist of the following:

Customer relationships	$	4.3
Core technology		3.1
Trademark/trade name		1.1
Non-compete agreement		0.5
Intangible assets	$	9.0

The identifiable intangible assets are being amortized on a straight-line basis over their useful lives, ranging from three to five years, except for customer relationships, which are being amortized using the declining balance method over a five year period. Goodwill represents the excess of the purchase price over the value of identifiable net assets and derives primarily from synergies in the operations of the combined business as well as allowing the Company to enter the web-based imagery distribution business sooner than would otherwise have been possible.

NOTE 16. Quarterly Results from Operations (unaudited)

	2008												2009
	For the Quarters Ended												For the Quarters Ended
(in millions)	Mar 31			Jun 30			Sep 30			Dec 31			Mar 31			Jun 30			Sep 30			Dec 31
Revenue	$	68.8		$	67.4		$	66.8		$	72.2		$	67.2		$	70.0		$	71.8		$	72.9
Income before income taxes		23.5			21.7			23.8			22.9			17.7			14.0			23.9			22.8
Income tax benefit (expense)		(9.4	)		(10.1	)		(9.5	)		(9.1	)		(7.1	)		(5.6	)		(9.3	)		(9.0	)
Net income	$	14.1		$	11.6		$	14.3		$	13.8		$	10.6		$	8.4		$	14.6		$	13.8
Earnings per share — basic	$	0.32		$	0.27		$	0.33		$	0.32		$	0.24		$	0.19		$	0.33		$	0.32
Earnings per share — fully diluted	$	0.32		$	0.26		$	0.32		$	0.31		$	0.24		$	0.19		$	0.32		$	0.30
Weighted average common shares outstanding		43,420,261			43,434,781			43,459,653			43,434,251			43,499,757			44,163,507			44,679,714			43,219,134
Weighted average fully diluted shares outstanding		44,162,965			44,189,262			44,346,877			43,979,426			43,989,202			44,695,213			45,397,989			45,599,550

In connection with the preparation of our 2007 federal income tax return, we determined that certain adjustments should have been made prior to the release of the valuation allowance that was recorded in the fourth quarter of 2007 of $59.1 million. We noted that the net operating loss carryforward recorded as a deferred tax asset as of December 31, 2007 and related income tax benefit for the year ended December 31, 2007 should have been reduced by $1.4 million. We determined the adjustment is not material as of or for the years ended December 31, 2007 and 2008. Accordingly, the error was corrected in the second quarter of 2008.

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NOTE 17. Subsequent Events

On January 4, 2010, our WorldView-2 satellite achieved full operational capability. The company began taking orders from the WorldView-2 satellite during the fourth quarter of 2009 and we are currently selling imagery from the WorldView-2 satellite.

On February 9, 2010, DigitalGlobe, Inc. signed a contract to modify its Service Level Agreement, or SLA, with the National Geospatial-Intelligence Agency, or NGA. The modification restructures the option for NGA to extend the term of the SLA. The original option, if exercised, provided for a single nine-month extension of the term, from April 1, 2010 to December 31, 2010. The modified option grant NGA the option to extend the SLA for three months on the same terms, from April 1, 2010 to June 30, 2010, with the six additional options, each for a one-month period, with the last option term expiring on December 31, 2010.

Our Company has evaluated and disclosed all subsequent events that have occurred from December 31, 2009 through February 24, 2010. Besides the subsequent events listed above, there were no other subsequent events that required disclosure in our financial statements.

NOTE 18. Valuation and Qualifying Accounts

			Additions
	Balance at		(Reductions)						Balance at
	Beginning of		Charged to			Write-offs And			End of
(in millions)	Period		Operations			Adjustments			Period
Allowance for doubtful accounts
Year Ended:
December 31, 2009		0.9		1.0			(0.7	)		1.2
December 31, 2008		0.6		0.4			(0.1	)		0.9
December 31, 2007		0.4		0.3			(0.1	)		0.6
Valuation allowance for deferred tax assets
Year Ended:
December 31, 2009		—		—			—			—
December 31, 2008		—		—			—			—
December 31, 2007		77.5		(73.0	)		(4.5	)		—

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), we have evaluated our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a -15(e)) as of December 31, 2009. Based upon that evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There has been no change in the company’s internal control over financial reporting during the fourth quarter ended December 31, 2009, that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors, including the audit committee and audit committee financial experts, and executive officers and compliance with Section 16(a) of the Exchange Act will be included in our definitive proxy statement for the 2010 Annual Meeting of Stockholders (the Proxy Statement) and is incorporated herein by reference.

We have adopted a Code of Ethics and Business Conduct that governs our senior officers, including our chief executive officer and chief financial officer, and employees. Copies of our Code of Ethics and Business Conduct are available on our website at www.digitalglobe.com and may also be obtained upon request without charge by writing to the Secretary of the Company, DigitalGlobe, Inc., 1601 Dry Creek Drive, Suite 260, Longmont, Colorado 80503. We will post to our website any amendments to the Code of Ethics and Business Conduct, and any waivers that are required to be disclosed by the rules of either the SEC or the NYSE.

Copies of our Corporate Governance Guidelines and the charters of our Audit Committee, Compensation Committee and Nominating and Governance Committee are available on our website and may also be obtained upon request without charge as described in the preceding paragraph.

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ITEM 11. EXECUTIVE COMPENSATION

The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item, including information relating to security ownership of certain beneficial owners of our common stock and of our management, will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item, including information under the caption “Certain Relationships and Related Transactions” in the Proxy Statement and information regarding director independence, will be included in the Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item, including information under the caption “Independent Registered Public Accounting Firm Fees and Services” in the Proxy Statement, will be included in the Proxy Statement and is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of documents filed as part of this report:

(1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

See the Index to Financial Statements and Financial Statement Schedules set forth in Part II, Item 8 of this report.

(2) Financial Statement Schedules

See the Index to Financial Statements and Schedule set forth in Part II, Item 8 of this report.

(3) List of Exhibits

The agreements included as exhibits to this report contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, the Company is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.

Exhibit Index

Exhibit
Number		Description
	3.1	Amended and Restated Certificate of Incorporation
	**3.2	Amended and Restated By-laws
	*4.1	Specimen Common Stock Certificate
	*4.2	Indenture relating to the senior secured notes, by and between DigitalGlobe, Inc. and U.S. Bank, National Association, as trustee, dated as of April 28, 2009
	#10.1	NextView Contract #NMAHM 1573-04-C-0001, by and between DigitalGlobe, Inc. and National Geospatial — Intelligence Agency (NGA), dated December 9, 2003, as amended
	#*10.2	Data Reception and Distribution Agreement, by and between DigitalGlobe, Inc. and Hitachi Software Engineering Co., Ltd., dated September 15, 2005, as amended by Amendments Number 1 to 4
	#*10.3	Direct Access Facility Purchase Agreement by and between DigitalGlobe, Inc. and Hitachi Software Engineering Co., Ltd., dated March 23, 2007, as amended by Amendment Number 1, dated as of July 10, 2007

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Exhibit
Number		Description
	*10.4	Office Lease, by and between DigitalGlobe, Inc. and K/B Fund IV, dated March 19, 2004, as amended and assigned to Hub Properties Trust as a successor interest of K/B Fund IV
	*10.5	Stockholders’ Agreement, among DigitalGlobe, Inc. and certain stockholders listed on the signature pages thereto
	*10.6	Amendment to the Stockholders’ Agreement, dated as of March 24, 2008 among DigitalGlobe, Inc. and certain stockholders
	*10.7	Letter Agreement by and between DigitalGlobe, Inc. and Post Advisory Group, dated as of June 25, 2008
	*10.8	Purchase and Sale Agreement, dated as of January 26, 2004, between DigitalGlobe, Inc., Post Advisory Group and certain funds and accounts managed by Post Advisory Group
	*10.9	Assignment, by and among DigitalGlobe, Inc., Post Advisory Group and Beach Point Capital, dated February 9, 2009, of 2004 Purchase and Sale Agreement and June 2008 Letter Agreement.
	*10.10	Investor Agreement by and between DigitalGlobe, Inc. and Morgan Stanley & Co., Inc., dated as of April 28, 2009
	*10.11	Employment Agreement by and between DigitalGlobe, Inc. and Jill D. Smith, dated as of September 1, 2008
	*10.12	Employment Agreement by and between DigitalGlobe, Inc. and Yancey L. Spruill, dated as of June 1, 2008
	10.13	Offer letter to A. Rafay Khan, dated as of December 31, 2008
	10.14	Severance Protection Agreement by and between Digital Globe, Inc and A. Rafay Khan, dated as of January 16, 2009
	*10.15	Employment Agreement by and between DigitalGlobe, Inc. and S. Scott Smith, dated as of June 1, 2008
	*10.16	Offer Letter to J. Alison Alfers, dated as of December 13, 2007
	*10.17	Severance Agreement by and between DigitalGlobe, Inc. and J. Alison Alfers, dated as of June 1, 2008
	*10.18	1995 Stock Option/Stock Issuance Plan
	*10.19	Amended and Restated 1999 Equity Incentive Plan
	*10.20	2007 Employee Stock Option Plan
	*10.21	2008 Success Sharing Plan (Executive & Director Bonus Plan)
	10.22	2009 Success Sharing Plan (Executive & Director Bonus Plan)
	*21.1	Subsidiaries of Registrant
	31.1	Certificate of the Chief Executive Officer and President of DigitalGlobe, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certificate of the Chief Financial Officer of DigitalGlobe, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.3	Certificate of the Chief Executive Officer and the Chief Financial Officer of DigitalGlobe, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-150235).
#	Confidential treatment has been requested with respect to portions of this exhibit.
**	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

DigitalGlobe, Inc.
By:	/s/ Yancey L. Spruill
	Name:	Yancey L. Spruill
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jill D. Smith Jill D. Smith	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	February 24, 2010
/s/ Yancey L. Spruill Yancey L. Spruill	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	February 24, 2010
/s/ Paul M. Albert, Jr. Paul M. Albert, Jr.	Director	February 24, 2010
/s/ Nick S. Cyprus Nick S. Cyprus	Director	February 24, 2010
/s/ General Howell M. Estes III General Howell M. Estes III	Director	February 24, 2010
/s/ Warren C. Jenson Warren C. Jenson	Director	February 24, 2010
/s/ Alden Munson Jr. Alden Munson Jr.	Director	February 24, 2010
/s/ James M. Whitehurst James M. Whitehurst	Director	February 24, 2010
/s/ Eddy Zervigon Eddy Zervigon	Director	February 24, 2010

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF DIGITALGLOBE, INC.

Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law

DigitalGlobe, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:

1. The name of the Corporation is DigitalGlobe, Inc. The Corporation was originally incorporated under the name Earthwatch, Incorporated. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on August 21, 1995.

2. This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) and by the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the GCL.

3. This Restated Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation, as heretofore amended or supplemented.

4. The text of the Certificate of Incorporation is restated in its entirety as follows:

FIRST: The name of the Corporation is DigitalGlobe, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the GCL.

FOURTH: (a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred Seventy-Four Million (274,000,000) shares of capital stock, consisting of (i) Two Hundred Fifty Million (250,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”), (ii) Twenty-Four Million (24,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

1

(b) Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock is as follows:

(1) Each holder of record of shares of Common Stock shall be entitled to vote at all meetings of the stockholders and shall have one vote for each share held by such holder of record.

(2) Subject to the prior rights of the holders of all classes or series of stock at the time outstanding having prior rights as to dividends, the holders of shares of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

(3) Subject to the prior rights of creditors of the Corporation and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of the Corporation, in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares of Common Stock shall be entitled to receive their ratable and proportionate share of the remaining assets of the Corporation.

(4) No holder of shares of Common Stock shall have cumulative voting rights.

(5) No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

(c) Preferred Stock. The Board of Directors is hereby expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

2

(d) Power to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b) The Board of Directors shall consist of not less than one or more than fifteen members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.

(c) The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors shall terminate on the date of the 2010 annual meeting; the term of the initial Class II directors shall terminate on the date of the 2011 annual meeting; and the term of the initial Class III directors shall terminate on the date of the 2012 annual meeting. At each succeeding annual meeting of stockholders beginning in 2010, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(d) Any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.

(e) A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

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(f) Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

(g) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

(h) Unless otherwise required by law, special meetings of stockholders, for any purpose or purposes, may be called at any time by either (i) the Chairman, if there be one, (ii) the President, (iii) or the Chief Executive Officer, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors, or (ii) a committee of the Board of Directors that has been designated by the Board of Directors and whose powers include the authority to call such meeting. The ability of stockholders to call a special meeting of stockholders is specifically denied.

SIXTH: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended. Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

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SEVENTH: The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article SEVENTH.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

EIGHTH: Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is hereby specifically denied.

NINTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

TENTH: In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. The Corporation’s By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote at an election of directors.

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ELEVENTH: Subject to applicable law and notwithstanding any other provision of this Restated Certificate of Incorporation to the contrary, outstanding shares of stock of the Corporation shall always be subject to redemption by the Corporation, by action of the Board of Directors, if in the judgment of the Board of Directors such action should be taken, pursuant to Section 151(b) of the GCL or any other applicable provision of law, to the extent necessary to prevent the loss or secure the reinstatement of any license or franchise from any governmental agency held by the Corporation or any of its subsidiaries to conduct any portion of the business of the Corporation or any of its subsidiaries, which license or franchise is conditioned upon some or all of the holders of the Corporation’s stock possessing prescribed qualifications. The terms and conditions of such redemption shall be as follows:

(a) The redemption price of the shares to be redeemed pursuant to this Article ELEVENTH shall be determined by the Board of Directors and shall be equal to the Fair Market Value (as defined herein) of such shares or, if such shares were purchased by one or more Disqualified Holders (as defined herein) within one year of the Redemption Date (as defined herein), the lesser of (i) the Fair Market Value of such shares and (ii) the purchase price paid by such Disqualified Holder for such shares; provided, however that the Board of Directors may specify a different redemption price in any resolution or resolutions providing for the issuance of any shares of Preferred Stock.

(b) At the election of the Corporation, the redemption price of such shares may be paid in cash, notes, Redemption Securities (as defined herein) or any combination thereof. Any notes issued to a Disqualified Holder pursuant to this section (b) of Article ELEVENTH shall be unsecured notes of the Corporation, shall be subordinated to all existing and future indebtedness of the Corporation, shall mature on the fifth anniversary of the date of the Redemption Date and shall accrue interest at a rate initially equal to the prime rate of interest as published in The Wall Street Journal (the “Prime Rate”) on the business day immediately prior to the Redemption Date through the end of the calendar quarter in which the Redemption Date occurs and for each calendar quarter thereafter at the Prime Rate published on the last business day of the preceding calendar quarter.

(c) To the extent that the qualifications of more than one Disqualified Holder cause the lack of compliance with the applicable license or franchise, but compliance by fewer than all of such Disqualified Holders would address the deficiency, the Board of Directors may in its discretion elect which Disqualified Holders shall be subject to redemption and shall be under no obligation to effectuate a redemption pro rata among all such Disqualified Holders.

(d) At least 30 days’ prior written notice of the Redemption Date (or such lesser time as to not cause undue jeopardy to the retention or restatement of the applicable license or franchise) shall be given to any Disqualified Holder of shares selected to be redeemed (unless waived in writing by any such holder), provided that the Redemption Date may be the date on which written notice shall be given to such holder if the cash, notes or Redemption Securities necessary to effect the redemption shall have been deposited in trust for the benefit of such holder and subject to immediate withdrawal by it upon surrender of the stock certificates formerly representing the shares redeemed. Notwithstanding the foregoing, if following receipt of such written notice and prior to the Redemption Date, in the reasonable opinion of the Board of Directors, the Disqualified Holder takes such actions as may be required to make its ownership of the Corporation’s stock compliant with the prescribed qualifications of the applicable license or franchise, and if the Corporation does not take such actions necessary to cause the Redemption Date to be the date on which such written notice is given, than the Corporation shall not be obligated to redeem such shares.

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(e) From and after the Redemption Date, any and all rights of whatever nature that any Disqualified Holder may have with respect to any shares selected for redemption (including, without limitation, any rights to vote or participate in dividends declared on stock of the same class or series as such shares) shall cease and terminate, and such Disqualified Holder shall thenceforth be entitled only to receive, with respect to such shares, the cash, notes or Redemption Securities payable upon redemption.

(f) If a redemption becomes effective, the Disqualified Holder shall indemnify and reimburse the Corporation for all direct and indirect costs and expenses, including attorney’s fees, incurred by the Corporation in performing its obligations and exercising its rights under this Article ELEVENTH.

(g) The Board of Directors may also impose additional terms and conditions in connection with any redemption under this Article ELEVENTH.

(h) For purposes of this Article ELEVENTH:

(i) “Disqualified Holder” shall mean any holder of shares of stock of the Corporation whose holding of such stock, either individually or when taken together with the holding of shares of stock of the Corporation by any other holders, may result, in the judgment of the Board of Directors, in the loss of, or the failure to secure the reinstatement of, any license or franchise from any governmental agency held by the Corporation or any of its subsidiaries to conduct any portion of the business of the Corporation or any of its subsidiaries.

(ii) “Fair Market Value” of a share of the Corporation’s stock of any class or series shall mean the average Closing Price (as defined herein) for such a share for each of the 45 most recent days on which shares of stock of such class or series shall have been traded preceding the day on which notice of redemption shall be given pursuant to paragraph (d) of this Article ELEVENTH; provided, however, that if shares of stock of such class or series are not traded on any securities exchange or in the over-the-counter market, “Fair Market Value” shall be determined by the Board of Directors in good faith. “Closing Price” on any day

7

means the reported closing sales price or, in case no such sale takes place, the average of the reported closing bid and asked prices on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or bid quotation for such stock on any system then in use, or if no such prices or quotations are available, the fair market value on the day in question as determined by the Board of Directors in good faith.

(iii) “Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of stock of the Corporation pursuant to this Article ELEVENTH.

(iv) “Redemption Securities” shall mean any debt or equity securities of the Corporation, any of its subsidiaries or any other entities, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Article ELEVENTH, at least equal to the price required to be paid pursuant to paragraph (a) of this Article ELEVENTH (assuming for purposes of such valuation, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and trading under normal conditions).

TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed in this Restated Certificate of Incorporation, the Corporation’s By-Laws or the GCL, and all rights herein conferred upon stockholders are granted subject to such reservation; provided, however, that, notwithstanding any other provision of this Restated Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the shares entitled to vote at an election of directors shall be required to amend, alter, change or repeal, or to adopt any provision as part of this Restated Certificate of Incorporation inconsistent with the purpose and intent of Articles FIFTH, EIGHTH, TENTH, ELEVENTH of this Restated Certificate of Incorporation or this Article TWELFTH.

8

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be executed on its behalf this 18 day of May, 2009.

DIGITALGLOBE, INC.
By:	/s/ J. Alison Alfers
	Name:	J. Alison Alfers
	Title:	Senior Vice President, General Counsel and Secretary

9

EX-10.1

Exhibit 10.1

Portions of this exhibit marked “[***Redacted***]” have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

UNCLASSIFIED

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE

PAGE OF PAGES

1

3

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

4. REQUISITION/PURCHASE REQ. NO.

5. PROJECT NO. (If applicable)

P00038

See Block 16C

6. ISSUED BY

CODE

HM0210

7. ADMINISTERED BY (If other than Item 6)

CODE

62LESSERM M

Nat’l Geospatial-Intelligence Agen. ATTN: [**Redacted**] 12310 SUNRISE VALLEY DRIVE RESTON VA 20191-3449

P.O.C. [**Redacted**] Phone: [**Redacted**] Fax: [**Redacted**] Email: [**Redacted**]

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

(x)

9A. AMENDMENT OF SOLICITATION NO.

DIGITALGLOBE, INC.

Attn: DIGITALGLOBE, INC.

1601 DRY CREEK DRIVE SUITE 260

9B. DATED (SEE ITEM 11)

LONGMONT CO 805036493

x

10A. MODIFICATION OF CONTRACT/ORDER NO. HM157304C0001

10B. DATED (SEE ITEM 13) 12/09/2003

CODE

7896384180000

FACILITY CODE

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

o      The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers o is extended, o is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required) Not Applicable

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

CHECK ONE

A.     THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

B.     THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C.     THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

X

D.     OTHER (Specify type of modification and authority) Mutual Agreement of the Parties

E. IMPORTANT:

Contractor

o is not.

x is required to sign this document and return 1 copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Tax ID Number: 31-1420852
DUNS Number: 789638418

The purpose of this modification is to restructure the Option Contract Line Item (CLIN) 0006 option to a three (3) month period (April 1, 2010 through June 30, 2010), with options to extend CLIN 0006 in six single monthly increments (August 2010, September 2010, October 2010, November 2010 and December 2010). If all seven (7) options were exercised (one 3 month period plus six 1 month periods) the total CLIN 0006 performance period would run through December 31, 2010. (CLIN 0006 was structured as a single nine (9) month performance period: April 1, 2010 through December 31, 2010.) Accordingly the contract is modified as follows:

Continued ...

