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, 2008
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 number 1-14279

ORBITAL SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	06-1209561
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
21839 Atlantic Boulevard, Dulles, Virginia	20166 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(703) 406-5000

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

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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.  o

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

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

(Do not check if a smaller reporting company)

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

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of the registrant’s Common Stock as reported on The New York Stock Exchange on June 30, 2008 was approximately $1,367,900,000. The registrant has no non-voting common equity.

As of February 25, 2009, 57,163,236 shares of the registrant’s Common Stock were outstanding.

Portions of the registrant’s definitive proxy statement to be filed on or about March 11, 2009 are incorporated by reference in Part III of this report.

TABLE OF CONTENTS

Item			Page
		PART I
	Item 1.	Business		1
	Item 1A.	Risk Factors		8
	Item 1B.	Unresolved Staff Comments		14
	Item 2.	Properties		15
	Item 3.	Legal Proceedings		15
	Item 4.	Submission of Matters to a Vote of Security Holders		15
	Item 4A.	Executive Officers of the Registrant		16
		PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
	Item 6.	Selected Financial Data		21
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		36
	Item 8.	Financial Statements and Supplementary Data		38
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		67
	Item 9A.	Controls and Procedures		67
	Item 9B.	Other Information		68
		PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		68
	Item 11.	Executive Compensation		68
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		68
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		69
	Item 14.	Principal Accounting Fees and Services		69
		PART IV
	Item 15.	Exhibits and Financial Statement Schedule		70
EX-10.22
EX-10.24
EX-10.25
EX-12
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Pegasus is a registered trademark and service mark of Orbital Sciences Corporation; Taurus is a registered trademark of Orbital Sciences Corporation; Orbital and Cygnus are trademarks of Orbital Sciences Corporation.

PART I

Item 1.   Business

General

We develop and manufacture small- and medium-class rockets and space systems for commercial, military and civil government customers, including the U.S. Department of Defense (“DoD”), the National Aeronautics and Space Administration (“NASA”) and other U.S. Government agencies.

Our primary products and services include the following:

•  Launch Vehicles.  Rockets that are used as interceptor and target vehicles for missile defense systems, small- and medium-class space launch vehicles that place satellites into Earth orbit, and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories.

•  Satellites and Space Systems.  Small- and medium-class spacecraft that are used to enable global and regional communications and broadcasting, to conduct space-related scientific research, to carry out interplanetary and other deep-space exploration missions, to enable national security applications, to collect imagery and other remotely-sensed data about the Earth and to demonstrate new space technologies.

•  Advanced Space Programs.  Human-rated space systems for Earth-orbit and lunar exploration, advanced launch systems for medium-class satellites, and small satellites and satellite subsystems primarily used for national security space programs and to demonstrate new space technologies.

Our general strategy is to develop and expand a core integrated business of space and launch systems technologies and products, focusing on the design and manufacturing of affordable rockets, satellites and other space systems in order to establish and expand positions in niche markets that have not typically been emphasized by our larger competitors. Another part of our strategy is to seek customer contracts that will fund the development of enhancements to our existing launch vehicle and space systems product lines. As a result of our capabilities and experience in designing, developing, manufacturing and operating a broad range of small rockets and space systems, we believe we are well positioned to capitalize on the demand for small space-technology systems in missile defense, space-based military and intelligence operations, and commercial satellite communications programs, and to take advantage of government-sponsored initiatives for human space exploration, space-based scientific research and interplanetary exploration.

In June 2008, we sold our Transportation Management Systems (“TMS”) business unit for $45 million in cash before transaction fees and expenses. The operating results of TMS and the gain on the sale have been reclassified and reported as discontinued operations for all periods presented (see Note 3 to the accompanying financial statements).

Orbital was incorporated in Delaware in 1987 to consolidate the assets, liabilities and operations of two predecessor entities established in 1982 and 1983.

Our corporate headquarters are located at 21839 Atlantic Boulevard, Dulles, Virginia 20166 and our telephone number is (703) 406-5000.

Available Information

We maintain an Internet website at www.orbital.com. In addition to news and other information about our company, we make available on or through the Investor Relations section of our website our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all

amendments to these reports as soon as reasonably practicable after we electronically file this material with, or furnish it to, the U.S. Securities and Exchange Commission.

At the Investor Relations section of our website, we have a Corporate Governance page that includes, among other things, copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and the charters for each standing committee of the Board of Directors, including the Audit and Finance Committee, the Corporate Governance and Nominating Committee and the Human Resources and Compensation Committee.

Printed copies of all of the above-referenced reports and documents may be requested by contacting our Investor Relations Department either by mail at our corporate headquarters, by telephone at (703) 406-5543 or by e-mail at investor.relations@orbital.com. All of the above-referenced reports and documents are available from us free of charge.

Description of Orbital’s Products and Services

Our products and services are grouped into three reportable business segments that are described below: launch vehicles, satellites and space systems and advanced space programs. Our business is not seasonal. Customers that accounted for 10% or more of our consolidated revenues in 2008 were DoD, Lockheed Martin Corporation (“Lockheed Martin”), NASA, SES S.A. (“SES”) and The Boeing Company (“Boeing”).

Launch Vehicles.  Our launch vehicles segment is involved in developing and producing interceptor launch vehicles, target launch vehicles and space launch vehicles.

Interceptor Launch Vehicles.  We develop and produce rockets that are used as interceptor launch vehicles for missile defense systems, including interceptor boosters that carry “kill vehicles” designed to defend against ballistic missile attacks. Pursuant to a contract with Boeing, we are the sole supplier of operational and test interceptor boosters for the U.S. Missile Defense Agency’s (“MDA”) Ground-based Midcourse Defense (“GMD”) program, for which our interceptor boost vehicle, a modified version of our Pegasus rocket, is being used as a major operational element in the U.S. national missile defense system. We are also developing a boost vehicle for MDA’s Kinetic Energy Interceptor (“KEI”) program. During 2008, we conducted one successful GMD interceptor flight test and delivered five GMD boost vehicles. In 2009, we expect to deliver five GMD boost vehicles, conduct two GMD interceptor flight tests and conduct our first test of the KEI boost vehicle.