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.
15A. NAME AND TITLE OF SIGNER (Type or print)		16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
[**Redacted**]		[**Redacted**]
15B. CONTRACTOR/OFFEROR	15C. DATE SIGNED	16B. UNITED STATES OF AMERICA		16C. DATE SIGNED
[**Redacted**] (Signature of person authorized to sign)	02-08-10	[**Redacted**] (Signature of Contracting Officer)		02-09-10
NSN 7540-01-152-8070 Previous edition unusable			STANDARD FORM 30 (REV. 10-83) Prescribed by GSA FAR (48 CFR) 53.243

UNCLASSIFIED

UNCLASSIFIED

CONTINUATION SHEET	REFERENCE NO. OF DOCUMENT BEING CONTINUED	PAGE OF
	HM157304C0001/P00038		2	3
NAME OF OFFEROR OR CONTRACTOR DIGITALGLOBE, INC

ITEM NO.	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
(A)	(B)	(C)	(D)	(E)	(F)
	1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.7 Option Line Item 0006-Imagery Acquisition COMMERCIAL IMAGERY (change page 7A is attached hereto):
	The first paragraph is revised to read: “The scope of effort for this firm fixed price line item is defined in Attachment 1 Statement of Work Section 4.2 and Appendix D. The total potential CLIN 0006 performance period is from April 1, 2010 through December 31, 2010, on a Service Level Agreement (SLA) basis. CLIN 0006 will have an initial performance period of three (3) months, followed by six one (1) month potential Option period extensions (July 1, 2010 through December 31, 2010). This effort is priced at the amount set forth below.”
	The total estimated firm fixed price (FFP) is revised to indicate a monthly fee of [**Redacted**].
	The last paragraph is revised to read: “Additionally, associated CLINs 0002, 0003, 0004, and 0005 will also be extended as appropriate to match the CLIN 0006 performance period.”
	2. Under Section H, Special Contract Requirements, Paragraph H.27 Exercise of Options (change page 24A is attached hereto):
	The requirement to exercise options within thirty (30) days prior to the end of the current contract period is revised to read fifteen (15) days.
	A second paragraph is added as follows: “For CLINs 0002, 0003, 0004, 0005, and 0006, the Option periods will be initially exercised for three (3) months, followed by potential extensions in monthly increments through December 31, 2010.”
	Delivery: 30 Days After Award Discount Terms: Net 30 Delivery Location Code: NGARESTON
	[**Redacted**]
	Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)
Sponsored by GSA
FAR (48 CFR) 53.110

UNCLASSIFIED

2

CONTINUATION SHEET	REFERENCE NO. OF DOCUMENT BEING CONTINUED	PAGE OF
	HM157304C0001/P00038		3	3
NAME OF OFFEROR OR CONTRACTOR DIGITALGLOBE, INC

ITEM NO.	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
(A)	(B)	(C)	(D)	(E)	(F)
	Payment:
	DFAS Acct. Mtn. & Control/JDAC      [**Redacted**]
	FOB: Destination [**Redacted**]
	Change Item 0006 to read as follows (amount shown is the obligated amount):
0006	NextView COMMERCIAL IMAGERY PROGRAM				0.00
	[**Redacted**]

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)
Sponsored by GSA
FAR (48 CFR) 53.110

UNCLASSIFIED

3

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

Part II Imagery Acquisition Activities

SECTION B — SUPPLIES OR SERVICES AND PRICES/COSTS

Scope and Period of Performance. This is fixed price contract for the procurement of imagery and other items and is conducted pursuant to 10 USC Chapter 137. The period of performance of this Contract is from 01 October 2006 through 31 July 2009.

B.1 Line Item 0001 – Imagery Acquisition COMMERCIAL IMAGERY

The scope of effort for this firm fixed price line item is defined in Attachment 1 Statement of Work Section 4.2 and Appendix D. CLIN 0001 performance from November 2007 through December 2007 is on a Pay-by-Imagery basis. Performance from January 1, 2008 through contract completion is on a Service Level Agreement (SLA) basis. This effort is priced at the amount set forth below.

WV60 Total Estimated FFP: [**Redacted**]

[**Redacted**]

CLIN 0001 will be incrementally funded in accordance with NGA budget and policy provisions. The Government’s and the Contractor’s continuing obligations under this Contract are contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any order placed under this Contract may arise until funds are made available to the Contracting Officer for such task order and until the Contractor receives notice of such availability in writing by the Contracting Officer.

B.2 Government Option 1

The Contracting Officer may exercise Option 1 at any time by written notice to the Contractor not less than sixty (60) days in advance of the option period of performance start date. Exercise and performance of this option is subject to the availability of funding. In the event funds are not available at option exercise, the following terms and conditions apply: “Funds are not presently available for this option. The Government’s and the Contractor’s obligations under this Contract are contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance may arise until funds are made available to the Contracting Officer for such option and until the Contractor receives notice of such availability in writing by the Contracting Officer.”

Line Item 0002 – Government Option 1: IMAGERY DERIVED PRODUCTS AND SERVICES

The scope of effort for this line item is defined in Attachment 1 Statement of Work appendix E. This effort is estimated at the amount set forth below.

Minimum Amount: $0
Maximum Amount: $265,000,000.00
Estimated Amount: None

Line Item 0002 is an indefinite-quantity line item for the supplies or services and prices as specified in the Attachment 1 Statement of Work or in separately issued Task Orders (using DD Form 1155), and are effective for the entire period of performance or as specified in the DD Form 1155. Delivery or performance shall be made only as authorized by orders issued in accordance with the Statement of Work, Section C. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in Line Item 0002 up to and including the amount designated as the “maximum.” The Government has no minimum order obligations. Except for the limitations in the value specified as the maximum amount, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

4

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

B.3 Total Contract Price/Total Contract Funding

[**Redacted**]

B.4 Line Item CLIN 0003 — QuickBird New Collections and Imagery Processing

[4 pages **Redacted**]

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

5

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

B.5 Line Item CLIN 0004 — Firewire Drives, Other Media and Shipping Expenses

[**Redacted**]

B.6 Line Item CLIN 0005 — System Engineering Services Support

This CLIN is priced at a [**Redacted**]. Line Item 0005 is a time and material level-of-effort (LOE) item for System Engineering Services Support in accordance with Contract Attachment 5. LOE support for Attachment 5 paragraphs 1.1.1 through 1.1.6 shall be as directed by the Contracting Officer’s Representative. Other LOE shall be provided for tasks under paragraph 1.1.7 as directed by the Contracting Officer.

CLIN 0005 will be incrementally funded in accordance with NGA budget and policy provisions. The Government’s and the Contractor’s continuing obligations under this CLIN is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any task placed under this CLIN may arise until funds are made available to the Contracting Officer for such tasks and until the Contractor receives notice of such availability in writing by the Contracting Officer.

B.7 Option Line Item 0006 — [**Redacted**]

The scope of effort for this firm fixed price line item is defined in Attachment 1 Statement of Work Section 4.2 and Appendix D. The total potential CLIN 0006 performance period is from April 1, 2010 through December 31, 2010, on a Service Level Agreement (SLA) basis. CLIN 0006 will have an initial performance period of three (3) months, followed by six one (1) month potential Option period extensions (July 1, 2010 through December 31, 2010). This effort is priced at the amount set forth below.

Total Estimated FFP: [**Redacted**].

CLIN 0006 will be incrementally funded in accordance with NGA budget and policy provisions. The Government’s and the Contractor’s continuing obligations under this Contract are contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any order placed under this Contract may arise until funds are made available to the Contracting Officer for such task order and until the Contractor receives notice of such availability in writing by the Contracting Officer. Additionally, associated CLINs 0002, 0003, 0004, and 0005 will also be extended as appropriate to match the CLIN 0006 performance period.

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SECTION C — DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 — Statement of Work

The Contractor shall provide all personnel, materials, and facilities to furnish the items specified in Section B of this contract in accordance with the Statement of Work(s), Attachment 1 and Attachment 5.

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SECTION D — PACKAGING AND MARKING

D.1 Packaging and Marking Instructions Preservation, Packaging, Packing, and Marking of Shipments (Commercially Packaged Items)

Packing, packaging, and marking shall be in accordance with Section C — Statement of Work. In the event such are not applicable, packing, packaging, and marking shall be in accordance with standard commercial practice for domestic shipment, as set forth in the Uniform Freight Classification for commercial practice, to assure arrival at destination in serviceable condition.

D.2 Prohibited Packing Materials

The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper and similar hygroscopic or non-neutral material) is prohibited.

D.3 Markings of Warranted Items

Each item covered by a warranty shall be stamped or marked as such. Where this is impracticable, written notice shall be attached to or furnished with the warranted item. Markings will state (i) substance of warranty, (ii) duration, and (iii) name of activity to be notified of defects. Electronic deliveries shall contain files describing the warranty.

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SECTION E — INSPECTION AND ACCEPTANCE

E.1 1 Inspection

The inspection or acceptance of work, accomplished and/or items produced or deliverable under this Contract shall be performed in accordance with the procedures and prerequisites as defined in Section C — Statement of Work and FAR 52.212-4(a).

E.2 Acceptance Period Unless notification of acceptance or rejection is received earlier, the Government acceptance shall be deemed to have occurred constructively at 30 days after receipt as defined in the Statement of Work(s), Attachment 1 and Attachment 5.

E.3 52.246-4 Inspection of Services — Fixed-Price

E.4 Acceptance

Acceptance of items produced under this Contract occurs upon delivery as defined in the Statement of Work(s), Attachment 1 and Attachment 5.

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SECTION F — DELIVERIES OR PERFORMANCE

F.1 52.242-17 Government Delay of Work (Apr 1984)

(1)      (a) If the performance of all or any part of the work of this contract is delayed or interrupted (1) by an act of the Contracting Officer in the administration of this contract that is not expressly or impliedly authorized by this contract, or (2) by a failure of the Contracting Officer to act within the time specified in this contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this contract caused by the delay or interruption and the contract shall be modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other contractual term or condition affected by the delay or interruption. However, no adjustment shall be made under this clause for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other term or condition of this contract.

     (b) A claim under this clause shall not be allowed — (1) For any costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved; and

(2) Unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the contract.

F.2 Place of Performance

The principal place of performance under this Contract shall be the Contractor’s facility located at 1601 Dry Creek Drive, Suite 260, Longmont. CO 80503.

F.3 Consignee and Address

In the event submitted items are classified TOP SECRET, SI/TK or other compartmented categories they shall be sent through Government approved courier channels to:

[**Redacted**]

Other agreement documentation or non-compartmented classification through SECRET may be forwarded by registered mail to:

[**Redacted**]

F.4 Personal Delivery

In the event any item under this Contract is personally delivered to the AOR or Contracting Officer, the Contractor shall obtain a signed receipt in duplicate from the AOR or Contracting Officer. One copy of the receipt shall be attached to the Contractor’s invoice submitted for payment for such item(s). Failure to do so may result in delayed payment.

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F.5 Term of this Contract

This Contract commences upon execution and continues through 31 March 2010, with one option to extend performance through 31 December 2010 (Line Item 0006). Provisions of this Contract, which, by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect, notwithstanding this Article. In the event requirements exceed the minimum contract amount requirements, the Government reserves the right to compete the additional requirements.

F.6 Place of Delivery:

a. Primary Delivery: Origin

The articles to be furnished hereunder shall be delivered upon placement by the NextView Contracting Officer or as designated at the time of tasking.

b. Secondary Delivery: Destination

Finished products shall be transmitted electronically upon NGA request after placement into the DigitalGlobe NGA Product Archive at no additional charge. If requested, NGA may designate another media type for delivery at additional expense.

F.7 52.242-15 Stop Work Order (Aug 1989)

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SECTION G — CONTRACT ADMINISTRATION DATA

G.1 Authority and Designation of an Contracting Officer’s Representative (COR)

(a) Authority. Performance of this Contract is subject to the technical guidance and review of the Contracting Officer or the designated representative. As used herein, “technical guidance” is restricted to scientific, engineering or other technical field of discipline matters directly related to the work to be performed. Such guidance may be provided for the purposes of filing in details, clarifying, interpreting or otherwise serving to accomplish the technical objectives and requirements of the Contract. In addition and unless specified elsewhere in this Contract, the authority of the designated representative is specifically limited to the technical administration of this Contract and the inspection of supplies being produced, services being provided or work being performed to assess compliance with the scope, the Government’s estimated cost share, schedule and technical requirements of the Contract.

(b) Designation. Designation of a Contracting Officer’s Representative (COR) will be accomplished by issuance of a letter signed by the Contracting Officer. Two copies of the letter, with reference to this clause, will be provided to the Contractor. The Contractor will acknowledge both the receipt of the designation and its understanding of the limited authority specified herein, by signing and returning a copy of the letter to the address indicated. Designation and acknowledgement may be accomplished via electronic communications.

(c) Notification. The Contracting Officer is the only representative of the government authorized to negotiate, enter into, modify or take any other action with respect to this Contract. Therefore, not other employee or representative of the Government has the authority to initiate a course of action which may alter the terms of this Contract. All revisions to specifications, requirements or informal commitments that may involve a change in either the total cost/price, scope, delivery schedule or legal aspects of this Contract must be accomplished by change order or supplemental Contract, to be negotiated and signed by the Contracting Officer. Should any action by Government personnel (other that the Contracting Officer) imply a commitment on the part of the Government, which would effect the terms of this Contract, the Contractor must notify the Contracting Officer and obtain approval prior to proceeding. Otherwise, the Contractor proceeds at its own risk.

G.2 Novation/Change of Name Notification Requirement

(a) For the purposes of this Contract, any transfer of all or substantially all of the Contractor’s assets to a third party, or change to the Contractor’s name will be processed in a centralized manner. The Contractor shall notify the Contracting Officer of any such proposed change.

(b) The Contractor shall provide written notification to the staff via facsimile within (30) thirty days of any aforementioned changes. Along with details of the change, the notification shall provide a point of contact name, title, clearance level, and phone and fax numbers.

(c) After receiving this notification, the Contractor designee will receive a letter with instructions to assist in the preparation of the novation/change-of-name package. This Agency will typically recognize Other Government Agency (OGA) Agreements; however, we have unique security requirements that must be addressed prior to formally accepting these agreements.

(d) The Contractor is reminded that it must continue to invoice under its former name on existing agreements until this Agency accepts your novation and/or change-of-name agreement by issuance of a letter recognizing the agreement. In addition, the Contractor is NOT authorized to request changes to its banking information to recognize a successor company on existing agreements until this Agency accepts the Contractor’s novation and/or change-of-name agreement. Any delays in submitting the required information may impact the Contractor’s ability to invoice.

(e) A submission of a novation or name change agreement does not guarantee approval by this organization and if a change is deemed unacceptable, the Contractor will remain under contractual obligation to perform. The Contract may be terminated for reasons of default should the Contractor not perform.

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G.3 52.232-33 Payments Electronic Funds Transfer — Central Contractor Registration (May 1999)

G.4 Contract Administration

The component listed in Block 7 of the face page of this contract will be the Contract Administration Office in performance of certain assigned contract administration functions of the Contracting Office in accordance with FAR 42.201. The Contract Administration Office (CAO) assigned responsibility for this contract will advise the Contractor of any necessary instructions and procedures to be followed in dealing with any applicable Government offices.

G.5 Remittance Address

[**Redacted**]

G.6 Invoices

Invoices for Line Item 0001 shall be submitted on a monthly basis for the deliveries within the preceding month. At the same time as submittal of the original invoice, the Contractor shall send a copy of each invoice to:

Addressee	Address
Contracting Officer:	[**Redacted**]
Contracting Officer’s Representative (COR)	[**Redacted**]

     Payments for orders shall be made as follows:

(a) Orders placed by the Government on the optional line items may utilize either credit card payment procedures or DFAS payment procedures. The determination regarding which method of payment will be used on individual orders will be made by the Government at the time of order issuance. The Government will suspend the use of credit card payment procedures upon a determination by the Contracting Officer that the Contractor is not in compliance with the instructions set forth below. The following specific instruction is provided for each of these payment procedures:

(i)	CREDIT CARD PAYMENT — Orders placed using credit card payment procedures will specify that credit card payment is authorized. The order will further specify the ordering Contracting Officer. All necessary credit card information will be provided in advance for Contractor use. The Contractor shall charge only the credit card of the ordering Contracting Officer.
	The Contractor shall be responsible for ensuring that the Government order information is passed through the credit card information network and that the information is received by the Contracting Officer. This information shall be entered and passed in accordance with the following example format:

AAxxxx 1,2,3,4,5

Where AAxxxx is the order number, ‘xxxx’ represents the four-digit suffix and ‘1,2,3,4,5’ represents order line item numbers under the order. Charges for multiple order line items will identify each line item separated by a comma with no spaces. The Contractor may charge for a single order line item or a combination of line items under the same order on a single credit card charge. When a partial delivery of an order line

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	item number is authorized, the Contract may charge for partial delivery of an order line item.
	The credit card charge and the order information passed through the credit card information network will represent the complete invoice. The Contractor shall not issue an additional invoice in any form separate from the credit card charging process.
(ii)	DFAS PAYMENT — Order utilizing DFAS as the payment office will specify the appropriate DFAS payment office if different from the DFAS office noted in this Contract. Copies of the invoice will be provided to the following individuals simultaneously:

(1)	Contracting Officer specified on each order
(2)	DFAS office as specified on each order
(3)	Receiving office as specified on each order

G.7 DELETED

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G.8 Accounting and Appropriation Data

[**Redacted**]

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SECTION H — SPECIAL CONTRACT REQUIREMENTS

H.1 Security Requirements — Contract Classification

The association of the Government with the Contractor is unclassified in accordance with the DD254. The maximum work to be performed is classified Top Secret/SCI. The maximum classification of reports is classified Top Secret/SCI. The maximum classification of hardware is classified Top Secret/SCI. This classified information shall be divulged only on a need to know basis, and then only to those who have been authorized in writing by the Contracting Officer. Correspondence originated by the Contractor and/or data to be submitted, the contents of which contain classified information shall be stamped by you with the appropriate classification in accordance with the DD254.

H.2 Past Performance Information — Referencing Agency Contracts

This Contract may be listed as a reference for past performance purposes in offers submitted to agencies and organizations within the Intelligence Community. The Contractor shall obtain Contracting Officer Approval prior to releasing any information about this Contract outside the Intelligence Community.

H.3 Compliance With the Constitution and Statutes of the United States

Nothing in this Contract shall be construed to authorize any activity in violation of the Constitution or Statutes of the United States.

H.4 Organizational Conflict of Interest

(a) If the Contractor is aware of any information bearing on any existing or potential organizational conflict of interest, it shall provide a disclosure statement which describes all relevant information concerning any past, present, or planned interests bearing on whether it (including its chief executives and directors, or any proposed consultant or subcontractor) may have an existing or potential organizational conflict of interest.

(b) Contractors should refer to FAR Subpart 9.5 for policies and procedures for avoiding, neutralizing, or mitigating organizational conflicts of interest.

(c) If the Contracting Officer determines that a conflict exists or may occur, he shall advise the Contractor and take appropriate steps to avoid or otherwise resolve the conflict through the inclusion of a special agreement clause or other appropriate means. The terms of any special clause are subject to negotiation.

H.5 Intention to Use Consultants

(a) The Government intends to utilize the services of non-governmental engineering organizations in technical, advisory and consulting roles for overall technical and business review of the activities. Although the consultants shall not have the right of technical direction, they shall from time to time and on a frequent basis attend technical reviews, participate in technical interchange meetings, observe national processing, witness fabrication and assembly, and monitor testing within the Contractor and Subcontractor facilities. Such consultants will be involved in providing advice to the Government concerning viability of technical approaches, utilization of acceptable procedures, value and results of tests, and the like. The consultants will thus require access to program-related Contractor facilities and documentation. The Contractor agrees to allow such use and release of its proprietary data by those consultants for purposes directly related to this Contract. Those consultants are prohibited from using or releasing the Contractor’s proprietary data for any other purpose.

(b) Should the Contractor have any questions regarding the consultant’s requests, NGA agrees to facilitate the requests and minimize intrusiveness to the maximum extent possible.

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H.6 5x52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL, AND INITIALS

(a) As provided in 10 U.S.C. Section 425, no person may, except with the written permission of the both the Secretary of Defense and the Director of Central Intelligence, knowingly use the words “National Geospatial-Intelligence Agency”, “National Imagery and Mapping Agency” or “Defense Mapping Agency”, the initials “NGA”, “NIMA” or “DMA”, the seal of the National Geospatial-Intelligence Agency, National Imagery and Mapping Agency or the Defense Mapping Agency, or any colorable imitation of such words, initials, or seal in connection with any merchandise, retail product, impersonation, solicitation, or commercial activity in a manner reasonably calculated to convey the impression that such use is approved, endorsed, or authorized by the both the Secretary of Defense and the Director of Central Intelligence.

(b) Whenever it appears to the U. S. Attorney General that any person is engaged or about to engage in an act or practice which constitutes or will constitute conduct prohibited by paragraph (a), the Attorney General may initiate a civil proceeding in a district court of the United States to enjoin such act or practice. Such court shall proceed as soon as practicable to hearing and determination of such action and may, at any time before final determination, enter restraining orders or prohibitions, or take such other action as is warranted, to prevent injury to the United States, or to any person or class of persons for whose protection the action is brought.

H.7 FOREIGN AFFILIATES

U.S. Government collection requirements and tasking may be released to the Contractor’s foreign regional affiliates or partners for effecting collection only, unless expressly restricted in writing by NGA. If a term in the Contractor’s NOAA operating license conflicts with the terms and conditions of this contract, the terms and conditions of this NGA contract may be renegotiated.

H.8 SENSITIVE REQUIREMENTS AND PRODUCT HANDLING

NGA has the responsibility to identify its requirements as sensitive or non-sensitive. A sensitive requirement may be classified or unclassified and yet require transference to the Contractor via secure communications channels and receive special handling throughout the order fulfillment process. Once the requirement is received it shall be treated in such a way as to not identify the customer as NGA throughout the process, and not create any signatures external to the Contractor that would flag it as “sensitive” or “special.” After the required imagery has been collected and processed, it shall be delivered to the Contractor-maintained NGA Product Archive for access without restriction to NGA authorized users. If the sensitive imagery is requested for delivery on media, it shall be handled in such a manner that it is not intermingled with the shipment of NGA imagery resulting from conventional (non-sensitive) orders.

Metadata resulting from the collection of sensitive requirements shall not be publicly accessible from the Contractor’s public metadata catalog while imagery resulting from the collection of sensitive requirements shall not be publicly accessible. There shall be no visibility to the existence of the sensitive imagery or metadata by commercial customers, partners and regional distributors without the specific approval of the government. This is not intended to preclude the use of ground receiving stations controlled by the CDP. The tasking, receipt, and transfer of sensitive data shall not make use of Contractor’s regional affiliates and partners for handling the order and product without specific approval of the government. To control the period of non-visibility of the sensitive imagery, contractors shall provide NGA with limited exclusive rights to the products’ use. These rights will be of limited duration. Contractors shall provide options for indefinite non-visibility. Sensitive requirements shall be specified with the collection requirement. With the exception of images designated as having limited exclusive rights, contractors shall be authorized to publish in their catalog and offer for sale, any images collected, processed, licensed, and delivered to NGA and its customers and its partners.

H.9 LIMITATION OF LIABILITY

(a) THE GOVERNMENT’S MONETARY LIABILITY UNDER THIS CONTRACT AT ANY POINT IN TIME SHALL NOT EXCEED THE GOVERNMENT FUNDS OBLIGATED UNDER THIS CONTRACT MINUS THE GOVERNMENT FUNDS ALREADY PAID TO THE CONTRACTOR PURSUANT TO THIS CONTRACT.

(b) The total funding amount obligated and available for payment under this Contract is set forth in Section B. The total anticipated funding for the performance of this Contract is not presently available. It is anticipated that from time to time additional funds will become available and obligated under this Contract until the total funding is available and obligated. However, there is no guarantee that any additional Government funds other than is currently obligated under this Contract shall ever become available for the entire effort contemplated by this Contract.

(d) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the Termination for Cause clause of this Contract.

(e) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience clause of this Contract.

H.10 CONTRACTOR PERSONNEL

The Contractor agrees to assign only personnel who are citizens of the United States of America to work on the Government’s premises. Further, only such persons as have been authorized by the Contracting Officer or the Contracting Officer’s Technical Representative shall be assigned to this work. In this connection, for identification purposes, the Contractor will be required to submit the name, address, place and date of birth of all personnel who will work on the Government’s premises. All Foreign Nationals assigned to work on NextView shall be identified. Non-cleared personnel shall not be made aware of any association or classified information. Issues regarding access to classified or sensitive information will be dealt with on a case-by-case basis. NGA is committed to facilitating the Contractor’s capability to utilize the skills of the best personnel available.

H.11 TERMINATION LIABILITY

The ceiling for Government liability for Cancellation costs (see section I.54, clause 52.217-2) and Termination for Convenience costs shall be equivalent to the funds obligated on the contract minus the payments made under the contract as set forth in the Limitation of Liability clause.

H.12 Security Requirements

(a) The Contractor is obligated to comply with all relevant clauses and provisions incorporated into this Contract and with the “Contractor Secrecy and Security Contract”, Form 4177, and as referenced therein, the “National Industrial Security Program Operating Manual (NISPOM)” dated January 1995 and a special classified compartment area security manual referenced in the Contract as Addendum A, including any successor documents, revisions, or amendments to either or both documents when furnished to the Contractor and maintain a security program that meets the requirements of these documents.

(b) Security requirements are a material condition of this Contract. This Contract shall be subject to immediate termination for default when it has been determined by the Contracting Officer that a failure to fully comply with the security requirements of this Contract resulted from the willful misconduct or lack of good faith on the part of any one of the Contractor’s directors or officers, or on the part of any of the managers, superintendents, or equivalent representatives of the Contractor who have supervision or direction of:

(1) All or substantially all of the Contractor’s business, or

(2) All or substantially all of the Contractor’s operations at any one plant or separate location in which this Contract is being performed, or

(3) A separate and complete major industrial operation in connection with the performance of this Contract.

(c) When deficiencies in the Contractor’s security program are noted which do not warrant immediate default, the Contractor shall be provided a written notice of the deficiencies and be given a period of 90 days in which to take corrective action. If the Contractor fails to take the necessary corrective action, the Contracting Officer may terminate the whole or any part of this Contract for default. The Contractor shall maintain and administer, in accordance with all relevant clauses and provisions set forth or incorporated into this Contract and with a security program that meets the requirements of these documents.

(d) When it is deemed necessary to disclose classified information to a Subcontractor in order to accomplish the purposes of this Contract, the Contractor shall request permission of the Contracting Officer prior to such disclosure. The Contractor agrees to include in all subcontracts all appropriate security provisions pertaining to this Contract.

(e) Classification Authority — Executive Order 12958 dated 20 April 1995, “Classified National Security Information,” and implementation directives, provides principles and procedures for the proper classification and declassification of material. These principles and procedures are applicable to classified documents or materials generated by the Contractor in performance of this Contract.

(f) Identification and Markings — The classification of documentation shall comply with the guidelines set forth in Executive Order 12958.

(g) Each classified document shall indicate which paragraphs or, other portions, including subjects and titles, are classified and which are unclassified. The symbol “(TS)” for Top Secret, “(S)” for Secret, “(C)” for Confidential, and “(U)” for Unclassified will be placed at the beginning of the text to which it applies. Non-text portions of a document, such as photographs, graphs, charts, and maps, will be marked in a readily discernible manner, as will their captions.

(h) Subjects and titles should be selected so as not to require classification. When a classified subject or title must be used, a short title or other unclassified identifier should be assigned to facilitate receipting and reference, if such an identifier (e.g., a report number or registry number) will not otherwise be assigned.

(i) Downgrading and Declassification — No classified document or material provided by the Government, or generated by the Contractor pursuant to the Contract, may be downgraded or declassified unless authorized in writing by the NGA Contracting Officer.

(j) References made to the clause entitled “Non-Publicity” — Violations of this clause constitute a major breach of Contract and the Contract may be terminated for default, without the requirement of a 10-day cure notice.

(k) The Contractor shall report all contacts described in the NISPOM section 3-Reporting Requirements as promptly as possible, but in no event later than two business days after receipt of such knowledge to the NGA Contracting Officer Representative (COR).

(l) If, subsequent to the date of this Contract, the security requirements under this Contract are changed by the Government, as provided in this clause, and the security costs or time required for delivery under this Contract are thereby increased or decreased, the Contract cost, delivery schedule, or both, and any other provision of this Contract which may be affected shall be subject to an equitable adjustment in accordance with the procedures in the Changes clause of this Contract.

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H.13 Security Requirements — Clearances

The Contractor shall request clearances required to perform under this Contract. NGA will facilitate processing required clearances.

H.14 DISCLOSURE OF FOREIGN OWNERSHIP, CONTROL, OR INFLUENCE

(a) Definitions. As used in this provision:

(1)	Effectively owned or controlled means that a foreign entity has the power, either directly or indirectly, whether exercised or exercisable, to control the election, appointment, or tenure of the offeror’s officers or a majority of the offeror’s board of directors by any means, e.g., ownership, contract, or operation of law (or equivalent power for unincorporated organizations).
(2)	Foreign entity includes the state and the government of any country (other than the United States and its possessions and trust territories); any political subdivision, agency, or instrumentality thereof; any foreign corporation or other business form; as well as any foreign individual.
(3)	Proscribed information means:

(i)	Top Secret information;
(ii)	Communications Security (COMSEC) information, except classified keys used to operate secure telephone units (STU-IIIs);
(iii)	Restricted Data as defined in the U.S. Atomic Energy Act of 1954, as amended;
(iv)	Special Access Program (SAP) information; or
(v)	Sensitive Compartmented Information (SCI).

(b) Disclosure. Offerors responding to this Request for Proposal (RFP) are advised that it is the Government’s intent to secure services or equipment from firms which are not under foreign ownership, control, or influence (FOCI) or where any FOCI may, in the opinion of the Government, adversely impact on security requirements. Accordingly, all offerors responding to this RFP are required to certify that no foreign ownership or controlling interest exists by submitting one of the following with their offer: SF 328 Certificate Pertaining to Foreign Interests; or

FOCI Certification (below) that a current SF 328, submitted within the past five years, is on file with NGA (specify the RFP or contract number for which the form was submitted), and that the representations and certifications contained in that disclosure have not changed.

H.15 Security Requirements — Software Certification

(a) The Contractor certifies that it will undertake to ensure that any software to be provided or any Government Furnished Software to be returned, under this Contract will be provided or returned free from computer virus, which could damage, destroy, or maliciously alter software, firmware, or hardware, or which could reveal to unauthorized persons any data or other information accessed through or processed by the software.

(b) The Contractor shall immediately inform the Contracting Officer when it has a reasonable suspicion that any software provided or returned, to be provided or returned, or associated with the production may cause the harm described in paragraph (a) above.

(c) If the Contractor intends to include in the delivered software any computer code not essential to the contractual requirement, this shall be explained in full detail to the Contracting Officer and COR.

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(d) The Contractor acknowledges its duty to exercise reasonable care, to include the following, in the course of contract performance:

(1) Using on a regular basis current versions of commercially available anti-virus software to guard against computer viruses when introducing maintenance, diagnostic, or other software into computers; and

(2) Prohibiting the use of non-Contract related software on computers, especially from unknown or unreliable sources.

H.16 152.204-712 Personal Conduct

(a) The Contractor and its employees shall comply with conduct requirements in effect at the Government’s work site. The Government reserves the right to exclude or remove from the site any employee of the Contractor or of a subcontractor whom the Government reasonably deems careless, uncooperative, or whose continued employment on the work is deemed by the Government to be contrary to the public interest.

(b) The Contractor shall inform its employees that the Agency has a zero tolerance policy for harassing behavior and that it shall not be tolerated. Any Contractor employee who is found to be culpable in incidents of harassment shall be immediately escorted from the premises and denied further access. This policy creates a greater burden upon the conduct of Contractor employees. The Contractor shall emphasize this fact to its employees.

(c) Exclusion under the circumstances described in this clause shall not relieve the Contractor from full performance of the requirements of this Contract, nor will it provide the basis for any claims against the Government.

H.17 Incorporation of Section K, Representation Certifications, and Other Statements of Offeror

SECTION K dated October 30, 2003 is incorporated herein by reference and made a part of this Contract.

H.18 Reserved

H.19 Key Personnel

[**Redacted**].

H.20 Reserved

H.21 NextView IMAGERY END USER LICENSE AGREEMENT

a. General Terms

     1. This clause applies to all unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data licensed under this Contract. No other clauses related to intellectual property or data rights of any sort shall have any effect related to the unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data delivered under this Contract.

     2. All license rights for use of the unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data provided to the U.S. Government purchased under this NGA contract are in perpetuity.

     3. Licensed users may generate an unlimited number of hardcopies and softcopies of the unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data for their use.

     4. (i) Licensed users may generate any derived product from the licensed unprocessed sensor data; and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data.

         (ii) Unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data licensed under this NGA contract have no restrictions on use and distribution, but shall contain the copyright markings.

b. Licensed Users

     1. The imagery may be used by the U.S. Government (including, all branches, departments, agencies, and offices).

     2. The U.S. Government may provide the imagery to the following organizations:

State Governments

Local Governments

Foreign Governments and inter-governmental organizations

NGO’s and other non-profit organizations

     3. In consideration for the flexibility afforded to the U.S. Government by allowing unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data to be shared, the United States Government shall use its reasonable best efforts to minimize the effects on commercial sales. Acquisition and dissemination of imagery and imagery products collected within the United States shall be restricted in accordance with law and regulation.

H.22 Warranty

DigitalGlobe provides a limited warranty for 30 days that the Products delivered will be of the area of interest ordered and the media used to carry the Products will be free from physical or material defects. DigitalGlobe’s sole liability shall be to replace the media if the media (not the software or data encoded thereon) is defective and NGA returns such to DigitalGlobe within 30 days of delivery. WITH THE EXCEPTION OF THE PROCEEDING WARRANTY, AND IRRESPECTIVE OF ANY OTHER TERM IN THIS CONTRACT TO THE CONTRACT, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. DIGITALGLOBE DOES NOT WARRANT THAT THE PRODUCTS WILL MEET NGA’S NEEDS OR EXPECTATIONS, OR THAT OPERATIONS OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. NO INFORMATION PROVIDED BY DIGITALGLOBE OR ITS AGENTS, EMPLOYEES, OR ITS RESELLERS OR DISTRIBUTORS SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE

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THE SCOPE OF THIS LIMITED WARRANTY, AND NGA IS NOT ENTITLED TO RELY ON ANY SUCH INFORMATION. Nothing in this clause impacts the Government’s rights under the inspection and acceptance clause of this contract.

H.23 Government Property

(a) The Government shall deliver to the Contractor, at the time and locations stated in this Agreement, the Government-furnished property in “as is” condition described in the Schedule or specifications. (b) Title to Government-furnished property shall remain in the Government. The Contractor shall use the Government-furnished property only in connection with the performance of work under this Agreement. The Contractor shall maintain adequate property control records in accordance with sound industrial practice and will make such records available for Government inspection at all reasonable times. (c) Upon delivery of Government-furnished property to the Contractor, the Contractor assumes the risk and responsibility for its loss or damage, except-

     (1) For reasonable wear and tear;

     (2) To the extent property is consumed in performing this Agreement; or

     (3) As otherwise provided for by the provisions of this Agreement.

(d) Upon completing this Agreement, the Contractor shall follow the instructions of the Agreements Officer regarding the disposition of all Government-furnished property not consumed in performing this Agreement or previously delivered to the Government. The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government property, as may be directed or authorized by the Agreements Officer. The net proceeds of any such disposal shall be credited to the Agreement price or shall be paid to the Government as directed by the Agreements Officer.

(e) If this contract is to be performed outside the Untied States and its outlying areas, the words “Government” and “Government-furnished” (wherever they appear in this clause) shall be construed as “United States Government” and “United States Government-furnished,” respectively.

H.24 Non-Publicity

The Contractor shall not use or allow to be used any aspect of this solicitation and/or contract for publicity, advertisement purposes, or as a reference for new business. This shall include, but is not limited to, the use of the terms “ISSA” or “ISA” or any other sponsor specific terms in any public employment advertisements. It is further understood that this obligation shall not expire upon completion or termination of this contract, but will continue indefinitely. The Contractor may request a waiver or release from the foregoing, but shall not deviate there from unless authorized to do so in writing by the Contracting Officer. Contractors are not required to obtain waivers when informing offices within this Agency of contracts it has performed or is in the process of performing provided there are no security restrictions. Contractors may include the requirement for security clearances up to the TS/SCI level in public employment advertisements.

H.25 Warranty of Services (May 2001)

(a) Definitions. “Acceptance,” as used in this clause, means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another approves specific services, as partial or complete performance of the contract.

(b) Notwithstanding inspection and acceptance by the Government or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. The Contracting Officer shall give written notice of any defect or nonconformance to the Contractor “within 30 days from the date of acceptance by the Government for the service provided.” This notice shall state either —

(1) That the Contractor shall correct or reperform any defective or nonconforming services within a period of 90 days; or

(2) That the Government does not require correction or reperformance.

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(c) If the Contractor is required to correct or reperform, it shall be at no cost to the Government, and any services corrected or reperformed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the Contractor fails or refuses to correct or reperform, the Contracting Officer may, by contract or otherwise, correct or replace with similar services and charge to the Contractor the cost occasioned to the Government thereby, or make an equitable adjustment in the contract price or the Contract Line Item may be terminated.

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H.26 NGA: 5X52.227-9001 Activities That Affect U.S. Persons (DEC 2004)

This contract is sponsored by the National Geospatial-Intelligence Agency. All work and services to be performed hereunder shall be in strict compliance with procedures set forth in DoD 5240.1-R

H.27 Exercise of Options

Any option under this contract shall be exercised by a unilateral contract modification signed by the Contracting Officer. Specific contract line items or sub-line items delineating a description of the supplies or services, quantity requirements, and a corresponding delivery schedule for the exercised options shall be identified in the unilateral contract modification. An option shall be exercised by issuance, within 30 days prior to the end of the current contract period, of a unilateral modification for the subsequent option requirements.

For CLINs 0002, 0003, 0004, 0005, and 0006, the Option periods will be initially exercised for three (3) months, followed by potential extensions in monthly increments through December 31, 2010.

H.28 Segregation of Costs

The Contractor agrees to segregate and bill costs incurred under this contract by CLIN. Separate invoices shall be submitted for each individual CLIN.

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SECTION I — CONTRACT CLAUSES

Contract Terms and Conditions — Commercial Items (Oct. 2003)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. The Government must exercise its post-acceptance rights — (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) RESERVED.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include —

(i)	Name and address of the Contractor;
(ii)	Invoice date and number;
(iii)	Contract number, contract line item number and, if applicable, the order number;
(iv)	Description, quantity, unit of measure, unit price and extended price of the items delivered;
(v)	Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

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(vi)	Terms of any discount for prompt payment offered;
(vii)	Name and address of official to whom payment is to be sent;
(viii)	Name, title, and phone number of person to notify in event of defective invoice; and
(ix)	Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.
(x)	Electronic funds transfer (EFT) banking information.

(A)	The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.
(B)	If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-Central Contractor Registration, or 52.232-34, Payment by Electronic Funds Transfer-Other Than Central Contractor Registration), or applicable agency procedures.
(C)	EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. Not applicable – the Government is not granting the Contractor authorization or consent to infringe patents or copyrights.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall immediately notify the Contracting Officer and request instructions for disposition of the overpayment.

(j) Risk of loss. 52.246-16 — Responsibility for Supplies. (a) Title to supplies furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession, unless the contract specifically provides for earlier passage of title as found in Section E, Acceptance.

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(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession. This provision does not apply to items licensed under this contract.

(o) Limitation of Contractor’s liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(p) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 327, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1)	The schedule of supplies/services.
(2)	The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique to Government Contracts paragraphs of this clause.
(3)	The clause at 52.212-5.
(4)	Addenda to this solicitation or contract, including any license agreements for computer software.
(5)	Solicitation provisions if this is a solicitation.

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(6)	Other paragraphs of this clause.
(7)	The Standard Form 1449.
(8)	Other documents, exhibits, and attachments.
(9)	The specification.

(s) Central Contractor Registration (CCR).

(1)

Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i)

If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A)	Change the name in the CCR database;
(B)	Comply with the requirements of Subpart 42.12 of the FAR;
(C)	Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(6) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(7) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the Internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

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Contract Terms and Conditions Required to Implement Statutes or Executive
Orders—Commercial Items (Oct. 2003)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clause, which is incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items: 52.233-3, Protest after Award (AUG 1996) (31 U.S.C. 3553).

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

_X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUL 1995), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

___(2) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15 U.S.C. 657a).

___(3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 1999) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

___(4)(i) 52.219-5, Very Small Business Set-Aside (JUNE 2003) (Pub.L. 103- 403, section 304, Small Business Reauthorization and Amendments Act of 1994).

___(ii) Alternate I (MAR 1999) of 52.219-5.

___(iii) Alternate II (JUNE 2003) of 52.219-5.

___(5)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___(ii) Alternate I (OCT 1995) of 52.219-6.

___(6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUNE 2003) (15 U.S.C. 644).

___(ii) Alternate I (OCT 1995) of 52.219-7.

_X___(7) 52.219-8, Utilization of Small Business Concerns (OCT 2000) (15 U.S.C. 637(d)(2) and (3)).

___(8)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2002) (15 U.S.C. 637(d)(4)).

___(ii) Alternate I (OCT 2001) of 52.219-9.

___(iii) Alternate II (OCT 2001) of 52.219-9.

___(9) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

___(10)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (JUNE 2003) (Pub.L. 103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

___(ii) Alternate I (JUNE 2003) of 52.219-23.

___(11) 52.219-25, Small Disadvantaged Business Participation Program— Disadvantaged Status and Reporting (OCT 1999) (Pub.L. 103-355, section 7102, and 10 U.S.C. 2323).

___(12) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (OCT 2000) (Pub.L. 103-355, section 7102, and 10 U.S.C. 2323).

___X (13) 52.222-3, Convict Labor (JUNE 2003) (E.O. 11755).

___X(14) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (SEP 2002) (E.O. 13126).

___(15) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

___X(16) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).

___X (17) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).

___X (18) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).

___X(19) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212).

___(20)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (AUG 2000) (42 U.S.C. 6962(c)(3)(A)(ii)).

___(ii) Alternate I (AUG 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

___(21) 52.225-1, Buy American Act—Supplies (JUNE 2003) (41 U.S.C. 10a- 10d).

___(22)(i) 52.225-3, Buy American Act—North American Free Trade Agreement— Israeli Trade Act (JUNE 2003) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note).