Target Launch Vehicles.  We design and produce target launch vehicles used in the development and testing of missile defense systems. Our target launch vehicles include suborbital rockets and their principal subsystems, as well as payloads carried by such vehicles.

Various branches and agencies of the U.S. military, including MDA, use our target launch vehicles as targets for defense-related applications such as ballistic missile interceptor testing and related experiments. These rockets are programmed to simulate incoming enemy missiles, offering an affordable and reliable means to test advanced missile defense systems. Our family of targets extends from long-range ballistic target launch vehicles, which include targets for testing MDA’s GMD system, to medium- and short-range target vehicles designed to simulate threats to U.S. and allied military forces deployed in overseas theaters. We have also developed a short-range supersonic sea-skimming target that flies just above the ocean’s surface and is currently being used by the U.S. Navy. In 2008, we performed a total of six target launch missions. In 2009, we expect to deliver approximately 15 to 17 target launch vehicles for missions in 2009 and later years.

Space Launch Vehicles.  We develop and produce small-class launch vehicles that place satellites weighing up to 4,000 lbs. into low-Earth orbit, including the Pegasus, Taurus and Minotaur space launch

2

vehicles that are used by commercial, civil government and military customers. Our Pegasus launch vehicle is launched from our L-1011 carrier aircraft to deploy relatively lightweight satellites into low-Earth orbit. The Taurus launch vehicle is a ground-launched derivative of the Pegasus vehicle that can carry heavier payloads to orbit. The ground-launched Minotaur launch vehicle family combines Minuteman II and Peacekeeper ballistic missile rocket motors with our Pegasus and Taurus technology. In 2008, we carried out two successful Pegasus missions. In February 2009, our Taurus rocket experienced a launch failure. During the rest of 2009, we expect to perform up to five space launch missions, including one Taurus and four Minotaur launches.

Our launch vehicles segment and our advanced space programs segment are jointly engaged in a major new product development program of a medium-capacity rocket called Taurus II that could substantially increase the payload capacity of our space launch vehicle platforms. We are marketing the vehicle to U.S. Government and commercial customers. We expect that the Taurus II launch vehicle will be ready for its inaugural launch by late 2010.

Satellites and Space Systems.  Our satellites and space systems segment is involved in developing and producing communications satellites, science and technology satellites, related subsystems, and space technical services.

Communications Satellites.  We design and manufacture small geosynchronous-Earth orbit (“GEO”) satellites that provide cable and direct-to-home television distribution, business data network connectivity, regional mobile telephony and other space-based communications services.

Science and Technology Satellites.  Our small- and medium-class low-Earth orbit and other spacecraft are used to conduct space-related scientific research, to carry out interplanetary and other deep-space exploration missions, to enable national security applications, to collect imagery and other remotely-sensed data about the Earth and to demonstrate new space technologies.

Space Technical Services.  We provide advanced space systems and subsystems, including satellite command and data handling, attitude control and structural subsystems and a broad range of space-related technical services, including analytical, engineering and production services for space-related science and defense programs.

During 2008, our satellite deliveries included two communications satellites for commercial customers and two scientific satellites for NASA. We expect to deliver up to seven satellites during 2009, including one science and technology satellite and up to six commercial GEO satellites. In addition, we plan to deliver up to three space systems this year.

Advanced Space Programs.  Our advanced space programs segment is involved in developing and producing human-rated space systems, advanced launch systems and satellites and related subsystems primarily used for national security space programs.

Human Space Systems.  We design and manufacture advanced human-rated systems to be used in Earth orbit, lunar and other space missions. We are a member of the industry team selected by NASA in 2006 to design and build the Orion crew exploration spacecraft that will succeed the Space Shuttle in transporting humans to space. Our principal role is to design, develop and manufacture the launch abort system to allow the astronaut crew to escape in the event of an in-flight failure of the Orion launch vehicle. We are currently scheduled to conduct the first test of the launch abort system in 2009.

In the first quarter of 2008, under NASA’s Commercial Orbital Transportation Services (“COTS”) program, we entered into an agreement with NASA to design, build and demonstrate a new space transportation system that has the capability to deliver cargo and supplies to the International Space Station (“ISS”). This system will include a new advanced maneuvering spacecraft called Cygnus that will be

3

launched on the Taurus II launch vehicle and will autonomously rendezvous with the ISS to deliver cargo to the astronauts on board. The COTS demonstration mission is under contract to occur in late 2010.

In the fourth quarter of 2008, under NASA’s ISS Commercial Resupply Services (“CRS”) program, NASA entered into a contract with us to perform eight cargo transportation missions to the ISS between 2011 and 2015. The CRS contract award to us is presently the subject of a bid protest pending before the Government Accountability Office (“GAO”); however, at NASA’s direction, we are continuing to do work under the contract. A decision on the protest from the GAO is expected by late April 2009.

Advanced Launch Systems.  We design and produce advanced launch vehicle systems, including launchers used to boost research test vehicles and platforms used to test new space technologies. We have adapted our existing launch vehicle technology for a number of advanced technology demonstrations, including supporting efforts to develop technologies that could be applied to reusable launch vehicles and hypersonic aircraft. The advanced space programs segment is responsible for leading the development of the medium-class Taurus II launch vehicle discussed above.

National Security Space Systems.  We develop and produce small satellites and satellite subsystems used primarily for national security space missions and related technology demonstration programs. In 2009, we plan to deliver an advanced space system for national security applications.