___(ii) Alternate I (MAY 2002) of 52.225-3.

___(iii) Alternate II (MAY 2002) of 52.225-3.

___X(23) 52.225-5, Trade Agreements (Oct 2003) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___X (24) 52.225-13, Restrictions on Certain Foreign Purchases (Oct. 2003) (E.o.s, proclamations, and statutes

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

___(25) 52.225-15, Sanctioned European Union Country End Products (FEB 2000) (E.O. 12849).

___(26) 52.225-16, Sanctioned European Union Country Services (FEB 2000) (E.O. 12849).

___(27) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___(28) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

___X (29) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (OCT 2003) (31 U.S.C. 3332).

___(30) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332).

___(31) 52.232-36, Payment by Third Party (MAY 1999) (31 U.S.C. 3332).

___(32) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

___(33)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (APR 2003) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631).

___(ii) Alternate I (APR 1984) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: [Contracting Officer check as appropriate.]

___(1) 52.222-41, Service Contract Act of 1965, as Amended (MAY 1989) (41 U.S.C. 351, et seq.).

___(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___(3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (MAY 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___(4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (February 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

___(5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to Successor Contract Pursuant to Predecessor Contractor Collective Bargaining Agreements (CBA) (May 1989) (41 U.S.C. 351, et seq.).

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

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

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

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

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vi) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.219-8, Utilization of Small Business Concerns (October 2000) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (April 2002) (E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (December 2001) (38 U.S.C. 4212).

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(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(v) 52.222-41, Service Contract Act of 1965, as Amended (May 1989), flow down required for all subcontracts subject to the Service Contract Act of 1965 (41 U.S.C. 351, et seq.).

(vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (April 2003) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

I.4 52.243-1 Changes—Fixed Price (Aug 1897)

52.211-15 Defense Priority and Allocation Requirements (Sep 1990)

Audits and Records — Negotiation

a) As used in this clause, records includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form.

(b) Examination of costs. If this is a cost-reimbursement, incentive, time- and-materials, labor-hour, or price redeterminable contract, or any combination of these, the Contractor shall maintain and the Contracting Officer, or an authorized representative of the Contracting Officer, shall have the right to examine and audit all records and other evidence sufficient to reflect properly all costs claimed to have been incurred or anticipated to be incurred directly or indirectly in performance of this contract. This right of examination shall include inspection at all reasonable times of the Contractor’s plants, or parts of them, engaged in performing the contract.

(c) Cost or pricing data. If the Contractor has been required to submit cost or pricing data in connection with any pricing action relating to this contract, the Contracting Officer, or an authorized representative of the Contracting Officer, in order to evaluate the accuracy, completeness, and currency of the cost or pricing data, shall have the right to examine and audit all of the Contractor’s records, including computations and projections, directly related to—

(1) The proposal for the modification;

(2) The discussions conducted on the proposal(s), including those related to negotiating;

(3) Pricing of the modification; or

(4) Performance of the modification.

(d) Comptroller General.

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

(2) This paragraph may not be construed to require the Contractor or subcontractor to create or maintain any record that the Contractor or subcontractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the Contracting Officer or an authorized representative of the Contracting Officer shall have the right to examine and audit the supporting records and materials, for the purpose of evaluating

(1) the effectiveness of the Contractor’s policies and procedures to produce data compatible with the objectives of these reports and

(2) the data reported.

(f) Availability. The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence described in paragraphs (a), (b), (c), (d), and (e) of this clause, for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in Subpart 4.7, Contractor Records Retention, of the Federal Acquisition Regulation (FAR), or for any longer period required by statute or by other clauses of this contract. In addition—

(1) If this contract is completely or partially terminated, the Contractor shall make available the records relating to the work terminated until 3 years after any resulting final termination settlement; and

(2) The Contractor shall make available records relating to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved.

(g) The Contractor shall insert a clause containing all the terms of this clause, including this paragraph (a), in all subcontracts under this contract that exceed the simplified acquisition threshold and—

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(1) That are cost-reimbursement, incentive, time-and-materials, labor-hour, or price-redeterminable type or any combination of these;

(2) For which cost or pricing data are required; or

(3) That require the subcontractor to furnish reports as discussed in paragraph (e) of this clause.

52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data – Modifications (Oct 1997)

52.216-22 Indefinite Quantity (Oct 1995) (applicable to CLINs 0002 and 0003)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after December 31, 2012.

I.54 52.217-2 Cancellation Under Multi-Year Contracts (OCT 1997)(Modified)

(1) “Cancellation,” as used in this clause, means that the Government is canceling its requirements for all supplies or services in program years subsequent to that in which notice of cancellation is provided.

(a)	Except for cancellation under this clause or termination under the Default clause, any reduction by the Contracting Officer in the requirements of this contract shall be considered a termination under the Termination for Convenience of the Government clause.
(b)	The ceiling for Government liability for cancellation costs and termination for convenience costs shall be equivalent to the funds obligated on the Contract at the time of termination minus the payments made under the Contract.
(c)	The cancellation charge shall be computed and the claim submitted as if the claim were being made under the Termination for Convenience of the Government clause of this contract. The Contractor shall submit the claim promptly but no later than 1 year from the date — (1) Of notification of the nonavailability of funds; or (2) Specified in the Schedule by which notification of the availability of additional funds for the next succeeding program year is required to be issued, whichever is earlier, unless extensions in writing are granted by the Contracting Officer.
(d)	The Contractor’s claim may include —

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(e) (1) Reasonable nonrecurring costs (see Subpart 15.4 of the Federal Acquisition Regulation) which are applicable to and normally would have been amortized in all supplies or services which are multi-year requirements;

(2) Allocable portions of the costs of facilities acquired or established for the conduct of the work, to the extent that it is impracticable for the Contractor to use the facilities in its commercial work, and if the costs are not charged to the contract through overhead or otherwise depreciated;

(3) Costs incurred for the assembly, training, and transportation to and from the job site of a specialized work force; and

(4) Costs not amortized solely because the cancellation had precluded anticipated benefits of Contractor or subcontractor learning.

(f) The claim shall not include —

(1)	Labor, material, or other expenses incurred by the Contractor or subcontractors for performance of the canceled work;
(2)	Any cost already paid to the Contractor;
(3)	Anticipated profit or unearned fee on the canceled work; or
(4)	For service contracts, the remaining useful commercial life of facilities. “Useful commercial life” means the commercial utility of the facilities rather than their physical life with due consideration given to such factors as location of facilities, their specialized nature, and obsolescence.

(g) In no case shall no case shall government cost accounting standards be applicable to this clause or Contract. In the event that the clause refers to cost accounting standard, the parties will substitute GAAP.

I.55 52.217-9 Option to Extend the Term of the Contract. MAR 2000

(a)	The Government may extend the term of this contract by written notice to the Contractor during the Pre-FOC phase and or the Imagery Acquisition phase.
(b)	If the Government exercises this option, the extended contract shall be considered to include this option clause.
(c)	The total duration of this contract, including the exercise of any options under this clause, shall not exceed 6 years.

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SECTION J — LIST OF ATTACHMENTS

Attachment Description

[**Redacted**]

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ATTACHMENT 1

NEXTVIEW STATEMENT OF WORK (SOW)

[**Redacted**]

2

SOW TABLE OF CONTENTS

SOW — 1.	Introduction	1
SOW — 2.	Scope	1
SOW — 3.	Terminology	1
SOW — 4.	Program Requirements	2
	SOW — 4.1. Business Management	2
	SOW — 4.2. Technical Capability	5
Appendix A —	Classified Requirements	9
Appendix B —	Data Deliverables and Reports	10
	Shipping Instructions — AOR (Pre-FOC) or COR (Imagery Acquisition Period) Directed	10
Appendix C —	Pre-FOC Milestones and Success Criteria	11
	Pre-FOC Payment Milestones	11
	Business Milestone Completion Criteria	11
	Schedule Milestone Completion Criteria	12
	Management Milestone Completion Criteria	12
	[***Redacted***]
Appendix D —	Imagery Acquisition	13
	[***Redacted***]
	Preservation, Packaging and Marking:	13
Appendix E —	Option 1: Value-Added Products	13
	[***Redacted***]
	Orthomosaics:	13
	[***Redacted***]
	CIB-1®:	13
	CIB-5™:	13
	[***Redacted***]
	Digital Point Positioning Data Base (DPPDB):	14
Appendix F —	NCDRD Assumptions, Exceptions and Applicable Documents	15
Appendix G —	Compliance Documents	16
[***Redacted***]
Appendix J —	System Engineering LOE Support Effort	17

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SOW — 1. Introduction

SOW — 2. Scope

This SOW provides the requirements for both the Pre-FOC effort and the NextView imagery acquisition periods.

SOW — 3. Terminology

Within the context of this SOW, the following definitions apply:

• “Unprocessed Sensor Data” refers to the data that is collected and directly downlinked from the collector to receive points and processing stations on the ground.

• “Imagery” refers to a literal representation obtained from raw visible, infrared, or radar sensor measurements of a scene, together with associated metadata. The representation integrates the sensor’s data across time and across spectral regions and may be presented on film, electronic display devices or other media.

• “Imagery-Derived Products” refers to a literal (image-like) or graphic representation of an original image or information extracted from the image. The purposes of imagery-derived products are to: 1) create value-added products that highlight specific types of information in the image; 2) merge reconnaissance imagery with data from other sources; 3) create imagery products or data that can be declassified; or 4) compress imagery data for more efficient transmission

• “Imagery Support Data” refers to the management data necessary to support image collection, processing, exploitation and the generation of image products. Imagery Support Data includes the orbital position of the satellite over time during the imagery collection window, the start and stop time for the collection window, attitude position and sensor pointing position over time during the image collection, geolocation coordinates of the pixels as they’re being collected over time, and sun position with respect to the orbital and attitude position of the satellite. Imagery Support Data may also include the list of images to be or already collected, the cloud-freeness of this imagery, the collection plan and the data related to tasking, collection, processing, and dissemination

• “Imagery Services” includes imagery processing such as geopositioning, color enhancing, ortho-rectification, generation of 3-D imaging products, and similar capabilities.

• “Pre-FOC” refers to the first period of the NextView program, covered by the Other Transaction Agreement (Part I), prior to Final Operational Capability (“FOC”), during which the contractor researches, develops, deploys and tests its NextView-requirements responsive system (including ground, software and collection system components) and imagery for requirements compliancy.

• “Imagery Acquisition Period” (previously known as Post-FOC period) refers to the second period of the NextView program, covered by the FAR contract (Part II), during which the contractor delivers unprocessed sensor data; and processes and delivers requirements-compliant imagery,

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imagery services, imagery-derived products, and imagery support data to NGA.

•	“Tasking Priority” refers to the ranking process for satisfying customer’s tasking requirements.
•	“Imagery Acquisition Period Fiscal Performance Plan (FPP)” Requirement deleted.
•	“DAP” is the Direct Access Program. [***Redacted***]
•	“DAF” means Direct Access Facility [***Redacted***]
•	“DG Minutes” refers to [***Redacted***] minutes withheld [***Redacted***] from NGA capacity [***Redacted***]
	DigitalGlobe shall declare a reservation to use DG Minutes [***Redacted***] before the minutes are to be used [***Redacted***] DigitalGlobe will notify an NGA-designated person/location(s) via e-mail of [***Redacted***] the pass to be reserved.
	[***Redacted***]
	DigitalGlobe will use DG Minutes globally and will make its best effort not to use all DG Minutes in a single, concentrated area of the world.
•	“DG DAP Minutes” refers to a portion of the DG Minutes which DigitalGlobe shall, at its sole discretion, assign to an unrestricted number of DAP customers. [***Redacted***]

Further particulars and specifics describing these products and related data and deliverables will be delineated in subsequent sections of this SOW.

SOW — 4. Program Requirements

SOW — 4.1. Business Management

The contractor shall research and develop the capability to provide the needed unprocessed sensor data; and requirements-compliant imagery, imagery services, imagery-derived products, and imagery support data by NGA’s required date and sustain the provision of the same through the Imagery Acquisition period of performance.

Components of Business Management for which status shall be provided to NGA include, but may not be limited to, business plan progress, current operational metrics, business development metrics, financial reports, status of financing arrangements and projections, commercial market performance and future strategies, sales projections, market analysis, and business risk analysis.

SOW — 4.1.1. Schedule

The contractor shall begin delivery of unprocessed sensor data and requirements-compliant imagery, imagery services, imagery-derived products, and/or imagery support data from its U.S. commercial imaging satellites, in compliance with NextView requirements (unless otherwise noted), [***Redacted***]

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SOW — 4.1.2. Status Information

SOW — 4.1.2.1. The contractor shall support the following regular exchanges of overall business and program status information to NGA:

•	Pre-FOC: Weekly Teleconferences between NGA AOR (or designee) and the contractor’s program manager (or designee), except that this telecon will not be required in those weeks containing either a PMR or a Milestone review.
•	Pre-FOC: Monthly Program Management Reviews (PMRs) to review WorldView satellite and ground system development status and risks, held via teleconference or meeting (scheduled at mutually convenient time; combined with major milestone reviews when they happen in the same month). Approximately once per quarter, the PMR will occur face-to-face (in lieu of telecon), at a mutually agreeable location and generally will be combined with major milestone reviews when they happen in the same month.
•	Pre-FOC: A DigitalGlobe Business Review shall be included as a component of the PMR with the Business Review occurring no more than once per quarter (as part of the face-to-face PMR), except where the Business Review is explicitly identified as being part of a payment Milestone Review in Appendix C, in which case the Business Review shall be part of the payment Milestone Review and not the corresponding PMR. The information contained in a Business Review shall be updated quarterly; if two milestones occur in the same quarter, the same Business Review material may be presented in conjunction with both milestones.
•	Pre-FOC: Milestone reviews as identified in Appendix C.
	Pre-FOC and Imagery Acquisition Period: Accommodations for an on-site NGA representative at the contractor’s facility, with the ability to accommodate up to three on-site USG representatives in the imagery acquisition phase during surge situations.
•	Pre- and Post-FOC: Accommodations for an on-site NGA representative at the contractor’s facility, with the ability to accommodate up to three on-site USG representatives in the post-FOC phase during surge situations.
	DigitalGlobe shall provide office space, facility access, and access to available secure telecommunications.
•	Pre-FOC: Online access by NGA or designee to contractor’s WorldView documentation, metrics, action items, risk list, NextView meeting minutes, program management reports, etc. via web-based tools and/or electronic dissemination methods such as ftp.
•	Pre-FOC and Imagery Acquisition Period: Online access by NGA or designee to a contractor-maintained action item list metrics, action items, risk list, NextView meeting minutes, program management reports, etc. via web-based tools and/or electronic dissemination methods such as ftp.
•	Imagery Acquisition Period: Monthly PMRs that include reviews of the performance metrics and other items as mutually agreed upon, held via teleconference or meeting (scheduled at mutually convenient time).

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Approximately once per quarter, the PMR will occur face-to-face (in lieu of telecon), at a mutually agreeable location.

SOW — 4.1.2.2. The contractor shall provide overall status information to NGA or designee when requested, as well as support USG-requested meetings with senior members of NGA. Expected requests for information include, but are not limited to, overall business, finances, schedule, technical, risk identification and mitigation, and operational status, as well as information on relevant issues or details of high interest to NGA, the contractors, and/or their investors.

SOW — 4.1.2.3. Payments in the pre-FOC phase shall be tied to the milestones listed in Appendix C, upon USG approval of the success criteria identified for each milestone in Appendix C, which shall not be unreasonably withheld.

SOW — 4.1.2.4. The Service Level Agreement (SLA) commences on January 1, 2008 and payments in the SLA Imagery Acquisition phase shall be made each month in the amount of $12,500,000.

SOW — 4.1.2.5. The contractor shall provide to NGA a camera description [***Redacted***]

SOW — 4.1.2.6. The contractor shall provide an initial baseline and updates to the system design; system integration plan; and system, subsystem and component testing plan and activities. [***Redacted***]

SOW — 4.1.2.7. The contractor also shall notify NGA of any changes to the system design, integration and system, subsystem and component testing during development and operations.

SOW — 4.1.2.8. [***Redacted***]

SOW — 4.1.3. Security

The contractor shall accomplish the following tasks in accordance with the DD254.

The contractor shall provide electronic communications with NGA at the unclassified, collateral Secret and Sensitive Compartmented Information (SCI) levels. [***Redacted***]

SOW — 4.1.3.1. The contractor shall ensure proper handling, storage, and use of all limited distribution and classified USG Furnished Information.

SOW — 4.1.3.2. The contractor shall provide a sufficient number of personnel cleared at the collateral Secret level to ensure compliance with these requirements.

SOW — 4.1.3.3. The contractor shall ensure proper handling, storage and use of all limited distribution imagery and limited distribution and/or classified imagery-derived products that may be deliverables under this contract.

SOW — 4.1.3.4. [***Redacted***]

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SOW — 4.1.3.5. The contractor shall allow NGA security personnel or designee to conduct inspections of all their ground facilities used in performance under this agreement.

SOW — 4.1.3.6. The contractor shall provide the required security plan(s) and update these as required.

SOW — 4.1.4. License to Operate U.S. Commercial Imaging Satellites

The contractor has obtained and will maintain a license(s) from the U.S. Department of Commerce (DoC) and FCC license(s) to build and operate a high-resolution satellite system capable of providing imagery that meets the requirements of the WorldView system.

SOW — 4.2. Technical Capability

The contractor shall have the technical capabilities to ensure collection and delivery to NGA of unprocessed sensor data; and requirements-compliant imagery, imagery services, imagery-derived products and imagery support data. Expected technical capabilities shall satisfy the requirements for Imagery Type; Imagery Quality; Imagery Quantity; Geographic Access Characteristics; Tasking, Collection, Processing & Dissemination Robustness, Agility and Flexibility; Imagery Support Data; and End-to-End Timelines.

[***Redacted***]

SOW — 4.2.1. Imagery Acquisition Period Imagery Type

SOW — 4.2.1.1. The contractor shall provide electro-optical (EO) panchromatic imagery. [***Redacted***]

SOW — 4.2.1.2. Spectral Imagery. [***Redacted***] Minor changes to the bandpass and band shape of the multispectral bands may be made by the contractor as needed to address manufacturing issues and minimize schedule risk.

SOW — 4.2.2. Imagery Acquisition Period Imagery Quality [***Redacted***]

SOW — 4.2.2.4. Civil Commercial Applications Program (CCAP)

The contractor shall assist NGA in the further development of applicable CCAP test/inspection plans and procedures that NGA will execute to verify that the basic imagery shall meet the criteria established in SOW -4.2.2. including the Classified Appendix A — Classified Requirements. These test/inspection plans and procedures shall be derived from existing USG procedures currently in use in the ClearView program. The recommended subset of CCAP procedures is subject to USG approval. NGA reserves the right to require the full set of ClearView test/inspection procedures be executed with NextView imagery; however, achieving FOC for the WorldView system configurations requires successful execution of only that subset of CCAP procedures required to meet the criteria established in SOW-4.2.2.

SOW — 4.2.2.4.1. The contractor shall provide initial CCAP procedures at the System Summary and Satellite Preliminary Design Review (PDR) and shall provide

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updates at the System Summary and Satellite CDR, the Pre-Ship Review, and the Launch Readiness Review.

SOW — 4.2.2.4.2. Data used, test plan executed and evaluation results shall be provided to the USG for independent CCAP evaluations and validation prior to the declaration of WorldView system FOC. [***Redacted***] The USG shall use its best efforts to support the contractor’s CCAP certification plan and timeline so as not to delay achievement of WorldView system FOC.

SOW — 4.2.3. Imagery Purchase Period Imagery Quantity [***Redacted***]

SOW — 4.2.4. Imagery Acquisition Period Geographic Access Characteristics

SOW — 4.2.4.1. The contractor shall be capable of imaging any location on the earth between 80 degrees North Latitude and 80 degrees South Latitude.

SOW — 4.2.4.2. [***Redacted***]

SOW — 4.2.5. Imagery Acquisition Period Tasking, Collection, Processing and Dissemination Robustness, Agility and Flexibility

SOW — 4.2.5.1. Tasking and Collection

SOW — 4.2.5.1.1. Electronic Tasking. The contractor shall accept electronic tasking and collection updates from NGA via the PMAA interface being developed as documented in the NGA Commercial Data Definition Document (NCDDD), and the NGA DG-PMAA ICD (IF1AF52) (see Appendix G for latest revisions). The accumulation of tasking requirements from NGA is referred to as the “tasked list” and represents the collection plan from NGA.

[***Redacted***]

The contractor shall also accept orders via telephone, faxes and emails through the INTERNET or other networks from NGA-authorized USG personnel. It is the presumption of NGA and the contractor that the predominant method of ordering will be electronic. [***Redacted***]

SOW — 4.2.5.1.2. Frequency of Action. The contractor shall act upon daily and ad hoc updates from NGA to the tasked list of desired imagery and collection characteristics (size, area covered, spatial resolution, and priority). An ad hoc update shall be defined as a change to the currently tasked list of desired imagery and their characteristics.

SOW — 4.2.5.1.3. [***Redacted***]

SOW — 4.2.5.2. Processing

At FOC, the contractor shall provide NextView compliant imagery and imagery-derived products in the formats defined in the latest approved revisions of the NGA NITF 2.0 Dataset Definition Document (NNDDD) and/or the NITF 2.1 Commercial Dataset Requirements Document (NCDRD) (see Appendix G for latest revisions) with the following exceptions:

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[***Redacted***]

Supported NITF formats shall include support for NGA-preferred JPEG2000 NPJE encoding compliant with BPJ2K01.00, NGA-preferred commercial Tagged Record Extensions (TREs) and Data Extension Segments (DESs) pursuant to the exceptions and assumptions listed in Appendix F of the SOW.

[***Redacted***]

The JITC will certify implementation compliance for the Contractor-supported NITF 2.1 formats. The contractor shall provide NextView-compliant imagery in the previous formats or GeoTIFF, as specified by individual imagery acquisition period imagery orders. The Contractor shall support these formats in imagery delivered electronically and on media.

[***Redacted***]

The list of offered value-added products, specifications and imagery services shall be as defined in Appendix E.

SOW — 4.2.5.2.1.2. Quality Associated with Datasets. The contractor shall provide imagery meeting the quality standards to support the production of Controlled Image Base at 1 and 5 meter (CIB-1^®, CIB-5™) levels and imagery-derived products such as Digital Point Positioning Data Bases (DPPDB)

[***Redacted***]

In accordance with RFC N99-0013 and the associated Contractor ECP D2005-606, the Contractor shall support coordination with Government personnel in planning for installation of new GFE communications equipment/capacity at the DigitalGlobe facility in Longmont, Colorado, to support testing of that equipment/capacity, and provide other related support as per the negotiated final ECP. The Contractor shall support an early interface test event as identified in the Commercial Imagery Systems Integration Working Group (CI SI WG) schedule. The Contractor shall support a Beta 1 integration test event as identified in the CI SI WG schedule.

The Contractor shall use industry standard web services for interactive delivery, including XML interfaces to all the NGA systems that support XML. The Contractor shall interface with PMAA in accordance with SOW section 4.2.5.1.1.

[***Redacted***]

SOW — 4.2.6. Imagery Acquisition Period Imagery Support Data

SOW — 4.2.6.1. The contractor shall interactively work with NGA to develop an initial collection deck. The objective is to provide a refined PMAA-ingestible standing collection deck prior to the start of the imagery acquisition period and, subsequently, incremental collection deck updates prior to the Worldview satellite launches.

SOW — 4.2.6.2. [***Redacted***]

SOW — 4.2.6.5. The contract reporting period shall start on January 1,

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2008. DigitalGlobe will make its best effort to deliver metric reports as soon as they are available and starting not later than February 29, 2008. These metrics will be reported monthly and the performance criteria will be rated monthly and on a global basis. [***Redacted***]

Metric Reports:

• Number of Tasking, Archive and Mixed orders — by region

• Number of confirmed orders — by tasking level — by region

• Number of km2 collected by tasking level — by region

• Number of km2 collected by cloud cover — by region

• Number of products by type delivered to NGA

• Number of products by km2 delivered to NGA

• [***Redacted***]

SOW — 4.2.7 End-to-End Timelines

The timelines in this section represent a requirement for system capability for electronic delivery, with the time a product is delivered defined as the time when the contractor transmits electronically the last data bit of a product [***Redacted***]

SOW — 4.2.7.1 Except as identified in 4.2.7.2 below, all imagery requested by NGA for delivery as a product and meeting the cloud-free requirements shall be electronically delivered to NGA [***Redacted***]

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Appendix A — Classified Requirements

This Section Intentionally Left Blank. Please refer to “Classified Requirements — Geolocation Accuracies”.

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Appendix B — Data Deliverables and Reports

Data Deliverables shall consist of the Interface Control Documents necessary for the interface between the WorldView system and NGA systems.

The following table lists the reports that will be provided.

[***Redacted***]

Shipping Instructions — AOR (Pre-FOC) or COR (Imagery Acquisition Period) Directed

Reports and data submissions shall be delivered in accordance with instructions to be provided by the Agreement Officer’s Representative (AOR)/Contracting Officer’s Representative (COR)

Additional Reporting Requirements

In addition to reporting requirements identified above, the contractor shall provide the following items in support of imagery ordered and delivered:

Daily Operation Capability Report

A Daily Operation Capability Report for all operational satellites that are under contract to NGA for data delivery. The Daily Operational Capability Report shall be in the same format as the current DigitalGlobe — NGA Operational Capability Status Report.

[***Redacted***]

NextView Quality Plan

DigitalGlobe shall publish and maintain an Imagery Acquisition Period Quality Plan, applicable to imagery CLINs, product CLINs, and product or service delivery orders. [***Redacted***]

UNCLASSIFIED
FOR OFFICIAL USE ONLY

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Appendix C — Pre-FOC Milestones and Success Criteria

The contractor shall develop, deliver and execute test/inspection plans and procedures for Pre-FOC space and ground segments as required to meet the success criteria of major milestones as defined within this section. Pre-FOC Milestones (marked by ** within the tables) are met by conduct of the review. The contractor shall provide the reports one to five days in advance of the meetings, on a non-interference basis. NGA recognizes that these materials are subject to additional change without notice. These reports will be made available to NGA and NGA consultants, subject to such consultants being bound by appropriate nondisclosure agreements to protect contractor’s proprietary and business confidential information. Conduct of the review shall consist of:

1.	NextView team notification of intent, date and place to host the review.
2.	Holding a review meeting addressing the subject materials in a manner consistent with standard commercial practices, including in each review a status of open action items.
3.	Posting review materials from the meeting, consisting of

a.	All presented materials and data
b.	Salient meeting notes, and
c.	Updates to the NextView program Action Items if appropriate

4. Completion of a Meeting Summary Checklist which certifies all criteria met, on a line-item basis and serves as a single sign-off document for NGA

In the above, “demonstrates” means that DigitalGlobe will present test data, analysis, or other evidence that reasonably supports the stated conclusion, in accordance with normal commercial practices.

Pre-FOC Payment Milestones

The table below (Table 3) represent the payment dates (by milestone) with the associated cost contributions for the contractor and NGA. Non-cost share payment milestones are shown in Table 5.

The Technical Milestone Completion Criteria and the associated schedule (referred to as the “Master Schedule” during PMRs) — required to be completed before payment can be made — are detailed in Table 6.

[3 pages ***Redacted***]

Business Milestone Completion Criteria

DigitalGlobe will provide the USG with relevant financial information at a mutually agreed upon level of detail in or for the Government to monitor the progress of DigitalGlobe’s Business Plan without hindering the execution of the plan. Both the USG and DigitalGlobe recognize that forecasts and business plans are subject to review and adjustment over time. Reports on the status of the Business Plan will be presented at each technical milestone achievement review. Submission of these reports will satisfy this information requirement.

DigitalGlobe Goals

UNCLASSIFIED
FOR OFFICIAL USE ONLY

11

The following information will be provided as demonstration of DigitalGlobe’s performance against DigitalGlobe’s business plan.

• Comparison of actual to forecasted performance, as presented in the business plan.

• Discussion of financing options available to DigitalGlobe in order to fulfill the requirements under NextView.

• Review the performance of commercial revenues sources and exploration of new and emergent revenue sources.

     [***Redacted***]

Schedule Milestone Completion Criteria

The following Schedule Milestone criteria will be met for each Milestone. Presents an integrated master schedule that demonstrates progress to date, identifies schedule risk, and describes margin adjustments that allows Contractor to successfully reach the FOC defined in the statement of work (see SOW 4.1.1). This criteria applies to all milestones.

Management Milestone Completion Criteria

The following Management Milestone criteria will be met for each Milestone. Contractor will demonstrate that the execution of the Management Plan (staffing levels, facilities, security, key personnel, risk management,) is sufficient to meet NextView program requirements. Contractor shall implement an effective risk management process which identifies program risks, the probability and associated impact of those risks, with mitigation strategies to ensure successful program execution. These criteria apply to all milestones.

[8 pages ***Redacted***]

UNCLASSIFIED
FOR OFFICIAL USE ONLY

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Appendix D — Imagery Acquisition

Imagery Acquisition Period Payment and Pricing Schedules are contained in the NextView Imagery Purchase agreement.

[4 pages ***Redacted***]

Preservation, Packaging and Marking:

(a) Preservation, packaging, packing, and marking shall be in accordance with standard practice for commercial packaging. Marking shall include:

Nomenclature

Quantity

Government Contract Number

From: (Contractor name, address, and telephone number)

To: (Name and address of place of shipment)

“NOT FOR OUTSIDE USE”

Appendix E — Option 1: Value-Added Products

This appendix provides product descriptions and pricing for all value-added products under the NextView agreement. [***Redacted***]

Orthomosaics:

Orthomosaic products are radiometrically corrected, sensor corrected, geometrically corrected, orthorectified, and mapped to a cartographic projection and datum. Geometric corrections remove spacecraft orbit position and attitude uncertainty, earth rotation and curvature, and panoramic distortion.

[8 pages ***Redacted***]

CIB-1^®:

Controlled Image Base 1 (CIB-1^®) is a 1-meter, seamless data set of grayscale ortho-corrected imagery. CIBs are produced from digital source images and are compressed and reformatted to conform to the Raster Product Format (RPF) standard.

[***Redacted***]

CIB-5™:

Controlled Image Base 5 (CIB-5™) is a 5-meter, seamless data set of grayscale ortho-corrected imagery. CIBs are produced from digital source images and are compressed and reformatted to conform to the Raster Product Format (RPF) standard.

UNCLASSIFIED
FOR OFFICIAL USE ONLY

13

[***Redacted***]

Digital Point Positioning Data Base (DPPDB):

DPPDB is a classified image product consisting of high-resolution digital stereo image pairs which enable trained personnel to derive accurate three-dimensional coordinates for any identifiable ground feature within the database area. The DPPDB consists of three main components: imagery support data, digital reference map graphics, and stereo imagery.

[***Redacted***]

UNCLASSIFIED
FOR OFFICIAL USE ONLY

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Appendix F — NCDRD Assumptions, Exceptions and Applicable Documents

This appendix provides the exceptions and assumptions under which the contractor shall provide NextView compliant imagery and imagery-derived products in the formats defined in the latest approved revisions to the NGA NITF 2.0 Dataset Definition Document (NNDDD) and/or the NITF 2.1 Commercial Dataset Requirements Document (NCDRD) (see Appendix G) as outlined in SOW 4.2.5.2.

Assumptions and Exceptions:
Supported NITF formats shall include support for NGA-preferred JPEG2000 NPJE encoding compliant with BPJ2K01.00, NGA-preferred commercial Tagged Record Extensions (TREs) and Data Extension Segments (DESs) pursuant to the exceptions and assumptions.

• Contractor shall include NITF 2.1 TREs and DESs in accordance with contractor’s NITF2.1 specifications and Contractor will add the new NCDRD mod 1 (dated October 21, 2004) TREs and DESs.

• CSDIDA, as it is defined in section 3 of the NCDRD mod 1 (dated October 21, 2004), is not unique for a product. IID2 is assumed to be unique.

• FTITLE is a free-form defined by the CDP.

• Contractor will package imagery exceeding 9.3GB into separate files.

• Contractor is not implementing YCrCb J2K.

• Contractor will pad J2K tiles/blocks to 1024 x 1024 boundaries. If partial tiles are required for a particular product they will be produced. However, the delivery timeline for that product will not be guaranteed. Contractor will be able to support one product containing partial tiles per day up to a 9.3GB size.

• Contractor will tie the origin upper left corner lat/long point of the cloud cover grid to the upper left corner pixel of the product made.

• In the case of the irregular polygon, CSCRNA will use the Minimum Bounding Rectangle (MBR) and the corners described in the TRE might be blackfill pixels. Contractor will set the FBKGC field = 7E 7E 7E (soft gray) and Pad/Fill pixels = 0 (black).

• Attitude, Ephemeris and field alignments will be provided in a Basic product on an acquisition basis and will not cover multiple NITF files.

• GEOLOB and GEOPSB will follow the DIGEST Annex D definitions.

• Shape files will be in lat/long WGS84 and will range from 3 to 1000 points.

• Contractor will calculate the estimated NIIRS based on the product delivered regardless whether the imagery is Panchromatic, Multi-spectral or Pan Sharpened.

• Contractor will follow its commercial implementation of J2K-NPJE included in the NextView baseline.

UNCLASSIFIED
FOR OFFICIAL USE ONLY

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Appendix G — Compliance Documents

This appendix lists the compliance documents and their location in the Statement of Work.

SOW Reference	Compliance Document
4.2.5.1;	DigitalGlobe (WorldView) to NGA Production Management
4.2.5.3.1	Alternative Architecture (PMAA) Segment Interface Control Document, Revision F.
4.2.5.2;	NGA NITF 2.0 Dataset Definition Document (NNDDD)
Appendix F	(NSG-STD-001-05), dated 16 February 2006 as baselined in RFC N01-0441
4.2.5.2;	NGA NITF 2.1 Commercial Dataset Requirements Document
Appendix F	(NCDRD) (STDI-0006), dated 16 February 2006 and as baselined in RFC N01-0441
4.2.5.3.1	NGA DigitalGlobe to Unclassified National Information Library Interface Control Document (IF1AF19), dated 16 February 2006 and as baselined in RFC N01-0441
4.2.5.1.1	NGA DigitalGlobe (DG) to Production Management Alternate Architecture (PMAA) Interface Control Document (IF1AF52), dated 16 February 2006 and as baselined in RFC N01-0441
4.2.5.1.1	NGA Commercial Data Definition Document (NCDDD)(NSG-STD-002-05), dated 16 February 2006 and as baselined in RFC N01-0441
Appendix J	NGA Joint Interface Control Process Guidebook, dated 3 November 2005

UNCLASSIFIED
FOR OFFICIAL USE ONLY

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[***Redacted***]

Section II — Consideration:

[5 pages ***Redacted***]

Appendix J — System Engineering LOE Support Effort

[***Redacted***]

Statement of Work

Task 1 — System Engineering Support

1.1 End-to-End Integration and Testing Support

• DG shall work with the Government Program Office and NSG segment developers to identify and prioritize representative sample sets of NextView compliant test data.

• DG will support the preparation of test data sets, interface testing plans and procedures, and will provide support for test readiness reviews, test execution, and testing of the interfaces as well as testing of functional changes that potentially affect the interfaces. This will verify that changes to DigitalGlobe’s commercial system do not perturb the NGA controlled formats as part of the overall effort to ensure that the integrity of the contractually binding interface is maintained and sustained.

• [***Redacted***]

1.2 Change Management/JICPG Support

• In accordance with the Interface Change Management process defined in the Joint Interface Control Process Guidebook, Revision 1, dated 3 November 2005, DG shall provide on-going systems engineering support to review and assess impacts of proposed future revisions to the contractually binding interface and data formatting specifications identified as compliance documents in Appendix G of the latest baselined revision of the NextView SOW.

• [***Redacted***]

Deliverables:

• DG will provide a summary at monthly PMRs reporting the cumulative number of hours and dollars expended against each task, [***Redacted***]

• DG shall provide a Master Suite of Test Data Sets based on mutual agreement between the NV program Office and DG. This Master Test Set will cover the most likely set of products to be ordered under the NV data purchase, [***Redacted***]

17

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

ATTACHMENT 2
GOVERNMENT FURNISHED PROPERTY LIST

[**Redacted**]
[NOTE: 7 pages have been omitted]

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

3

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

ATTACHMENT 3
DD254 REVISION 2 DATED 04 DECEMBER 2007

[**Redacted**]
[NOTE: 14 pages have been omitted]

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

4

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

ATTACHMENT 4
LIST OF DATA DELIVERED WITH LIMITED RIGHTS

[**Redacted**]

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

5

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

ATTACHMENT 5
STATEMENT OF WORK FOR SYSTEMS ENGINEERING SERVICES

[**Redacted**]
[NOTE: 3 pages have been omitted]

UNCLASSIFIED
FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM CLASSIFIED ATTACHMENTS

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EX-10.13

Exhibit 10.13

DigitalGlobe International

December 31, 2008

Mr. Rafay Khan
2 Leonie Hill Road,
LeonieCondotel #13-05
Singapore, 239192
Rafay64@gmail.com

Dear Rafay:

We are pleased to offer you a secondment with DigitalGlobe International, Inc. (the “Company”). You will hold the position of Sr. Vice President, International Sales. Below are the terms of this offer letter.

1. Terms of Employment. Your employment with the company shall commence on January 16, 2009 (the “Commencement Date”). Notwithstanding any other provision of this agreement, your employment with the Company will be “at-will”. As an at-will employee, your employment with the Company shall continue until either you or the Company gives the other written notice of termination of employment. Employment can be terminated by yourself or by the Company at any time (whether before or after the end of your Assignment, as defined below) for any reason, with or without cause, with or without notice.

Your employment pursuant to this offer is contingent upon your execution of the Company’s Proprietary Information, Invention and Non-Competition Agreement and the Company’s Severance Protection Agreement that include, without limitation, certain non-competition obligations. Copies of these agreements are enclosed for you to review while you consider our offer. Your employment pursuant to this offer also is contingent upon your being able to obtain an employment pass for yourself and dependant passes for your family, entitling you to work in Singapore and entitling your family to stay in Singapore, all of such passes being obtained on terms satisfactory to the Company. We are also extending this offer to you on the condition that you do not use or disclose to the Company any confidential information of anyone that you previously worked for, and with the understanding that your employment with the Company will not violate or be restricted by any non-competition or other agreement with any third party. If this is not the case, please inform us immediately.

2. Terms of Employment and International Assignment. As of the Commencement Date, you will be employed by the Company as Senior Vice President, International Sales.

The term of your secondment with the Company will continue for twenty-four (24) months after the Commencement Date, though it could be shorter or longer. We agree to discuss with you in good faith a reevaluation and revision of the benefits and terms of your Assignment in the event your Assignment extends for more than twenty-four (24) months or you are assigned to any other foreign location. You agree to comply with all Company policies (as in effect or amended from time to time) during and after your Assignment. Any questions or communications regarding your Assignment or matters relating to your Assignment (including without limitation your Assignment Allowance, defined below) are to be directed to the Company’s Vice President of Human Resources or his or her designee.

Yours faithfully,

/s/ Julie Knudson Julie Knudson, VP Human Resources
or and on behalf of
DigitalGlobe International, Inc.

December 3, 2008

Mr. Rafay Khan
2 Leonie Hill Road,
LeonieCondotel #13-05,
Singapore, 239192
rafay64@izmail.com

Dear Rafay:

We are pleased to offer you the regular, full-time position of Senior Vice President, International with DigitalGlobe, Inc. (the “Company”). Below are the terms of this offer letter.

1. Term of Employment. Your employment with the Company shall commence on January 16, 2009 (the “Commencement Date”). Notwithstanding any other provision of this agreement, your employment with the Company will be “at-will.” As an at-will employee, your employment with the Company shall continue until either you or the Company gives the other written notice of termination of employment. Employment can be terminated by yourself or by the Company at any time (whether before or after the erid of your Assignment, as defined below), for any reason, with or without cause, with or without notice.

Your employment pursuant to this offer is contingent upon your execution of the Company’s Proprietary Information, Invention and Non-Competition Agreement and the Company’s Severance Protection Agreement that include, without limitation, certain non- competition obligations. Copies of these agreements are enclosed for you to review while you consider our offer. Your employment pursuant to this offer also is contingent upon your providing the Company with the legally required proof of your identity and authorization to work in the United States. We are also extending this offer to you on the condition that you do not use or disclose to the Company any confidential information of anyone that you previously worked for, and with the understanding that your employment with the Company will not violate or be restricted by any non-competition or other agreement with any third party. If this is not the case, please inform us immediately.

2. Terms of Employment and international Assignment. As of the Commencement Date, you will be employed by the Company as Senior Vice President, International. You will initially be assigned to work, on a loaned basis, for the Company’s international sales and marketing subsidiary, DigitalGlobe International (“DGI”) in the Singapore branch office of DGI (the “Assignment”). Your employment relationship, however, will be with the Company. As necessary, the Company will retain counsel to assist with the preparation apd filing of any necessary immigration documents, if any, on your behalf to arrange for you to have legal working status in Singapore. You agree to provide to the Company’s immigration counsel in a timely manner all information and documentation needed to complete any necessary immigration filings. Your U.S. home base of employment, from which you will be assigned during your Assignment, initially will be the Company’s Longmont, Colorado facility (your home base may be changed to another facility).

We currently expect your Assignment to continue for twenty-four (24) months after the Commencement Date, though it could be shorter or longer. We agree to discuss with you in good faith a reevaluation and revision of the benefits and terms of your Assignment in the event your Assignment extends for more than twenty-four (24) months or you are assigned to any other foreign location. You agree to comply with all Company policies (as in effect or amended from time to time) during and after your Assignment. Any questions or communications regarding your Assignment or matters relating to your Assignment (including without limitation your Assignment Allowance, defined below) are to be directed to the Company’s Vice President of Human Resources or his or her designee.