Competition

We believe that competition for sales of our products and services is based primarily on performance and technical features, reliability, price, delivery schedule and our ability to customize our products to meet particular customer needs, and we believe that we compete favorably on the basis of these factors. The table below identifies who we believe to be our primary competitors for each major product line.

Product Line	Competitors
Interceptor launch vehicles	Lockheed Martin Corporation Raytheon Company
Target launch vehicles	Alliant Techsystems Inc. L-3 Communications, Inc. Lockheed Martin Corporation Space Vector Corporation, a subsidiary of  Alabama Aircraft Industries, Inc.
Space launch vehicles	Alliant Techsystems Inc. Russian and other international launch  vehicles could represent competition for  commercial, as opposed to   U.S. Government, launches Space Exploration Technologies Corp. United Launch Alliance (a joint venture   between Lockheed Martin Corporation and   The Boeing Company)

4

Product Line	Competitors
Communications satellites	Antrix Corporation, the commercial arm of  India’s Space Research Organization EADS Astrium Lockheed Martin Corporation Loral Space & Communications Inc. Reshetnev Company - Information Satellite  Systems Thales Alenia Space
Science, technology and national security satellites	Ball Aerospace and Technologies Corp. General Dynamics Corporation Lockheed Martin Corporation Northrop Grumman Corporation The Boeing Company
Space technical services	ASRC Federal Holding Company, a   subsidiary of Arctic Slope Regional   Corporation Honeywell Technical Services Inc. Jacobs Engineering Group Inc. Lockheed Martin Corporation Northrop Grumman Corporation Science Applications International   Corporation Stinger Ghaffarian Technologies, Inc.
ISS cargo transportation services	European Space Agency Japan Aerospace Exploration Agency Russian Federal Space Agency Space Exploration Technologies Corp.

Many of our competitors are larger and have substantially greater resources than we do. Furthermore, it is possible that other domestic or foreign companies or governments, some with greater experience in the space and defense industry and many with greater financial resources than we possess, will seek to provide products or services that compete with our products or services. Any such foreign competitor could benefit from subsidies from, or other protective measures by, its home country.

Research and Development

We invest in product-related research and development to conceive and develop new products and to enhance existing products. Our research and development expenses totaled approximately $51.4 million, $15.6 million and $8.6 million for the years ended December 31, 2008, 2007 and 2006, respectively. The increase in research and development expenses for 2008 was primarily related to our Taurus II launch vehicle development program.

Patents and Proprietary Rights

We rely, in part, on patents, trade secrets and know-how to develop and maintain our competitive position and technological advantage, particularly with respect to our launch vehicle and satellite products. While our intellectual property rights in the aggregate are important to the operation of our business, we

5

do not believe that any existing patent or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on our business, taken as a whole.

Components and Raw Materials

We purchase a significant percentage of our product components, structural assemblies and certain key satellite components and instruments from domestic third parties, as well as from foreign suppliers. Certain structures to be used on our Taurus II launch vehicle are being designed and will be manufactured in the Ukraine.

We also obtain from the U.S. Government parts and equipment that are used in the production of our products or in the provision of our services. Generally, we have not experienced material difficulty in obtaining product components or necessary parts and equipment and we believe that alternatives to our existing sources of supply are available, although increased costs and possible delays could be incurred in securing alternative sources of supply. We rely upon sole source suppliers for rocket motors and engines used on our launch vehicles. While we believe that alternative sources for rocket motors and engines would be available, the inability of our current suppliers to provide us with motors and engines could result in significant program delays, expenses and loss of revenues.

U.S. Government Contracts

During 2008, 2007 and 2006, approximately 73%, 68% and 66%, respectively, of our total annual revenues were derived from contracts with the U.S. Government and its agencies or from subcontracts with other U.S. Government prime contractors. Most of our U.S. Government contracts are funded incrementally on a year-to-year basis.

Our major contracts with the U.S. Government primarily fall into two categories: cost-reimbursable contracts and fixed-price contracts. Approximately 93% and 7% of our revenues from U.S. Government contracts in 2008 were derived from cost-reimbursable contracts and fixed-price contracts, respectively. Under cost-reimbursable contracts, we recover our actual allowable costs incurred, allocable indirect costs and a fee consisting of (i) a base amount that is fixed at the inception of the contract and/or (ii) an award amount that is based on the customer’s evaluation of our performance in terms of the criteria stated in the contract. Our fixed-price contracts include firm fixed-price and fixed-price incentive fee contracts. Under firm fixed-price contracts, work performed and products shipped are paid for at a fixed price without adjustment for actual costs incurred in connection with the contract. Therefore, we bear the risk of loss if costs increase, although some of this risk may be passed on to subcontractors. Fixed-price incentive fee contracts provide for sharing by us and the customer of unexpected costs incurred or savings realized within specified limits, and may provide for adjustments in price depending on actual contract performance other than costs. Costs in excess of the negotiated maximum (ceiling) price and the risk of loss by reason of such excess costs are borne by us, although some of this risk may be passed on to subcontractors.

We derive a significant portion of our revenues from U.S. Government contracts, which are dependent on continued political support and funding. All our U.S. Government contracts and, in general, our subcontracts with other U.S. Government prime contractors provide that such contracts may be terminated for convenience at any time by the U.S. Government or the prime contractor, respectively. Furthermore, any of these contracts may become subject to a government-issued stop work order under which we would be required to suspend production. In the event of a termination for convenience, contractors generally are entitled to receive the purchase price for delivered items, reimbursement for allowable costs for work in process and an allowance for reasonable profit thereon or adjustment for loss if completion of performance would have resulted in a loss. For a more detailed description of risks relating to the U.S. Government contract industry, see “Item 1A — Risk Factors.”

6

A portion of our business is classified for national security purposes by the U.S. Government and cannot be specifically described. The operating results of these classified programs are included in our consolidated financial statements. The business risks associated with classified programs, as a general matter, do not differ materially from those of our other U.S. Government programs.