3. Nature of Duties. You will report to the Chief Executive Officer or such other persons as the Company may designate, and you will perform the duties we discussed and such other duties as the Company may from time to time specify. You may be required to travel to other Company offices and client locations domestically and internationally as necessary, and to relocate to other Company offices.

You agree to devote substantially all of your business time, energy, attention and skill to the services of the Company and to the promotion of its interests. So long as you are employed by the Company, you agree that you will not, without the advance written consent of the Company’s Board of Directors (the “Board”):

(a) engage in any other activity for compensation, profit or other pecuniary advantage, whether received during or after your employment with the Company; render or perform services of a business, professional, or commercial nature other than to or for the Company, either alone or as an employee, consultant, director, officer, or partner of another business entity, whether or not for compensation, and whether or not such activity, occupation or endeavor or investment is similar to, competitive with, or adverse to the business (actual or potential) or welfare of the Company; or

(b) invest in or become a shareholder of another corporation or other entity; provided that your investment solely as a shareholder in another corporation shall not be prohibited so long as such investment is not in excess of one percent (1%) of any class of shares that are traded on a national securities exchange, if such activity is not in conflict with my ability to properly serve the Company.

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4. Compensation and Related Matters. During your employment you will be paid a base salary and are eligible for bonus payments as set forth below. All compensation for which you are eligible is governed by the compensation practices of the Company (as in effect or amended from time to time in the Company’s discretion). The Company does not pay and is not obligated to pay any compensation or benefits provided for in Singapore, including, but not limited to the “13 month bonus”

(a) Base Salary. During your employment, the Company will pay you a base salary in the annualized gross amount of $260,000 United States Dollars (“USD”). Your base salary, net of all applicable tax withholding and other elected contributions (if any), will be deposited in a U.S. bank account of your choice. The Company may, in its sole discretion, adjust your base salary from time to time based upon your performance, the financial condition of the Company, prevailing industry salary levels and such other factors as the Board determines appropriate. Your base salary will be paid in conformity with the Company’s salary payment practices generally applicable to the Company’s other senior executives,

(b) Bonuses. You will be eligible to participate in the DigitalGlobe 2009 Success Sharing Plan (“Plan”), subject to approval by the Board of such Plan, at a target rate of 50% of base earnings for 2009 (the “Plan Bonus”). The Plan Bonus (if any) will be payable after 2009 year-end results have been calculated in accordance with the terms and conditions of the Plan, but in no event later than March 15, 2010. Notwithstanding the foregoing, If during your Assignment you become eligible or entitled to receive any legally mandated bonus or other compensation under any applicable statute, regulation or other source of law (whether U.S., Singapore, or otherwise) (any such amount, a “Statutory Bonus”), your Plan Bonus, if any, will be reduced by the amount of any Statutory Bonus, such that the sum of your Plan Bonus and any applicable Statutory Bonus does not exceed the total amount that otherwise would have been payable to you under the Plan for 2009 had the Statutory Bonus been $0. You agree to make good faith efforts to meet the conditions of receiving an annual bonus for 2008 from your previous employer. To the extent that you are not paid out a majority of the target cash bonus for 2008 from your previous employer for which you would have been eligible but for the resignation of your employment from your previous employer, then the Company will discuss this issue with you in good faith and may in its discretion elect (but has not obligation) to provide you with an additional bonus payment in any amount determined by the Company.

(c) Stock Options. You will receive a grant of an option to acquire 350,000 shares of Company common stock (the “Option”). The effective date of the grant will be the date of approval by the Board. The Option strike price will be equal to the fair market value of the shares of Company common stock subject to the Option, as determined at the time of grant by the Board. The Option will be subject to the terms and conditions of the Company’s 2007 Employee Stock Option Plan (as In effect or amended) (the “Equity Plan”) and related grant documents. 25% of the Option shall vest and become exercisable on the first anniversary of your Commencement Date. The remaining 75% of the Option shall vest and become exercisable in 36 equal increments, on each monthly anniversary thereafter, commencing with the thirteen-month anniversary of your Commencement Date. The foregoing vesting of the Option is subject to your continued employment with the Company through the applicable vesting dates. All other terms and conditions of the Option will be subject to and governed by the terms and provisions of the Equity Plan and any associated grant documents.

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During your employment, you will also be eligible to receive a grant of an option to acquire 150,000 additional shares of Company common stock for 2009, and an additional 100,000 additional shares of Company common stock for each of 2010 and 2011 (each, an “Additional Option), conditioned on your meeting various performance objectives for such respective years, to be determined by the Company on an annual basis and in its discretion. Performance objectives will be communicated to you by the Chief Executive Officer, or his or her designate, on or before March 1^st of each of 2009, 2010, and 2011. Each of these Additional Option grants, if made, will be made on or about the date of payment of the Plan Bonus to eligible employees for the year in question (for example, any Additional Option (if any) that the Company elects to grant you for 2009 performance will be granted after 2009 year-end results have been determined), and will be subject to the terms and conditions of, and vest and become exercisable in accordance with, the Company’s then-current Employee Stock Option Plan and related grant documents. The strike price of any Additional Option will be equal to the fair market value of the shares of Company common stock subject to the Additional Option at the time of grant, as determined by the Board.

(d) Severance. As set forth above, you will be required as a condition of your employment to sign the Company’s Severance Protection Agreement, which sets forth your eligibility for severance in the event of your separation from employment with the Company in certain circumstances.

(e) Other Benefits. The Company shall provide you with four weeks of paid vacation, according to its PTO policy, each year, which shall accrue ratably every pay period. The Company’s regular policies with respect to caps on accruals apply. Except as otherwise provided herein, you will be eligible to participate in employee benefit plans that are available from time to time to executives of the Company generally, in accordance with applicable benefit plan terms and conditions, as in effect or amended from time to time in the Company’s discretion, except to the extent such participation in any plan would, in the opinion of the Company, alter the intended tax treatment of such plan. Please note that your Assignment may impact your eligibility for certain benefits under such plans. Without limiting the generality of the foregoing, you acknowledge that during your Assignment, the Company’s health insurance plan will not provide coverage for you or your family. Accordingly, during your Assignment, we will secure at the Company’s reasonable cost expatriate health care coverage for you and your dependants. You acknowledge and agree that the Company may in its discretion terminate at any time or modify from time to time any of its employee benefit plans, including without limitation its Equity Plan.

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5. Assignment Allowance. During your Assignment (provided that it does not exceed 24 months), you will receive an expatriate allowance of $20,000 USD per month (net of any applicable withholding and deductions, if any), deposited Into a U.S. bank account of your choice each month (the “Assignment Allowance”). You acknowledge and agree that this Assignment Allowance is being provided to you for your use in defraying any and all costs and expenses of any kind arising out of or related to your Assignment (collectively, “Assignment-Related Expenses”), that the Assignment Allowance constitutes the maximum amount that the Company shall pay under any circumstances for such Assignment-Related expenses, and that any and all Assignment-Related Expenses, If any, that exceed the Assignment Allowance shall be solely your responsibility and shall not be reimbursed or otherwise paid by the Company. Without limiting the generality of the foregoing, the Assignment Allowance is applicable to (but only to the extent of the Assignment Allowance), without limitation: expenses for and relating to your and your family’s relocation to or within Singapore; shipment or storage of furniture or other goods; rental, maintenance, and other housing costs in Singapore; electricity and other utilities; automobile rental, purchase, maintenance, fuel and other transportation-related costs; educational expenses, including without limitation any private school tuition for your children; home visits back to the United States for you and your family; and cost of living allowances. The Company may in its discretion specifically allocate all or part of the Assignment Allowance to specific categories of Assignment-Related Expenses if the Company determines that such allocation is beneficial under applicable U.S. or foreign tax laws. In the event that your Assignment lasts longer than twenty-four (24) months, the Company will review the Assignment Allowance with you at that time in good faith and may adjust the Assignment Allowance based on then-current market conditions or other factors as deemed appropriate by the Company. The Assignment Allowance will immediately terminate upon any termination of your Assignment, including without limitation your relocation to the United States or reassignment outside of Singapore.

6. Potential Relocation to the US. In the event that the Company relocates you to its Longmont, Colorado office at the conclusion of your Assignment, the Company will make goad faith efforts to provide you with six months notice; and you will receive a relocation allowance of $50,000 USD, deposited into a U.S. bank account of your choice (the “Relocation Allowance”). You acknowledge and agree that any such Relocation Allowance will be provided to you for your use in defraying any and all costs and expenses of any kind arising out of or related to your relocation (collectively, “Relocation-Related Expenses”), that the Relocation Allowance constitutes the maximum amount that the Company shall pay under any circumstances for such Relocation-Related Expenses, and that any and all Relocation-Related Expenses, if any, that exceed the Relocation Allowance shall be solely your responsibility and shall not be reimbursed or otherwise paid by the Company. Without limiting the generality of the foregoing, the Relocation Allowance is applicable to (but

5

only to the extent of the Relocation Allowance), without limitation: coach airfare and related travel costs for your and your family’s return to the continental U.S.; costs incident to the sale or lease termination of your Singapore residence, if any; transportation and storage of household goods and effects; en route transportation expenses; cost of temporary living expenses; costs incident to the purchase or lease of a new residence; and reasonable pre- move house-hunting trips. Notwithstanding the foregoing, if such relocation occurs less than twenty-four (24) months into the Assignment, then the Company will also reimburse you for reasonable penalties, if any, incurred in your termination of your apartment and/or automobile leases, provided that you undertake good faith efforts to minimize the likelihood and extent of any such penalties, such as by negotiating flexibility in the duration of such leases prior to signing the leases (the “Penalty Reimbursement”). The Relocation Allowance will not be subject to tax equalization. However, any Penalty Reimbursement will be subject to tax equalization. As required by the Internal Revenue Code or other applicable tax law, the Relocation Allowance and the Penalty Reimbursement, if any, will be included in your taxable income for the year and, as such, all applicable federal, state and other Income taxes and FICA will be withheld from your payment. You may be able to claim an income tax deduction for certain qualified moving expenses by completing Form 3903, Moving Expenses, and filing with your Form 1040. Please consult with your tax advisor to determine the deductibility of your moving expenses.

7. Tax Equalization: During your Assignment, except as otherwise provided in this offer letter, you will be tax equalized as follows:

(a) The objective of tax equalization is to ensure that you are neither substantially better nor worse off in your personal tax position as a result of your Assignment outside of the U.S. Under this approach, the Company pays for your actual U.S. and foreign income taxes related to your income, including without limitation the Assignment Allowance and the Penalty Reimbursement, if any (but excluding the Relocation Allowance), from the Company only. You are responsible for paying actual U.S. and foreign taxes related to any outside income. You, in turn, pay the Company a hypothetical tax equal to the amount of federal, state and local taxes you would have paid on your total compensation, excluding the Assignment Allowance and the Penalty Reimbursement, if any, as if you had performed your work solely in Longmont, Colorado.

(b) Upon the completion of your actual returns, a tax equalization settlement is prepared to determine your final hypothetical tax liability. Based on the settlement, you either receive or pay any difference between the final hypothetical tax liability and actual amounts paid throughout the year. The Company will designate and pay the reasonable costs of a tax consultant to determine your tax equalization and hypothetical calculations and to assist you in preparing and filing your domestic and foreign tax returns. Any costs incurred by you because of a failure to cooperate with this tax consultant will be at your own expense.

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(c) Because the Company will pay foreign taxes related to your income from the Company, including without limitation the Assignment Allowance, any foreign tax credits and foreign earned income and housing exclusions belong to the Company. While on Assignment, the benefit of your use of foreign tax credits and such exclusions on your actual returns remits back to the Company through the tax equalization process. When your Assignment ends, you may have foreign tax credits that have not been used, which presently can be carried back for one year or forward for ten years. If over the next ten years, you benefit from the use of the Company’s foreign tax credits related to your Assignment, we ask that you remit that benefit to the Company (including the years after your Assignment where the Company is not paying to prepare your taxes). You may be required to give the Company copies of your tax forms if you have foreign tax credits upon your repatriation.

(d) The Company will not protect you from tax costs resulting from Singapore-based or other investments, including without limitation real estate, business ventures, securities, and other investments, that result in the imposition of higher Singapore income tax than would have been imposed if you had not made investments in Singapore. It also will not tax equalize you with respect to any income earned by your spouse.

8. Imputed Income. You will be deemed to receive income attributable to the above fringe and other benefits to the extent required by applicable law, and will be responsible for any and all tax liability arising from such benefits (subject to the “Tax Equalization” provisions above).

9. Timing of Certain Payments. In order to comply with U.S. tax regulations, any reimbursement payable to you shall be conditioned on your submission of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to you within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which you incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

10. Withholdings and Deductions. All amounts payable to you will be reduced by required and authorized withholdings and deductions, if any, subject to and in accordance with applicable law.

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11. Notice.

(a) To the Company. You will send all communications to the Company in writing, addressed as follows (or in any other manner the Company notifies you to use):

If mailed:	DigitalGlobe, Inc. Attn: Julie Knudson 1601 Dry Creek Drive Longmont, Colorado 80305
If faxed:	303 684 4048

(b) To you. All communications from the Company to you relating to this offer letter must be sent to you in writing at the Company office or in any other manner you notify the Company to use.

(c) Time Notice Deemed Given. Notice shall be deemed to have been given when delivered or, if earlier (i) when mailed by United States certified or registered mail, return receipt requested, postage prepaid, or (ii) faxed with confirmation of delivery, in either case, addressed as required in this section.

12. Amendment. No provisions of this offer letter may be modified, waived, or discharged except by a written document signed by a duly authorized Company officer and you. A waiver of any conditions or provisions of this offer letter in a given instance shall not be deemed a waiver of such conditions or provisions at any other time.

13. Interpretation. The validity, interpretation, construction, and performance of these terms shall be governed by the laws of the State of Colorado (excluding any that mandate the use of another jurisdiction’s laws).

14. Successors. These terms shall be binding upon, and shall inure to the benefit of, you and your estate, but you may not assign or pledge these terms or any rights arising under it, except to the extent permitted under the terms of the benefit plans in which you participate. Without your consent, the Company may assign this letter to any affiliate or successor that agrees In writing to be bound by this letter, after which any reference to the “Company” in this letter shall be deemed to be a reference to the affiliate or successor; however your obligations under this letter to DigitalGlobe, Inc. shall not be diminished.

15. Validity. The invalidity or unenforceability of any provision of this letter shall not affect the validity or enforceability of any other provision of this letter, which shall remain in full force and effect.

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16. Entire Agreement. All oral or written agreements or representations express or implied, with respect to the subject matter of this letter are set forth in this letter and the Company’s Proprietary Information, Invention and Non-Competition Agreement and the Company’s Severance Protection Agreement dated as of even date herewith

RAFAY KHAN	DIGITALGLOBE, INC.
/s/ Rafay Khan	/s/ Julie Knudson
	Name:	Julie Knudson
Date: Dec. 5th 2008	Title:	Vice President — HR
	Date: December 3, 2008

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EX-10.14

Exhibit 10.14

SEVERANCE PROTECTION AGREEMENT

This Severance Protection Agreement (the “Agreement”) is made and entered into by and between Rafay Khan (the “Employee”) and DigitalGlobe, Inc., a Delaware corporation (the “Company”), effective as of January 16, 2009.

RECITALS

A. Employee is a member of the Company’s executive and management team.

B. The Company’s Board of Directors (the “Board”) believes that it is in the best interests of the Company and its stockholders to provide Employee with a severance benefit in the event Employee’s employment is terminated without Cause (as defined below) or Employee resigns his or her employment for Good Reason (as defined below) in order to avoid distraction of Employee due to uncertainty about his or her future role with the Company.

C. The Company wishes to provide Employee with certain protections with respect to Employee’s stock option awards in the event the event Employee’s employment is terminated without Cause (as defined below) or Employee resigns his or her employment for Good Reason (as defined below)

D. To accomplish the foregoing objectives, the Board has directed the Company, upon execution of this Agreement by Employee, to agree to the terms provided in this Agreement.

E. Certain capitalized terms used in the Agreement are defined in Section 5 below.

In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of Employee by the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. At-Will Employment; Term of Agreement. The Company and Employee acknowledge that Employee’s employment is and shall continue to be at-will, as defined under applicable law. Nothing in this Agreement shall confer upon Employee any right to continued employment with the Company or any successor to the Company. If Employee’s employment terminates for any reason, Employee shall not be entitled to any payments or benefits other than as provided by this Agreement, or as may otherwise be available in accordance with the terms of Employee’s other employment-related agreements with the Company and/or the Company’s established employee plans and

written policies at the time of termination (collectively, the “Other Severance-Related Agreements”). The terms of this Agreement shall terminate upon the earliest of (I) the date on which Employee ceases to be employed by the Company other than because of an involuntary termination without Cause or resignation for Good Reason, (ii) the date that all obligations of the parties hereunder have been satisfied, (iii) two (2) years following the closing of any Change in Control if a Change in Control has closed on or prior to the third anniversary of the date of this Agreement, or (iv) the third anniversary of the date of this Agreement if no Change in Control has closed as of such third anniversary. A termination of the terms of this Agreement pursuant to the preceding sentence shall be effective for all purposes, except that such termination shall not affect the payment or provision of compensation or benefits on account of a termination of employment occurring prior to the termination of the term of this Agreement.

2. Severance.

2.1 Involuntary Termination Benefit — Termination Prior to a Change in Control. Upon Employee’s involuntary termination of employment by the Company (other than a termination for Cause or due to death or Disability) or Employee’s termination of employment with the Company for Good Reason prior to a Change in Control, Employee shall be entitled to a lump sum payment in an amount equal to one (1) times the sum of (i) Employee’s annual Base Salary as of the date of such termination, plus (ii) Employee’s Bonus Amount.

2.2 Involuntary Termination Benefit — Termination Upon or Following a Change in Control. Upon Employee’s involuntary termination of employment by the Company (other than a termination for Cause or due to death or Disability) or Employee’s termination of employment with the Company for Good Reason upon or following a Change in Control, Employee shall be entitled to a lump sum payment in an amount equal to one and one-half (1.5) times the sum of (i) Employee’s annual Base Salary as of the date of such termination, plus (ii) Employee’s Bonus Amount.

2.3 Welfare Benefits. In the event Employee is entitled to benefits pursuant to Section 2.1 or 2.2 above, the Company shall continue to provide all welfare benefits provided to Employee immediately before such termination (including, without limitation, health and life insurance, but excluding disability insurance) for a period following Employee’s termination of employment equal to the period with respect to which Employee’s Base Salary is paid as severance, at the Company’s sole cost; provided, however, that to the extent Employee becomes re-employed and eligible for benefits with another employer prior to the expiration of such period, Employee will elect such benefits and promptly notify the Company so that the Company will have no further obligation to provide benefits under this Section 2.3 unless, and then only to the extent that, the benefits that are being provided by the Company are more favorable than such benefits provided by the other company.

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2.4 Treatment of Equity Awards Upon a Change in Control. Upon the occurrence of a Change in Control, all of Employee’s equity awards in the Company (including, without limitation, any stock options, restricted stock units, and restricted stock awards) shall vest and, to the extent applicable, shall (i) become exercisable and (ii) remain outstanding for the period specified in the applicable award agreement.

2.5 Accrued Obligations. In all events, promptly following Employee’s termination of employment for any reason, the Company shall pay to Employee (or, as applicable, Employee’s estate): (a) any unpaid portion of Employee’s accrued Base Salary and accrued Paid Time Off; (b) any amounts payable to Employee pursuant to the terms of any pension or welfare benefit plan, and (c) any expense reimbursements payable pursuant to the Company’s reimbursement policy.

3. Release of Claims. The payment and provision of any and all severance benefits pursuant to this Agreement shall be conditioned upon and subject to execution of a Release of Claims by Employee at the time of termination of employment in the form attached to this Agreement as Exhibit A. All lump-sum payments due pursuant to this Agreement shall be payable at the time specified in such Release of Claims. The payments described in Section 2.5 are not subject to Employee’s execution of a Release of Claims.

4. Termination for Cause; Voluntary Resignation Other Than for Good Reason; Death or Disability. Upon Employee’s termination for Cause or Employee’s voluntary resignation other than for Good Reason, or Employee’s termination of employment due to death or Disability, Employee shall not be entitled to any severance payments or to any other benefit under the terms of this Agreement.

5. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a) Base Salary. “Base Salary” shall mean Employee’s gross annualized base salary at the time of termination of employment, excluding any Assignment Allowance, Relocation Allowance, Tax Equalization benefits, gross ups, bonuses or incentive compensation, or similar benefits provided for under that certain offer letter dated December 3, 2008 between Employee and Company (“Offer Letter”).

(b) Bonus Amount. “Bonus Amount” shall mean the average of actual annual bonuses payable to Employee under any Company “Success Sharing Plan” or similar program with respect to the two fiscal years immediately preceding the year which the Employee’s employment terminates (or, if Employee was an employee for less than two full fiscal years preceding such termination, Employee’s actual annual bonus for the fiscal year preceding the year of termination); provided, however, in the event Section 2.2 applies, the Bonus Amount shall be the Employee’s target bonus for the year in which the Change in Control occurs. In no event shall the Additional Option awards, if any, provided for under the Offer Letter or any other incentive awards granted outside of an approved Success Sharing Plan or similar program be considered as part of the “Bonus Amount”. Moreover, to the extent that the Company decides in its discretion to grant an amount to Employee pursuant to the last sentence of Paragraph 4(b) of the Offer Letter, any such amount shall not be considered as part of the “Bonus Amount.”