Regulation

Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. Government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the U.S. Department of Transportation (“DoT”) and operation of our L-1011 aircraft requires licenses from certain agencies of the DoT, including the Federal Aviation Administration. Launches of our Taurus II rocket, which will use modified Russian engines, will require a Russian government license. Our classified programs require that we and certain of our employees maintain appropriate security clearances. We also require export licenses from the U.S. Department of State (“DoS”), the U.S. Department of Commerce (“DoC”) and, occasionally, the governments of other countries with respect to transactions we have with foreign customers or foreign subcontractors.

Contract Backlog

Our firm backlog was approximately $2.11 billion at December 31, 2008 and approximately $2.00 billion at December 31, 2007. While there can be no assurance, we expect to convert approximately $875 million of the 2008 year-end firm backlog into revenues during 2009.

Our firm backlog as of December 31, 2008 included approximately $1.76 billion of contracts with the U.S. Government and its agencies or from subcontracts with prime contractors of the U.S. Government. Most of our government contracts are funded incrementally on a year-to-year basis. Firm backlog from government contracts at December 31, 2008 included total funded orders of about $690 million and orders not yet funded of about $1.07 billion. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect our financial condition and results of operations. Furthermore, contracts with the U.S. Government may be terminated or suspended by the U.S. Government at any time, with or without cause, which could result in a reduction in backlog.

Total backlog was approximately $5.86 billion at December 31, 2008. Total backlog includes firm backlog in addition to unexercised options, indefinite-quantity contracts and undefinitized orders and contract award selections. Approximately $1.9 billion of total, but not firm, backlog at December 31, 2008 is attributable to the CRS contract award from NASA, which is currently the subject of a bid protest pending before the GAO. A decision on the protest from the GAO is expected by late April 2009.

Employees

As of February 27, 2009, Orbital had approximately 3,400 permanent employees. None of our employees is subject to collective bargaining agreements. We believe our employee relations are good.

* * *

Financial information about our products and services, business segments, domestic and foreign operations and export sales is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our consolidated financial statements, and is incorporated herein by reference.

7

Special Note Regarding Forward-Looking Statements

All statements other than those of historical facts included in this Form 10-K, including but not limited to those related to our financial outlook, liquidity, goals, business strategy, projected plans and objectives of management for future operating results, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, including the risks set forth below, and are based on our current expectations and projections about future events. Our actual results, performance or achievements could be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, there is a risk that these expectations will not be attained and that any deviations will be material. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this Form 10-K to reflect any changes in our expectations or any change in events, conditions or circumstances on which any statement is based.

Item 1A.   Risk Factors

Investors should carefully consider, among other factors, the risks listed below.

Uncertainties attributable to the current global economic crisis could have a material adverse effect on our financial condition and results of operations.

The U.S. and global economies are currently experiencing a period of substantial economic uncertainty with wide-ranging effects, including the current disruption in global financial markets. Possible effects of these economic events on our business include decisions by customers to delay or cancel major product procurements and the inability of suppliers encountering financial difficulties to perform as expected. We are unable to predict the impact, severity and duration of these economic events, which could have a material adverse effect on our financial condition and results of operations.

Uncertainties attributable to a new Presidential Administration with different spending priorities could have a material adverse effect on our financial condition and results of operations.

Future government spending is subject to a number of uncertainties, particularly in light of the recent changes in the Presidential Administration and composition of the U.S. Congress. Our future procurement opportunities and existing programs may be adversely affected if such changes result in shifting priorities in the DoD, NASA and other agency budgets. A decline in funding for human space initiatives and key missile defense and other space programs could have a material adverse effect on our financial condition and results of operations.

We derive a significant portion of our revenues from U.S. Government contracts, which are dependent on continued political support and funding and are subject to termination by the U.S. Government at any time.

The majority of our total annual revenues and our firm backlog at December 31, 2008 was derived from U.S. Government contracts. Most of our U.S. Government contracts are funded incrementally on a year-to-year basis and are subject to uncertain future funding levels. Furthermore, our direct and indirect contracts with the U.S. Government may be terminated or suspended by the U.S. Government or its prime contractors at any time, with or without cause. There can be no assurance that U.S. Government contracts will not be terminated or suspended in the future, or that contract suspensions or terminations will not result in unreimbursable expenses or charges that could have a materially adverse effect on our financial condition and results of operations.

8

We are subject to a number of domestic and international laws, regulations and restrictions, the non-compliance with which may expose us to adverse consequences.

As a government contractor, we are subject to extensive and complex U.S. Government procurement laws and regulations, including the Procurement Integrity Act and the False Claims Act. Failure to comply with these laws and regulations could result in contract termination, price or fee reductions, civil or criminal penalties, injunctions and/or administrative sanctions such as suspension or debarment from contracting with the U.S. Government.

In addition, our international business subjects us to numerous U.S. and foreign laws and regulations, including the Foreign Corrupt Practices Act and regulations relating to import-export control. Our failure to comply with these laws and regulations could result in administrative, civil or criminal penalties and administrative sanctions such as suspension or debarment from contracting with the U.S. Government or suspension of our export privileges.

Our business could be adversely affected by adverse audit findings by the U.S. Government.

U.S. Government agencies, including the Defense Contract Audit Agency (“DCAA”) and various agency Inspectors General, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. Charging practices relating to labor, research and development, and other costs that may be charged directly or indirectly to government contracts are often scrutinized to determine that such costs are allowable under government contracts and furthermore that such costs are reasonable. Any costs determined to be unallowable or unreasonable may not be reimbursed, and such costs already reimbursed may be subject to repayment. If the amount of such costs were significant, our results of operations and financial condition could be materially adversely affected. For example, we expect to recover a significant portion of our research and development expenses, including those related to the Taurus II development program, through billings under certain of our government contracts in accordance with applicable regulations. We are currently engaged in discussions with U.S. Government agencies regarding the allowability and recoverability of the Taurus II expenses. Our inability to recover a significant portion of such expenses could materially adversely affect our financial condition and results of operations.

The above-mentioned agencies also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation, accounting and information systems. Adverse findings relating to a contractor’s systems could impact such contractor’s ability to win new government contract awards or option exercises.

Responding to governmental audits, inquiries or investigations may involve significant expense and divert management attention. Also, if an audit or investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. Government. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us.

Termination of our backlog of orders could negatively impact our revenues.

All of our direct and indirect contracts with the U.S. Government or its prime contractors may be terminated or suspended at any time, with or without cause, for the convenience of the government. U.S. Government contract awards also may be subject to bid protests, which may result in a contract award being rescinded or subject to reprocurement. Our commercial satellite contracts also give the

9

customer the right to unilaterally terminate the contracts. For these reasons, we cannot assure you that our backlog will ultimately result in revenues.

We use estimates in accounting for many contracts. Changes in our estimates could materially adversely affect our future financial results.

Contract accounting requires judgments relative to assessing risks, estimating contract revenues and costs and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total revenues and costs at completion is complicated and subject to many variables. For example, assumptions have to be made regarding the length of time to complete the contract because costs also include expected increases in wages and prices for materials. Incentives or penalties related to performance on contracts are considered in estimating revenue and profit rates, and are recorded when there is sufficient information for us to assess anticipated performance.

Because of the significance of the judgments and estimation processes described above, it is possible that materially different amounts could be obtained if different assumptions were used or if the underlying circumstances or estimates were to change or ultimately be different from our expectations. Changes or inaccuracies in underlying assumptions, circumstances or estimates may have a material adverse effect upon future period financial results.

We may not receive full payment for our satellites or launch services and we could incur penalties in the event of failure, malfunction or if our satellites are not delivered or our rockets are not launched on schedule.

Some of our satellite contracts provide for performance-based payments to be made to us after the satellite is in-orbit over periods that may be as long as 15 years. Additionally, some satellite contracts require us to refund cash to the customer if performance criteria, which cover periods of up to 15 years, are not satisfied. Certain launch contracts have payments contingent upon a successful launch. While our practice is generally to procure insurance policies that we believe would indemnify us for satellite and launch success incentive fees that are not earned and for performance refund obligations, insurance may not continue to be available on economical terms, if at all. Further, we may elect not to procure insurance. In addition, some of our satellite and launch contracts require us to pay penalties in the event that satellites are not delivered, or the launch does not occur, on a timely basis, or to refund all cash receipts if a contract is terminated for default prior to launch. Our failure to receive incentive payments, or a requirement that we refund amounts previously received or that we pay delay penalties, could adversely affect our results of operations, profitability and liquidity.

Contract cost overruns could materially adversely impact our financial results and our liquidity.

We provide our products and services primarily through cost-reimbursable and fixed-price contracts. Cost overruns may result in losses and, if significant, could materially adversely impact our financial results and our liquidity:

•  Under cost-reimbursable contracts, we are reimbursed for allowable incurred costs plus a fee, which may be fixed or variable (based, entirely or in part, on the customer’s evaluation of our performance under the contract). There is no guarantee as to the amount of fee, if any, we will be awarded under a cost-reimbursable contract with a variable fee. In addition, the price on a cost-reimbursable contract is based on allowable costs incurred, but generally is subject to contract funding limitations. If we incur costs in excess of the amount funded, we may not be able to recover such costs.

•  Under fixed-price contracts, our customers pay us for work performed and products shipped without adjustment for any cost overruns. Therefore, we generally bear all of the risk of losses as a result of

10

increased costs on these contracts, although some of this risk may be passed on to subcontractors. Some of our fixed-price contracts provide for sharing of unexpected cost increases or savings realized within specified limits and may provide for adjustments in price depending on actual contract performance other than costs. We bear the entire risk of cost overruns in excess of the negotiated maximum amount of unexpected costs to be shared.

Our growth strategy depends on major new product development initiatives involving significant technical challenges.

We are incurring substantial expenses relating to the design and development of the Taurus II launch vehicle. We also are developing the Cygnus advanced maneuvering spacecraft, and considering other product enhancements. The development of new or enhanced products is a complex and uncertain process that requires the accurate anticipation of technological and market trends and can take a significant amount of time and expense to complete. New product development programs often experience schedule delays and cost overruns. Our inability to successfully complete our new product development initiatives on schedule and within budget, or to obtain market acceptance, could have a material adverse effect on our financial condition and results of operations.

Our success depends on our ability to penetrate and retain markets for our existing products and to continue to conceive, design, manufacture and market new products on a cost-effective and timely basis.

We may experience design, manufacturing, marketing and other difficulties that could delay or prevent the development, introduction or acceptance of new products and enhancements. There can be no assurance that we will be able to achieve the technological advances necessary to remain competitive and profitable, that new products will be developed and manufactured on schedule or on a cost-effective basis or that our existing products will not become technologically obsolete. Our failure to predict accurately the needs of our customers and prospective customers, and to develop products or product enhancements that address those needs, may result in the loss of current customers or the inability to secure new customers.

There can be no assurance that our products will be successfully developed or manufactured or that they will perform as intended.

Most of the products we develop and manufacture are technologically advanced and sometimes include novel systems that must function under highly demanding operating conditions and are subject to significant technological change and innovation. From time to time, we experience product failures, cost overruns in developing and manufacturing our products, delays in delivery and other operational problems. We may experience some product and service failures, schedule delays and other problems in connection with our launch vehicles, satellites, advanced space systems and other products in the future. Some of our satellite and launch services contracts impose monetary penalties on us for delays and for performance failures, which penalties could be significant. In addition to any costs resulting from product warranties or required remedial action, product failures or significant delays may result in increased costs or loss of revenues due to postponement or cancellation of subsequently scheduled operations or product deliveries and may have a material adverse effect on our financial condition and results of operations. Negative publicity from product failures may also impair our ability to win new contracts.