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(c) Change in Control. “Change in Control” shall mean the occurrence of any of the following events:

(i) Any person (other than persons who are employees of the Company at any time more than one year before a transaction) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (A) securities acquired directly from the Company or its affiliates by or for the person shall not be taken into account, and (B) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be Change in Control, as reasonably determined by the Board;

(ii) The Company consummates a merger, or consolidation of the Company with any other corporation unless: (a) the voting securities of the Company outstanding immediately before the merger or consolidation would continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; and (b) no person (other than persons who are employees at any time more than one year before a transaction) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(iii) The stockholders of the Company approve an agreement for the sale or disposition by the Company of all, or substantially all, of the Company’s assets; or

(iv) The stockholders of the Company approve a plan or proposal for liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

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(d) Cause. “Cause” shall mean: moral turpitude; or

(ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs Employee’s ability to perform appropriate employment duties for the Company; or

(iii) intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to the Company after a Change in Control, including violation of a non-competition or confidentiality agreement; or

(iv) willful failure to follow lawful instructions of the person or body to which Employee reports; or

(v) gross negligence or willful misconduct in the performance of Employee’s assigned duties. Cause shall not include mere unsatisfactory performance in the achievement of Employee’s job objectives; or

(vi) Employee’s failure to relocate to the Company’s headquarters office in Longmont, Colorado (or any subsequent U.S. headquarters office that the Company may then have, if any) within 120 days, or such other time as may be agreed by the Company and Employee, following the Company’s request.

(e) Disability. “Disability” means a physical or mental illness, injury, or condition that prevents Employee from performing substantially all of Employee’s duties associated with Employee’s position or title with the Company for at least 90 days in a 12-month period.

(f) Resignation for Good Reason. Resignation for “Good Reason” shall mean Employee’s voluntary termination, upon 30 days prior written notice to the Company promptly following:

(i) a material reduction in Employee’s job duties, responsibilities and requirements inconsistent with Employee’s position with the Company and Employee’s prior duties, responsibilities and requirements;

(ii) any reduction of Employee’s base compensation; or

(iii) once Employee has relocated to the Longmont, Colorado office (or other U.S. headquarters office specified by the Company, if any), the Employee’s refusal to relocate to another Company facility or location more than thirty (30) miles from such Company’s headquarters location;

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6. Golden Parachute Provisions. If Employee becomes entitled to the payments, benefits and equity acceleration described in Sections 2.1 through 2.4 and such payments and benefits, together with any other payments or transfers of property (collectively the “Severance Payments”), constitute “parachute” payments under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall pay an additional amount (the “Gross-Up Payment”) to Employee. The Gross-Up Payment shall be equal to the amount necessary so that the net amount retained by Employee, after subtracting the parachute excise tax imposed by Section 4999 of the Code, as amended, or any successor statute then in effect (the “Excise Tax”), and after also subtracting all federal, state or local income tax, FICA tax and Excise Tax on the Gross-Up Payment, shall be equal to the net amount Employee would have retained if no Excise Tax has been imposed and no Gross-Up Payment had been paid. The amount of the Gross-Up Payment shall be determined in good faith by nationally recognized registered public accountants or tax counsel selected by the Company, who shall apply the following assumptions: (i) Employee shall be treated as paying federal income taxes at the highest marginal rate in the calendar year in which the Gross-Up Payment is made, and (ii) Employee shall be treated as paying state and local income taxes at the highest marginal rate(s) in the calendar year in which the Gross-Up Payment is made in the locality of Employee’s residence as of the effective date of Employee’s termination or resignation, net of the maximum reduction in federal income taxes that could be obtained from deducting those state and local taxes. The Gross-Up Payment shall be made within five business days after the effective date of Employee’s termination or resignation, provided that if the Gross-Up Payment cannot be determined within that time, the Company shall pay Employee within that time an estimate, determined in good faith by the Company, of the minimum amount of the Gross-Up Payment and shall pay the remainder (plus interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but in no event later than the 30^th day after the effective date of Employee’s termination or resignation. If the estimated payment is more than the amount later determined to have been due, the excess (plus interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be repaid by Employee within five business days after written demand. In all events, any Gross-Up Payment made pursuant to this Section 6 shall be paid to Employee no later than the end of the calendar year following the year in which the related taxes are remitted to the applicable taxing authority. If the actual Excise Tax imposed is less than the amount that was taken into account in determining the amount of the Gross-Up Payment, Employee shall repay at the time that the amount of the reduced Excise Tax is finally determined the portion of the Gross-Up Payment attributable to that reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax, FICA tax and federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by Employee, to the extent the repayment results in a reduction in or refund of Excise Tax, FICA tax or federal, state or local income tax), plus interest on the amount of the repayment at the rate provided in Section 1274(b)(2)(B) of the Code. If the actual Excise Tax imposed is more than the amount that was taken into account in determining the amount of the Gross-Up Payment, the Company shall make an additional Gross-Up Payment in respect of such excess (plus interest at the rate provided in Section 1274(b)(2)(B} of the Code) at the time that the amount of the excess is finally determined.

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7. Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. The terms of this Agreement and all of Employee’s rights hereunder shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Employee shall be addressed to Employee at the home address which Employee most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its General Counsel.

9. Proprietary Information, Invention and Non-Competition Agreement. Employee acknowledges and agrees that the provision of benefits hereunder by the Company is subject to Employee’s compliance with the Company’s Proprietary Information, Invention and Non-Competition Agreement attached hereto as Exhibit B, and that no benefits shall be provided hereunder in the event Employee violates such Agreement.

10. Miscellaneous Provisions.

(a) No Duty to Mitigate. Employee shall not be required to mitigate the amount of any benefit contemplated by this Agreement (whether by seeking new employment or in any other manner), nor, except as otherwise provided in this Agreement (including without limitation, Section 2.3 and Section 10(d)), shall any such benefit be reduced by any earnings or benefits that Employee may receive from any other source.

(b) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c) Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to Employee’s severance pay, benefits and privileges in the event of a termination of Employee’s employment with the Company, superseding all negotiations, prior discussions and agreements, written or oral, concerning said severance arrangements, other than the Other Severance-Related Arrangements.

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(d) Non-Duplication of Benefits. Any compensation or benefits payable under the terms of this Agreement will be offset and not augmented by other compensation or benefits of the same or similar type payable under any Other Severance- Related Arrangement or under applicable law. Without limiting the generality of the foregoing in any way, if Employee becomes eligible for or entitled to any severance pay, benefits or other amounts of any kind under any applicable statute, regulation or other source of law (whether U.S., Singapore or otherwise) arising out of or related to any termination of his employment with the Company or of his assignment in Singapore (or any other foreign location), whether voluntary or involuntary (collectively, “Statutory Severance”), the amount of severance pay and benefits otherwise payable under this Agreement, if any, shall be reduced by the gross aggregate amount of such Statutory Severance. It is intended that this Agreement not duplicate benefits Employee is entitled to under the Company’s regular severance policy, any related policies, any other contracts, agreements or arrangements between Employee and the Company, or applicable law. Notwithstanding the foregoing, for the avoidance of doubt, the benefits payable hereunder shall not be affected by any amounts payable to Employee pursuant to the DigitalGlobe, Inc. Sale Bonus Plan.

(e) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Colorado without reference to conflict of laws provisions.

(f) Severability. If any term or provision of this Agreement or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable, and a suitable and equitable term or provision shall be substituted therefor to carry out, insofar as may be valid and enforceable, the intent and purpose of the invalid or unenforceable term or provision.

(g) Jurisdiction, Venue and Waiver of Jury Trial. EMPLOYEE AND THE COMPANY AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EMPLOYEE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EMPLOYEE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EMPLOYEE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

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(h) Legal Fees and Expenses. The parties shall bear their own expenses, legal fees and other fees incurred in connection with this Agreement.

(i) No Assignment of Benefits. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this subsection (i) shall be void.

(j) Employment Taxes. Any payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(k) Assignment by Company. The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term “Company” when used in a section of this Agreement shall mean the corporation that actually employs Employee.

(l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(m) Section 409A. Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s termination of employment with the Company, he or she is a “specified employee” as defined in Section 409A of the Code, and one or more of the payments or benefits received or to be received by Employee pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date that is six (6) months following Employee’s termination of employment with the Company, or (b) the Employee’s death. The provisions of this Section 10(m) shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

DIGITALGLOBE, INC.		RAFAY KHAN
By:	/s/ Yancey Spruill Yancey Spruill	/s/ Rafay Khan Employee Signature
	Title: E.V.P. & Chief Financial Officer

Exhibit A

RELEASE OF CLAIMS

This Release of Claims is entered into by and between DigitalGlobe, Inc., a Colorado corporation (the “Company”), and Rafay Khan (“Employee”). It is entered into pursuant to the terms of a Severance Protection Agreement (the “Agreement”) between Employee and Company dated 2009 and in order to resolve amicably all matters between Employee and the Company concerning the Agreement and Employee’s termination of employment with the Company and benefits payable to Employee under the terms of the Agreement.

1. Termination of Employment. Employee’s employment with the Company has been terminated as a result of a Change in Control, an involuntary termination without Cause or a voluntary resignation for Good Reason, as defined in the Agreement, by which Employee became eligible for benefits upon termination of employment.

2. Severance Pay. On the eighth day following the execution of this Agreement by Employee (or on the next business day, if the eighth day is a weekend day or a holiday), the Company agrees to pay to Employee as a payment of all monetary amounts due to Employee under the terms of the Agreement the lump sum of $_____, less customary employee withholdings. Employee is also eligible for certain other continuation of benefits under the terms of the Agreement. Employee acknowledges that Employee has no entitlement to said benefits except according to the terms of the Agreement, which includes a requirement that Employee execute this Release of Claims. For the avoidance of doubt, any amounts payable to Employee pursuant to the DigitalGlobe, Inc. Sale Bonus Plan are not released hereby.

3. Sole Entitlement. Employee acknowledges and agrees that no other monies or benefits are owing to Employee except as set forth in the Agreement.

4. Return of Property and Documents. Employee states that Employee has returned to the Company all property and documents of the Company which were in Employee’s possession or control, including without limitation access cards, Company-provided credit cards, computer equipment and software.

5. Confidentiality, Nondisparagement, Noncompetition, and Nonsolicitation Agreement. Employee agrees to abide by the terms of any confidentiality, nondisparagement, nonsolicitation, and non-competition agreement(s) that Employee previously executed in connection with his or her employment with the Company. Employee agrees not to make any communications or engage in any conduct that is or can reasonably be construed to be disparaging of the Company, its officers, directors, employees, agents, stockholders, products or services. The Company agrees not to make any communications or engage in any conduct that is or can reasonably be construed to be disparaging of Employee. For a period of two (2) years following Employee’s termination of employment with the Company, Employee agrees not to solicit, directly or indirectly, any employees of the Company, for employment with any other employer.

6. Release. Employee (for him/herself, his/her agents, heirs, successors, assigns, executors and/or administrators) does hereby and forever release and discharge the Company and its past and present parent, subsidiary and affiliated corporations, divisions or other related entities, as well as the successors, shareholders, officers, directors, heirs, predecessors, assigns, agents, employees, attorneys and representatives of each of them, past or present (hereinafter the “Releasees”) from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which Employee has or may have against any released person or entity by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof, including, without limitation, all claims attributable to the employment of Employee, all claims attributable to the termination of that employment, and all claims arising under any federal, state or other governmental statute, regulation or ordinance or common law, such as, for example and without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act which prohibits discrimination on the basis of age over 40, and wrongful termination claims, excepting only those obligations expressly recited to be performed hereunder.

In light of the intention of Employee (for him/herself, his/her agents, heirs, successors, assigns, executors and/or administrators) that this release extend to any and all claims of whatsoever kind or character, known or unknown, Employee expressly waives any and all rights granted by California Civil Code Section 1542 or any other analogous federal or state law or regulation. Section 1542 reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent Employee from filing a charge with, or participating in any proceeding or investigation by, the Equal Employment Opportunity Commission or affiliated state agency. However, Employee acknowledges that, in accordance with this Release, he or she has no right to recover any monies on behalf of him/herself, his/her agents, heirs, successors, assigns, executors and/or administrators in connection with, or as a result of, such charge, investigation, or proceeding.

7. No Actions Pending. Employee agrees that he/she has not filed, nor will he/she file in the future, any claims, actions or lawsuits against any of the Releasees relating to Employee’s employment with the Company, or the termination thereof.

8. No Admissions. Nothing contained herein shall be construed as an admission of wrongdoing or liability by any party hereto.

9. Entire Agreement; Miscellaneous. This Agreement constitutes a single integrated contract expressing the entire agreement of the parties with respect to the subject matter specifically addressed herein and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof. There are no other agreements, written or oral, express or implied, between the parties hereto, concerning the subject matter hereof, except as set forth herein. This Agreement may be amended or modified only by an agreement in writing, and it shall be interpreted and enforced according to the laws of the State of Colorado. Should any of the provisions of the Agreement be determined to be invalid by a court of competent jurisdiction, it is agreed that this shall not affect the enforceability of the other provisions herein.

10. Waiting Period and Right of Revocation. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS AWARE AND IS HEREBY ADVISED THAT EMPLOYEE HAS THE RIGHT TO CONSIDER THIS AGREEMENT FOR TWENTY-ONE DAYS BEFORE SIGNING IT, ALTHOUGH EMPLOYEE IS NOT REQUIRED TO WAIT THE ENTIRE TWENTY-ONE DAY PERIOD; AND THAT IF EMPLOYEE SIGNS THIS AGREEMENT PRIOR TO THE EXPIRATION OF TWENTY-ONE DAYS, EMPLOYEE IS WAIVING THIS RIGHT FREELY AND VOLUNTARILY. EMPLOYEE ALSO ACKNOWLEDGES THAT EMPLOYEE IS AWARE AND IS HEREBY ADVISED OF EMPLOYEE’S RIGHT TO REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN DAYS FOLLOWING THE SIGNING OF THIS AGREEMENT AND THAT IT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. TO REVOKE THIS AGREEMENT, EMPLOYEE MUST NOTIFY THE COMPANY IN WRITING WITHIN SEVEN DAYS OF SIGNING IT.

11. Attorney Advice. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS AWARE OF EMPLOYEE’S RIGHT TO CONSULT AN ATTORNEY, THAT EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY, AND THAT EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS AGREEMENT.

12. Understanding of Agreement. Employee states that Employee has carefully read this Agreement, that Employee fully understands its final and binding effect, that the only promises made to Employee to sign this Agreement are those stated above, and that Employee is signing this Agreement voluntarily.

Dated: _________	Rafay Khan
Dated: _________	DIGITALGLOBE, INC.
	Yancey Spruill
	Title: E.V.P. & Chief Financial Officer

Exhibit B

Employee Proprietary Information, Invention
and Non-Competition Agreement

 Rafay Khan Longmont, Colorado

I acknowledge that, during my employment with DigitalGlobe Inc, (DigitalGlobe) I shall be in a position of confidence and trust, and shall have access to various data, technical developments and improvements, processes, tools, customer data and relationships, business plans, customer lists, marketing programs, price lists, salary and human resource information and other trade secrets and/or confidential information relating to the business of DigitalGlobe. I further recognize that, in providing highly specialized services for a wide variety of customers within an increasingly competitive global market, DigitalGlobe has a proprietary interest in all trade secret and other confidential information that I may acquire during the course of my employment which, if disclosed to competitors, would cause DigitalGlobe to suffer immediate and substantial injury. In addition, I acknowledge that I am a member of DigitalGlobe’s executive and management staff. Thus, I recognize that it is in DigitalGlobe’s legitimate business interest to restrict my use of such trade secrets and confidential or proprietary information for any purpose other than the discharge of my employment duties at DigitalGlobe, and accordingly enter into this Proprietary Information, Invention and Non- Competition Agreement (herein “Agreement”).

Therefore, in consideration of my employment (it being understood that this Agreement does not itself give me rights to employment or continued employment) by DigitalGlobe or by any of its subsidiaries, including any business entity of DigitalGlobe or any of its subsidiaries (such corporation, its successors and the subsidiaries of such corporation or of its successors being hereinafter individually and collectively called ‘DigitalGlobe’ or “the Company”), I agree as follows:

1. I will not directly or indirectly during or after the term of my employment:

(a) transfer or allow to be transferred, any information that is classified for purposes of national security, to any person, firm or organization not authorized to receive it; or

(b) transfer, or allow to be transferred, any of the Company’s proprietary data or information, whether relating to products, equipment, inventions, ideas, designs, processes, research, software, customers, personnel, or otherwise, and including, without limitation, any of the Company’s manufacturing, technical or scientific know-how, methodologies, customers’ data, marketing programs, suppliers, pricing or bidding strategies, bids or proposals submitted or contemplated, customer contracts, and salary and human resource information or practices, to any person, firm or organization not authorized by the Company to receive it, or to use any of such proprietary data or information other than for the sole benefit of the Company; or

(c) transfer, or allow to be transferred, any drawing, sketch, layout, formula, specification, report, written manufacturing, technical, or business information or the like owned by the Company, or any copy thereof, to any person, firm or organization not authorized by the Company to receive it; or

(d) transfer, or allow to be transferred, any information that is not generally known outside the Company or that is designated by the Company as “Confidential” or “Restricted Confidential” or is similarly designated, to any person, firm or organization not authorized by the Company to receive it, or to use any of such designated information other than for the sole benefit of the Company; or

(e) transfer, or allow to be transferred, any information not generally publicly known that is designated by a third party as “limited”, “private”, “confidential”, “proprietary” or is similarly designated, that the Company is contractually or otherwise obligated to protect from unauthorized disclosure, to any person, firm or organization not authorized by the Company to receive it, or use any such third party information other than for the benefit of the Company for purposes authorized by the Company; or

(f) transfer, or allow to be transferred, any information pertaining to technology that has been deemed to be “controlled technology” as defined by the United States Department of Commerce, Bureau of Export Administration (BXA).

2. I will keep myself informed of the Company’s policies and procedures for safeguarding Company-controlled property, including all proprietary data and information, and will strictly comply therewith at all times. I will not, except when authorized by the Company, remove any Company-controlled property from Company premises. I will return to the Company, immediately upon termination of my employment or upon my transfer within the Company, all Company-controlled property in my possession or control.

3. I will grant and do hereby grant to the Company the sole and exclusive ownership of (including the sole and exclusive right to reproduce, use or disclose for any purpose) any and all reports, articles, books, recordings, audio-visual works, drawings, blueprints, data, software, firmware, writings and technical information and copyrights in the foregoing made or prepared by me alone or with others during the term of my employment, whether or not made or prepared in the course of my employment, that relate to the Company’s business or to apparatus, compositions of matter or methods pertaining to the Company’s business. I acknowledge that all such materials are the property of the Company within the scope of paragraph 1(b) and 1(c) above.

4. I will advise the Company’s Legal Department in writing in detail of each invention, whether or not patentable, made or conceived during the term of my employment by me alone, or with others. I will assign, and do hereby assign, to the Company or to its nominee, all my right, title and interest in each invention without further consideration. During or after the term of my employment, I will execute, acknowledge and deliver such assignments, affidavits, and other instruments prepared by the Company or its nominee, and do such other things as will assist the Company, or its nominee to obtain patents on such invention in any and all countries, all without further consideration, other than reimbursement of my expenses. I acknowledge that the expenses for which I might request reimbursement from the Company be limited to mailing charges and notary fees and other such expenses authorized in writing in advance by the Company, or its nominee.

5. There are excluded from the operation of paragraph 4:

(a) all patents issued in my name, alone or with others, prior to the date of my first employment by the Company; and inventions for which no equipment, supplies, facility or trade secret information of the Company was used and which were developed entirely on my own time, and:

(1) do not relate directly to the business of the Company or to the Company’s actual or demonstrably anticipated research or development

(2) which do not result from any work performed by me for the Company; and

(b) the inventions that are listed in the Appendix of this Agreement.

6. To the extent permitted by applicable state law, I agree that I shall not, during my employment at DigitalGlobe and for a period of one (1) year after the termination of my employment at DigitalGlobe, directly or indirectly:

(a) recruit, solicit, attempt to persuade, or assist in the recruitment or solicitation of, any employee of the Company who was an employee, officer or agent of the Company during the three month period immediately preceding the date of termination of my employment, for the purpose of employing him or her or obtaining his or her services or otherwise causing him or her to leave his or her employment with the Company;

(b) solicit or divert to any competing business any customer or prospective customer to which I had contact during the eighteen (18) months prior to leaving DigitalGlobe unless previously approved by DigitalGlobe in writing; or

(c) become employed by or perform professional services of the type I provided while employed by DigitalGlobe, for any competitor of DigitalGlobe in its direct business lines, including, but not limited to, satellite and aerial imagery operations, product distribution, mapping and other value added services, by directly or indirectly taking any of the following actions:

(1) owning, managing, operating, joining, controlling or providing services to any entity, regardless of entity form or location, that engages in or is seeking to engage in the current or planned business activities of the Company;

(2) serving as an employee, agent, consultant, officer, or director of any such entity; or

(3) inducing or attempting to induce any customer, supplier, or business relation of the Company to cease doing business with the Company, or in any other way interfering with the relationship between any customer, supplier or business relation and the Company.