11

If our key suppliers fail to perform as expected, we may experience delays and cost increases, and our operating results may be materially adversely impacted.

We purchase a significant percentage of our product components, structural assemblies and certain key satellite components and instruments from third parties, including foreign suppliers. Certain structures to be used on the Taurus II launch vehicle that we are developing are being designed and will be manufactured by Ukrainian companies.

We also obtain from the U.S. Government parts and equipment used in the production of our products or the provision of our services. In addition, we rely on sole source suppliers for the rocket motors and engines we use on our launch vehicles. If our suppliers fail to perform as expected or encounter financial difficulties, particularly in light of the current global economic crisis, we may have difficulty replacing them in a timely or cost effective manner. As a result, we may experience delays that could result in additional costs, a customer terminating our contract for default, or damage to our customer relationships, causing our revenues, profitability and cash flow to be materially adversely impacted. In addition, negative publicity from any failure of one of our products as a result of a failure by a key supplier could damage our reputation and prevent us from winning new contracts.

Our international business is subject to risks that may have a material adverse effect on our operating results.

We sell certain of our communications satellites and other products to non-U.S. customers. We also procure certain key product components for satellites and launch vehicles from non-U.S. vendors. International contracts are subject to numerous risks that may have a material adverse effect on our operating results, including:

•  political and economic instability in foreign markets;

•  restrictive trade policies of the U.S. Government and foreign governments;

•  inconsistent product regulation by foreign agencies or governments;

•  imposition of product tariffs and burdens;

•  the cost of complying with a variety of U.S. and international laws and regulations, including regulations relating to import-export control;

•  the complexity and necessity of using non-U.S. representatives and consultants;

•  inability to obtain required U.S. export licenses; and

•  foreign currency and standby letter of credit exposure.

We operate in a regulated industry, and our inability to secure or maintain the licenses, clearances or approvals necessary to operate our business could have a material adverse effect on our financial condition and results of operations.

Our ability to pursue our business activities is regulated by various agencies and departments of the U.S. Government and, in certain circumstances, the governments of other countries. Commercial space launches require licenses from the DoT, and operation of our L-1011 aircraft requires licenses from certain agencies of the DoT, including the Federal Aviation Administration. Launches of our Taurus II rocket, which will use modified Russian rocket engines, will require a Russian government license. Our classified programs require that certain of our facilities and certain of our employees maintain appropriate security clearances.

12

Exports of our products, services and technical information generally require licenses from the DoS or from the DoC. In addition, exports of products from our international suppliers may require export licenses from the governments of other countries. We have a number of international customers and suppliers.

Our inability to secure or maintain any necessary licenses or approvals or significant delays in obtaining such licenses or approvals could negatively impact our ability to compete successfully in international markets, and could result in an event of default under certain of our international contracts. There can be no assurance that we will be successful in our future efforts to secure and maintain necessary licenses, clearances or other U.S. or foreign government regulatory approvals. Our failure to do so could have a material adverse effect on our financial condition and results of operations.

We face significant competition in each of our lines of business and many of our competitors possess substantially more resources than we do.

Many of our competitors are larger and have substantially greater resources than we do. Furthermore, it is possible that other domestic or foreign companies or governments, some with greater experience in the space industry and many with greater financial resources than we possess, could seek to produce products or services that compete with our products or services, including new launch vehicles using new technology which could render our launch vehicles less competitively viable. Some of our foreign competitors currently benefit from, and others may benefit in the future from, subsidies from or other protective measures by their home countries.

Our financial covenants may restrict our operating activities.

Our credit facility contains certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur debt, make dividend payments, make investments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions. In addition, failure to meet any of the financial covenants in our credit facility could cause an event of default under and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.

The loss of executive officers and our inability to retain other key personnel could materially adversely affect our operations.

The departure of any of our executive officers and our inability to retain other key employees, including personnel with security clearances required for classified work and highly skilled engineers and scientists, could have a material adverse effect on our operations.

The anticipated benefits of future acquisitions may not be realized.

From time to time we may evaluate potential acquisitions that we believe would enhance our business. Were we to complete any acquisition transaction, the anticipated benefits may not be fully realized if we are unable to successfully integrate the acquired operations, technologies and personnel into our organization.

We are subject to environmental regulation.

We are subject to various federal, state and local environmental laws and regulations relating to the operation of our business, including those governing pollution, the handling, storage and disposal of hazardous substances and the ownership and operation of real property. Such laws may result in

13

significant liabilities and costs. There can be no assurance that our failure to comply with such laws and regulations will not have a material adverse effect on our business in the future.

Our restated certificate of incorporation, our amended and restated bylaws, and Delaware law contain anti-takeover provisions that may adversely affect the rights of our stockholders.

Our charter documents contain provisions which could have an anti-takeover effect, including:

•  our charter provides for a staggered Board of Directors as a result of which only one of the three classes of directors is elected each year;

•  any merger, acquisition or other business combination that is not approved by our Board of Directors must be approved by 662/3% of voting stockholders;

•  stockholders holding less than 10% of our outstanding voting stock cannot call a special meeting of stockholders; and

•  stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which restrict the ability of current stockholders holding more than 15% of our voting shares to acquire us without the approval of 662/3% of the other stockholders. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our common stock. As a result, these provisions may prevent our stock price from increasing substantially in response to actual or rumored takeover attempts. These provisions may also prevent changes in our management.

The repurchase rights in our 2.4375% convertible senior subordinated notes triggered by a fundamental change could discourage a potential acquirer.

The repurchase rights in our 2.4375% convertible senior subordinated notes triggered by a fundamental change of our company could discourage a potential acquirer. The term “fundamental change” is limited to specified transactions and may not include other events that might adversely affect our financial condition or business operations.