If, after termination of my employment with the Company, I violate the covenants contained in this paragraph, then the duration of the covenant shall be extended from the date I resume compliance with the covenant, reduced by the number of days following my termination that I was not in violation of the covenant.

7. If the period of time or the area specified in Paragraph 6 should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such numbers of months or the area reduced by the elimination of such portion thereof or both so that such restrictions may be enforced in such area and for such time as are adjudged to be reasonable.

8. I acknowledge that the restrictions contained in this Agreement, in view of the global nature of the Company’s business, are reasonable and necessary in order to protect the legitimate interests of DigitalGlobe, and that any violation thereof would result in irreparable injuries to DigitalGlobe. In the event of any violation of any of these restrictions, I acknowledge that DigitalGlobe shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which DigitalGlobe may be entitled.

9. This Agreement constitutes the entire Agreement between the parties in connection with the subject matter hereof, supersedes any and all prior agreements or understandings between the parties, and may only be changed by agreement in writing between the parties.

10. This Agreement shall be governed by, and construed in accordance with, the law of the State of Colorado without regard to its conflict of laws principles.

11. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns. This Agreement may be assigned in whole or in part by the Company to a successor to all or substantially all of the business or assets of the Company or the sub-portion of the business or assets of the Company that relate to employee’s duties; or to any subdivision or part of the company; or to any entity which is a subsidiary or affiliate of the Company. I acknowledge that my obligations under this Agreement are binding upon my heirs, assigns and legal representatives.

I HAVE READ AND I UNDERSTAND THIS AGREEMENT AND ACKNOWLEDGE RECEIPT OF A COPY THEREOF:

Rafay Khan (Date) (Witness)

APPENDIX

Rafay Khan Longmont, Colorado

List of unpatented inventions owned or controlled by me on the date of entering these services including documents which disclose same. (A disclosure of the inventions themselves is not called for; what is wanted is an identification of the source documents, such as patent applications, or drawings, identified by number, title and/or date.) This information should appear on the back of all two copies of this Agreement.

EX-10.22

Exhibit 10.22

DigitalGlobe, Inc.

2009 EXECUTIVE SUCCESS SHARING PLAN

PART I. PLAN DESCRIPTION

A. THE PLAN

1) Purpose and Objectives. This document sets forth the DigitalGlobe, Inc. 2009 Executive Success Sharing Plan (the “Plan”) for the Company’s Chief Executive Officer, President and eligible, non-commissionable Vice Presidents (including Senior Vice Presidents and Executive Vice Presidents, but excluding non-executive functional vice presidents) (collectively “Executives”). A key component of the business strategy of DigitalGlobe, Inc. (the “Company”) is to provide incentives to attract and retain outstanding employees. The Plan is designed to recognize overall Company success, departmental and team contributions, as well as to reward individual contributions.

2) Participant Eligibility. An employee shall be eligible to participate in this Plan (and thus be a “Participant”) if the Company classifies the individual as (i) having been employed with the Company on or before October 1, 2009 as a regular full-time non-commissionable Executive; and as (ii) continuously employed thereafter by the Company through the bonus payment date and as not having given notice of intent to terminate employment before the bonus payment date. Any employee who terminates employment with the Company or provides notice of intent to do so before bonus payments are made is not eligible to receive a bonus under the Plan.

(a) Employees Hired Or Promoted During 2009 Plan Year. Employees who are hired or promoted to a Plan-eligible position, between January 1, 2009 and October 1, 2009 will be eligible for a prorated bonus for the duration of their Plan participation during 2009. Employees hired, or non-Participant employees promoted, to an otherwise Plan-eligible position after October 1, 2009 are not eligible to participate in the Plan. A Participant who is promoted from one bonus-eligible role to another between the beginning of the 2009 Plan Year and October 1, 2009 will continue to be eligible for a target bonus opportunity hereunder based on his or her former and new target bonus opportunities (determined pursuant to Section I.B.2 below) prorated for such 2009 Plan Year.

(b) Change in Employment Status. In certain situations, employment status may change mid-year from an otherwise eligible position to a non-eligible position (such as a transition from full-time to part-time, change in employment classification, leaves of absence, change to eligibility under another bonus plan, or otherwise). Under these circumstances, the employee will be eligible for a prorated bonus, prorated for the period of their Plan participation during 2009, subject to the other conditions hereunder (including, without limitation, those specified in the last sentence of the introductory language of this Section I.A.2).

3) Participant Ineligibility. No employee shall be eligible to receive a bonus under the Plan if (i) he or she is not employed in good standing by the Company on the bonus payment date, is not classified by the Company as an employee in its payroll records, or otherwise does not satisfy all of the foregoing eligibility requirements to be a Plan Participant; (ii) he or she has competed with the Company’s business during employment with the Company or made plans to compete with such business following termination of employment; or (iii) he or she has breached any agreement with or other obligation to the Company or any Company policy.

4) Plan Termination or Amendment. The Plan will be in effect from January 1, 2009 through December 31, 2009, or such earlier date as the Plan may be terminated in the sole discretion of the Company (the “2009 Plan Year”). No notice of Plan termination is necessary. The Company also reserves the right to implement a new incentive bonus plan or renew this Plan for future periods. Any such action shall be approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). The Company reserves the right to amend or discontinue this Plan at any time. The Plan may only be amended by resolution duly adopted by the Compensation Committee. Participation in this Plan is not a guarantee of receipt of any bonus or LTI Award hereunder, or of participation in future Company incentive plans.

5) Discretionary Adjustments. The provisions of Sections B and C below of this Part I are guidelines only. Notwithstanding those sections or any other provisions of this Plan, any bonus targets, percentages, awards, payment amounts or other bonus-related provisions (except for the deadline of March 15, 2010 for bonus payments, if any) may be modified at any time, in whole or in part, in the Company’s discretion (including without limitation by reducing target bonus percentages or bonus payments otherwise payable under the Plan), subject to the approval of the Compensation Committee, as the Company deems necessary or appropriate in its judgment based on applicable business or other circumstances, including without limitation unforeseen or adverse economic or business developments that affect or may affect the Company. Notwithstanding the foregoing, no adjustment will be made to the extent that it would cause any payment hereunder to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code and the Company would lose any tax deduction as a result thereof.

B. CASH BONUS AWARDS

1) Bonus Awards. The intent of the DigitalGlobe Success Sharing Plan is to motivate Participants to achieve specified goals of the Company by rewarding for annual Company performance, as well as for maintenance of positive growth trends in the Company’s business throughout the year, and for individual performance. As such, the achievement of 80% of a Participant’s target bonus opportunity will be determined based on certain objective performance-related criteria established by the Compensation Committee in its discretion (the “Performance-Based Bonus Award”). The achievement of the remaining 20% of a Participant’s target bonus opportunity will be determined in the Company’s discretion (including without limitation whether to pay any such discretionary component and, if so, the amount thereof), subject to the approval of the Compensation Committee (the “Discretionary Bonus Award”).

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2009 Plan performance-related components (to be used in determining the Performance-Based Bonus Award) include CBU and DIBU revenue and A-EBITDA (as defined in Section I.B.6 below). There are minimum thresholds of performance required for each performance-related component before any bonus payout for that individual component may occur. Thresholds are as follows:

		Minimum
		Requirements to Fund
		Bonus for Each
	2009 Target at	Component
Minimum Threshold for Payout	100% of Plan	(90% of Plan)
Commercial Business Unit Revenue	$63.688 million	$57.319 million
Defense and Intelligence Business Unit Revenue	$220.261 million	$198.235 million
A-EBITDA	$171.654 million	$154.489 million

2) Target Bonus Opportunity. Executives who are Participants are eligible to receive a target bonus opportunity, expressed as a percentage of their Base Salary (and comprised, as discussed, of a Performance-Based Bonus Award and a Discretionary Bonus Award), as set forth below:

	TARGET BONUS OPPORTUNITY
	(expressed as a percentage of
LEVEL	Base Salary)
Executive Tier IV		70	%
Executive Tier III		60	%
Executive Tier II		50	%
Executive Tier I		40	%

3) Performance-Based Bonus Award Calculation; Discretionary Bonus Award. A portion of the Performance-Based Bonus Award will be eligible to become payable on each individual bonus performance component, as set forth in the table below; provided, however, that in order for any bonus to be payable on a particular component, the minimum target of 90% of Plan (as shown above) must be met for that component. The following table demonstrates the percent of bonus payout (towards the Performance-Based Bonus Award) at various levels of achievement by Business Unit revenue and A-EBITDA achievement:

Department	Components	90% of Plan			100% of Plan			120% of Plan
CBU	CBU REVENUE		30	%		60	%		120	%
	DIBU REVENUE		10	%		20	%		40	%
	A-EBITDA		10	%		20	%		40	%
DIBU	CBU REVENUE		10	%		20	%		40	%
	DIBU REVENUE		30	%		60	%		120	%
	A-EBITDA		10	%		20	%		40	%
Groups other than BU	CBU REVENUE		12.5	%		25	%		50	%
	DIBU REVENUE		12.5	%		25	%		50	%
	A-EBITDA		25	%		50	%		100	%

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• If the Company achieves goals between 90% and 100% of the Target for a given component, including A-EBITDA, every 1% increase in achievement over 90% will increase the total bonus payable for that component by 10% of the 90% Plan percentage payable for that component. For example, if DIBU achieves 98% of Target for DIBU Revenue, the bonus payable to DIBU Participants for DIBU Revenue would be 54% or (30% + (3% x 8)), for CBU Participants it would be 18% or (10% + (1% x 8)), and for Participants in Groups Other Than BUs it would be 22.5% or (12.5% + (1.25% x 8)).

• For achievement of goals between 100% and 120% of Target for a given component, including A-EBITDA, every 1% increase in achievement over 100% will increase the total bonus payable for that component by 5% of the 100% Plan percentage payable for that component. For example, if DIBU achieves 115% of the DIBU Revenue Target, the bonus payable to DIBU Participants for DIBU Revenue would be 105% or (60% + (3% x 15)), for CBU Participants it would be 35% or (20% + (1% x 15)), and for Participants in Groups Other Than BU it would be 43.75% or (25% + (1.25% x 15)).

• The maximum total Performance-Based Bonus Award payable under this Plan is 80% of 200% (i.e., 160%) of the total Target bonus opportunity, payable upon achievement of 120% of Business Unit revenue targets and 120% of the A-EBITDA Target.

• As stated, the remainder of a Participant’s Target cash bonus opportunity (i.e., the Discretionary Bonus Award) is discretionary. The Discretionary Bonus Award for any given Participant may range, in the Company’s discretion (subject to the approval of the Compensation Committee), from 0% to 200% of 20% (i.e., 0% to 40%) of such Participant’s Target bonus opportunity.

• Under no circumstances shall a Participant’s total bonus payments under this Plan (including both the Performance-Based Bonus Award and the Discretionary Bonus Award) exceed 200% of his or her Target bonus opportunity.

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4) Sample Calculation.

The following table demonstrates the potential payout of this Plan using several different scenarios, solely for illustration purposes:

	EXAMPLE 1:
	CBU Achieves 90% of Target
Factors	Revenue,
Included in	DIBU Achieves 90% Target									EXAMPLE 2:									EXAMPLE 3:
Bonus	Revenue,									CBU at 100%, DIBU at 85%,									CBU at 90%, DIBU at 120%,
Calculation	A-EBITDA Achievement 90%									A-EBITDA at 100%									A-EBITDA at 120%
Base Salary*	$100,000									$100,000									$100,000
Individual
Target Bonus
Opportunity %	40%									40%									40%
	CBU Employee			DIBU Employee			Corporate Employee			CBU Employee			DIBU Employee			Corporate Employee			CBU Employee			DIBU Employee			Corporate Employee
Performance-Based Bonus Award Amount	$	16,000 (80% x (30%+10%+10%)	)	$	16,000 (80% x (10%+30%+10%)	)	$	16,000 (80% x (12.5%+ 12.5%+ 25%)	)	$	25,600 (80% x (60% + 0% +20%)	)	$	12,800 (80% x (20% + 0% + 20%)	)	$	24,000 (80% x (25% + 0% + 50%)	)	$	35,200 (80% x (30%+40%+ 40%)	)	$	54,400 (80% x (10%+120% +40%)	)	$	52,000 (80% x (12.5%+ 50% + 100%)	)
Discretionary Bonus Award Amount1	$	4,000		$	4,000		$	4,000		$	6,400		$	3,200		$	6,000		$	8,800		$	13,600		$	13,000
2009 Total Targeted Cash Compensation	$	120,000		$	120,000		$	120,000		$	132,000		$	116,000		$	130,000		$	144,000		$	168,000		$	165,000

^* All potential payout amounts in examples are based on the assumption that an employee was employed with DigitalGlobe on or preceding January 1, 2009 and was a Participant as of that date. Bonus calculations for employees hired after January 1, 2009, or who otherwise become Participants after that date, or who cease being Participants at some point during the 2009 Plan Year after January 1, 2009, will be reflective of the Base Salary earnings for the applicable duration of employment in the 2009 Plan Year during which the employee is a Participant.

5) Bonus Payment. Any bonus that becomes payable under this Plan to a Participant will be paid as described above no later than March 15, 2010 for the 2009 Plan Year.

6) Definitions.

(a) “Base Salary” means an employee’s total gross earned base salary for calendar year 2009, subject to Section I.A.2.a above. Base Salary does not include pay for commissions, overtime, shift differential, or any other premiums, bonuses, or incentive compensation or expense reimbursements, or disability, paid leaves, or other similar benefits, but does include amounts deferred by the employee under the Company’s “401(k)” plan or contributed on a pre-tax basis under the Company’s “cafeteria” plan. For purposes of calculating a bonus (if any) that becomes payable hereunder to an employee who is a Participant for only part of the 2009 Plan Year, such Participant’s Base Salary shall be deemed prorated based on the portion of the 2009 Plan Year during which such employee was a Participant.

¹ As stated, the Discretionary Bonus Award is purely discretionary and may vary from the sample figures shown in any given case.

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(b) “A-EBITDA” means Net Income or Loss adjusted for depreciation and amortization, net interest income or expense, income tax expense (benefit), loss on disposal of assets, restructuring, loss on early extinguishment of debt, bonus expense and non-cash stock compensation expense; as such calculation may be adjusted in the Company’s discretion.

(c) “Net Income or Loss” means the consolidated net income or net loss of the Company and its subsidiaries for calendar year 2009 as determined by the Company in accordance with Generally Accepted Accounting Principles.

C. LONG TERM INCENTIVES — In addition to the cash bonus provided for above, Participants in this Plan are eligible for Long Term Incentive awards (“LTI Awards”). Granting of LTI Awards is discretionary and, if made to a given Participant, will be based on individual performance ratings in combination with contribution to Company priorities, and/or such other factor(s) as the Company may elect to apply in its discretion to any given Participant(s). Any LTI Award involving a grant made pursuant to some other plan or program of the Company will also be governed by the terms and conditions of such plan or program, as in effect or amended from time to time in the Company’s discretion. All LTI Awards are subject to approval by the Compensation Committee. Granting of an LTI Award hereunder to any given Participant does not entitle any other Participant(s) to an LTI Award, regardless of whether such other Participant(s) receive any cash bonus under this Plan.

1) Scope. LTI Awards are based on individual performance in combination with contribution to Company priorities, and/or such other factor(s) as the Company may elect to apply in its discretion to any given Participant(s).

2) Annual Target Value. The value of LTI Award targets varies by Executive Tier and will be communicated separately as and to the extent deemed appropriate in the Company’s discretion.

3) Grant Date. Any LTI Award that the Company elects to grant to a given Participant under this Plan will be granted as described above at such time as the Company may determine in its discretion.

PART II. MISCELLANEOUS

A.  PLAN ADMINISTRATION

The Compensation Committee is responsible for the administration and management of the Plan and shall have all powers and duties necessary to fulfill its responsibilities including, but not limited to, the discretion to interpret and apply the Plan and to determine all questions relating to eligibility for benefits. The Compensation Committee may in its discretion, at any time and from time to time, delegate any and all of its authority and responsibilities under the Plan to such person(s) or committee(s) as the Compensation Committee may designate, and may terminate or change any such delegation made, in whole or in part, at any time and from time to time. The Compensation Committee and its delegates shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole and absolute discretion, and to make any findings of fact needed in the administration of the Plan. All determinations of the Compensation Committee or its delegate shall be binding on all persons if taken in good faith.

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B.  ENTIRE STATEMENT

The Plan, including all documentation referred to herein, is a complete and exclusive statement of the Plan’s terms. This Plan supersedes all prior communications, oral or written, concerning this subject matter. Any provision of the Plan that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

C.  NO EMPLOYMENT AGREEMENT

This Plan is not to be construed as an employment agreement and in no way limits the right of the Company to terminate the employment of any Participant at any time, with or without cause or advance notice. Each Participant’s employment with the Company is, and continues to be, “at-will” with either party having the right to terminate the employment relationship at any time, with or without cause or advance notice. By participating in the Plan, each Participant acknowledges his or her at-will employment status and that such at-will status only may be changed by a written agreement signed by the Participant and the Company’s CEO. Except to the extent governed by federal law, the Plan is governed by the laws of the State of Colorado, excluding choice of law principles.

D.  ISSUE RESOLUTION

In the event that there is a dispute between the Company and a Participant arising under or relating to this Plan, including but not limited to any dispute over any compensation alleged to be due, further including, but not limited to, disputes concerning the Participant’s bonus or LTI Award (or lack thereof), the Participant will promptly bring such dispute to the attention of the Company’s General Counsel or VP Human Resources. The Participant and the Company shall use their commercially reasonable efforts to resolve any such dispute on an informal basis. In the event the dispute cannot be resolved informally, the Participant and the Company agree to resolve the dispute exclusively through binding arbitration in Longmont, Colorado (or in such other place to which the parties agree) before a single arbitrator in accordance with the JAMS Employment Arbitration Rules and Procedures (as in effect or amended from time to time), except as set forth below, and in accordance with the laws of the State of Colorado. Each party will pay their own costs associated with such arbitration, including, but not limited to, cost of legal counsel. The arbitrator shall have no power to modify the provisions of this Plan, or to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in Denver, Colorado or that was not requested by a party to the dispute, and the jurisdiction of the arbitrator is limited accordingly. The arbitrator’s decision or award shall be final and binding, and judgment thereupon may be entered in any Colorado or other court having jurisdiction thereof. Notwithstanding the foregoing, either party may in such party’s respective discretion seek temporary or preliminary injunctive relief in any court of competent jurisdiction in order to preserve the status quo or avoid irreparable harm pending arbitration.

E.  TAX WITHHOLDING

The Company may withhold from any payments made under this Plan all applicable taxes and other withholdings including, but not limited to, Federal, state and local income, employment and social insurance taxes, as it determines are required or permitted by law. All amounts paid to Participants under this Plan will be treated as compensation, and each Participant agrees to such treatment by accepting a payment under the Plan. The Company cannot guarantee the tax treatment of any payments under the Plan and each Participant agrees that he or she, and not the Company, shall be liable for any excise taxes, penalties, or interest imposed on the Participant.

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F.  SECTION 409A

This Plan is not intended to provide “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be administered and interpreted in accordance with such intent. The payment(s), if any, made under this Plan to any Participant are intended to be exempt from Section 409A to the maximum extent possible as short-term deferrals pursuant to Treasury regulation section 1.409A-1(b)(4). Notwithstanding the foregoing, under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by a Participant due to any noncompliance with Section 409A.

G.  SOURCE OF PLAN ASSETS

The Plan shall be unfunded. Payments under the Plan shall be made from the general assets of the Company. To the extent any Participants have any right to payments under the Plan, such Participants shall be general unsecured creditors of the Company. No Participant shall have any right, title, claim or interest in or with respect to any specific assets of the Company or any of its affiliates in connection with the Participant’s participation in the Plan.

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jill D. Smith, certify that:

1) I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of DigitalGlobe, Inc.;

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

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

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

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

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

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

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

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

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

Date: February 24, 2010

/s/ Jill D. Smith Jill D. Smith

President, Chief Executive Officer and Chairman of the Board

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Yancey L. Spruill, certify that:

1) I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of DigitalGlobe, Inc.;

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

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

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

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

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

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

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

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

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

Date: February 24, 2010

/s/ Yancey L. Spruill Yancey L. Spruill

Executive Vice President, Chief Financial Officer and Treasurer

EX-31.3

Exhibit 31.3

Each of Jill D. Smith, Chief Executive Officer and President, and Yancey L. Spruill, Executive Vice President and Chief Financial Officer, DigitalGlobe, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Annual Report on Form 10-K for the year ended December 31, 2009 which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2) the information contained in the Annual Report on Form 10-K for the year ended December 31, 2009 fairly presents, in all material respects, the financial condition and results of operations of DigitalGlobe, Inc.

Date: February 24, 2010

/s/ Jill D. Smith

Jill L. Smith

President, Chief Executive Officer and Chairman of the Board

/s/ Yancey L. Spruill

Yancey L. Spruill

Executive Vice President, Chief Financial Officer and Treasurer

A signed original of this certification has been provided to DigitalGlobe, Inc. and will be retained by DigitalGlobe, Inc. and furnished to the Securities and Exchange Commission upon request.