Conversion of our 2.4375% convertible senior subordinated notes may dilute the ownership interests of existing stockholders.

Upon conversion of our 2.4375% convertible senior subordinated notes, we will deliver in respect of each $1,000 principal amount of notes tendered for conversion (1) an amount in cash (“principal return”) equal to the lesser of (a) the principal amount of the converted notes and (b) the conversion value (such value equal to the conversion rate multiplied by the average price of our common shares over a 10 consecutive-day trading period) and (2) if the conversion value is greater than the principal return, an amount in cash or common stock, or a combination thereof (at our option) with a value equal to the difference between the conversion value and the principal return. Any common stock issued upon conversion of the notes will dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our common stock.

Item 1B.   Unresolved Staff Comments

Not applicable.

14

Item 2.   Properties

We lease approximately 1,200,000 square feet of office, engineering and manufacturing space in various locations in the United States, as summarized in the table below:

Business Unit	Principal Location(s)
Corporate Headquarters	Dulles, Virginia
Launch Vehicles	Chandler, Arizona; Dulles, Virginia; Vandenberg Air Force Base, California
Satellites and Space Systems	Dulles, Virginia; Greenbelt, Maryland
Advanced Space Programs	Dulles, Virginia

We own a 135,000 square foot state-of-the-art space systems manufacturing facility that primarily houses our satellite manufacturing, assembly and testing activities in Dulles, Virginia.

In 2008, we entered into a 12-year lease for a new 42,000 square foot office building adjacent to our corporate headquarters in Dulles, Virginia. For our main Chandler facility, we extended the term on our existing lease through 2019 and are expanding and upgrading this facility to accommodate our operational needs. We also entered into a 10-year lease for a new 83,000 square foot building in Chandler, Arizona, the construction of which is expected to be completed in the third quarter of 2009. In addition, we opened a small engineering office in Huntington Beach, California. We believe our existing facilities are adequate for our immediate requirements.

Item 3.   Legal Proceedings

From time to time we are party to certain litigation or other legal proceedings arising in the ordinary course of business. Because of the uncertainties inherent in litigation, we cannot predict whether the outcome of such litigation or other legal proceedings will have a material adverse effect on our results of operations or financial condition.

Item 4.   Submission of Matters to a Vote of Security Holders

There was no matter submitted to a vote of our security holders during the fourth quarter of 2008.

15

Item 4A.   Executive Officers of the Registrant

The following table sets forth the name, age and position of each of the executive officers of Orbital as of February 27, 2009. All executive officers are appointed annually and serve at the discretion of the Board of Directors.

Name	Age		Position
David W. Thompson		54	Chairman of the Board and Chief Executive Officer
James R. Thompson		72	Vice Chairman, President and Chief Operating Officer, Director
Garrett E. Pierce		64	Vice Chairman and Chief Financial Officer, Director
Ronald J. Grabe		63	Executive Vice President and General
			Manager, Launch Systems Group
Michael E. Larkin		53	Executive Vice President and General
			Manager, Space Systems Group
Antonio L. Elias		59	Executive Vice President and General Manager, Advanced Programs Group
Susan Herlick		44	Senior Vice President, General Counsel and Corporate Secretary

David W. Thompson is a co-founder of Orbital and has been Chairman of the Board and Chief Executive Officer of Orbital since 1982. From 1982 until October 1999, he also served as our President. Prior to founding Orbital, Mr. Thompson was employed by Hughes Electronics Corporation as special assistant to the President of its Missile Systems Group and by NASA at the Marshall Space Flight Center as a project manager and engineer, and also worked on the Space Shuttle’s autopilot design at the Charles Stark Draper Laboratory. Mr. Thompson is a Fellow of the American Institute of Aeronautics and Astronautics, the American Astronautical Society and the Royal Aeronautical Society, and is a member of the U.S. National Academy of Engineering.

James R. Thompson (who is not related to David W. Thompson), has been Vice Chairman, President and Chief Operating Officer since April 2002, and was President and Chief Operating Officer since October 1999. He has been a director of the Company since 1992. From 1993 until October 1999, Mr. Thompson served as Executive Vice President and General Manager, Launch Systems Group. Mr. Thompson was Executive Vice President and Chief Technical Officer of Orbital from 1991 to 1993. He was Deputy Administrator of NASA from 1989 to 1991. From 1986 until 1989, Mr. Thompson was Director of the Marshall Space Flight Center at NASA. Mr. Thompson was Deputy Director for Technical Operations at Princeton University’s Plasma Physics Laboratory from 1983 through 1986. Before that, he had a 20-year career with NASA at the Marshall Space Flight Center.

Garrett E. Pierce has been Vice Chairman and Chief Financial Officer since April 2002, and was Executive Vice President and Chief Financial Officer since August 2000. He has been a director of the Company since August 2000. From 1996 until August 2000, he was Executive Vice President and Chief Financial Officer of Sensormatic Electronics Corp., a supplier of electronic security systems, where he was also named Chief Administrative Officer in July 1998. Prior to joining Sensormatic, Mr. Pierce was the Executive Vice President and Chief Financial Officer of California Microwave, Inc., a supplier of microwave, radio frequency and satellite systems and products for communications and wireless networks. From 1980 to 1993, Mr. Pierce was with Materials Research Corporation, a provider of thin film equipment and high purity materials to the semiconductor, telecommunications and media storage

16

industries, where he progressed from Chief Financial Officer to President and Chief Executive Officer. Materials Research Corporation was acquired by Sony Corporation as a wholly owned subsidiary in 1989. From 1972 to 1980, Mr. Pierce held various management positions with The Signal Companies. Mr. Pierce is a director of Kulicke and Soffa Industries, Inc.

Ronald J. Grabe has been Executive Vice President and General Manager, Launch Systems Group since 1999. From 1996 to 1999, he was Senior Vice President and Assistant General Manager of the Launch Systems Group and Senior Vice President of the Launch Systems Group since 1995. From 1994 to 1995, Mr. Grabe served as Vice President for Business Development in the Launch Systems Group. From 1980 to 1993, Mr. Grabe was a NASA astronaut during which time he flew four Space Shuttle missions and was lead astronaut for development of the International Space Station.

Michael E. Larkin has been Executive Vice President and General Manager, Space Systems Group since February 2008 and was Senior Vice President and Deputy General Manager of the Space Systems Group since 2006. From 2004 to 2006, he served as Senior Vice President of Finance of the Space Systems Group. From 1996 to 2004, he was Vice President of the Space Systems Group, and was Director of Finance of the Space Systems Group from 1994 to 1996. Prior to that, he held a variety of program and financial management positions at Fairchild Space and Defense Corporation, a space and military electronics company, until its acquisition by Orbital in 1994.

Antonio L. Elias has been Executive Vice President and General Manager, Advanced Programs Group since October 2001, and was Senior Vice President and General Manager, Advanced Programs Group since August 1997. From January 1996 until August 1997, Dr. Elias served as Senior Vice President and Chief Technical Officer of Orbital. From May 1993 through December 1995, he was Senior Vice President for Advanced Projects, and was Senior Vice President, Space Systems Division from 1990 to April 1993. He was Vice President, Engineering of Orbital from 1989 to 1990 and was Chief Engineer from 1986 to 1989. From 1980 to 1986, Dr. Elias was an Assistant Professor of Aeronautics and Astronautics at Massachusetts Institute of Technology. He was elected to the National Academy of Engineering in 2001.

Susan Herlick has been Senior Vice President, General Counsel and Corporate Secretary since January 2006 and served as Vice President and Deputy General Counsel from 2003 to 2005. From 1997 to 2002, she was Vice President and Assistant General Counsel. She joined Orbital as Assistant General Counsel in 1995. Prior to that, she was an attorney at the law firm of Hogan & Hartson LLP.

17

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

On February 11, 2009, there were 2,356 Orbital common stockholders of record.

Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol ORB. The range of high and low sales prices of Orbital common stock, as reported on the NYSE, was as follows:

2008	High		Low
4th Quarter	$	24.66	$	14.34
3rd Quarter		27.89		21.53
2nd Quarter		27.88		23.03
1st Quarter		26.50		21.53

2007	High		Low
4th Quarter	$	26.32	$	22.26
3rd Quarter		24.98		19.19
2nd Quarter		22.55		18.46
1st Quarter		20.27		16.68

We have never paid any cash dividends on our common stock, nor do we anticipate paying cash dividends on our common stock at any time in the foreseeable future. Moreover, our credit facility contains covenants limiting our ability to pay cash dividends. For a discussion of these limitations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

The transfer agent for our common stock is:

Computershare Trust Company, N.A.

P.O. Box 43010

Providence, RI 02940

Telephone: (800) 730-4001

www.computershare.com

18

The following table sets forth information regarding our repurchase of common stock during, and as of, the quarter ended December 31, 2008.

					Total Number		Maximum Number
					of Shares		(or Approximate
					Purchased as		Dollar Value) of
	Total				Part of Publicly		Shares That May
	Number of		Average		Announced		Yet Be Purchased
	Shares		Price Paid		Plans or		Under the Plans
Period	Purchased		Per Share		Programs(1)		or Programs(1)
October 1, 2008 to October 31, 2008		217,483	$	20.29		217,483	$	35,844,846
November 1, 2008 to November 30, 2008		867,800		17.41		867,800		20,733,850
December 1, 2008 to December 31, 2008		535,100		15.73		535,100		12,316,323
TOTAL		1,620,383	$	17.24		1,620,383	$	12,316,323

⁽¹⁾ On April 25, 2008, we announced a plan (“2008 Plan”), to repurchase up to $50 million of outstanding common stock through April 24, 2009, subject to certain conditions. During the quarter ended December 31, 2008, we repurchased 1,620,383 shares under the 2008 Plan. The purchases were made in open market transactions.

19

The following graph compares the yearly cumulative total return on the company’s common stock against the cumulative total return on the S&P 500 Index and the Dow-Jones Aerospace/Defense Index for the five-year period commencing on December 31, 2003 and ending on December 31, 2008.

Date	Dec-03		Dec-04		Dec-05		Dec-06		Dec-07		Dec-08
S&P 500 Index		100.000		108.993		112.264		127.554		132.056		81.233
Dow-Jones Aerospace/Defense Index		100.000		116.434		134.377		166.085		199.810		122.564
Orbital Stock $100 Value		100.000		98.419		106.822		153.411		203.993		162.479

20

Item 6.   Selected Financial Data

Selected Consolidated Financial Data

The selected consolidated financial data presented below for the years ended December 31, 2008, 2007, 2006, 2005 and 2004 are derived from our audited consolidated financial statements. The selected consolidated financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes included elsewhere in this Form 10-K.

	Years Ended December 31,
	2008			2007			2006			2005			2004(1)(2)
	(In thousands, except per share data)
Operating Data:
Revenues	$	1,168,635		$	1,033,940		$	765,145		$	676,347		$	646,800
Costs of revenues		955,754			859,294			615,060			557,051			542,786
Operating expenses		128,599			93,422			85,765			68,569			51,836
Income from operations		84,282			81,224			64,320			50,727			52,178
Investment impairment charge		(17,800	)		—			—			—			—
Interest income and other		6,982			12,976			13,405			4,609			2,108
Interest expense		(4,333	)		(4,685	)		(12,245	)		(11,715	)		(11,350	)
Debt extinguishment expense		—			—			(10,388	)		—			(2,099	)
Income before taxes		69,131			89,515			55,092			43,621			40,837
Income tax (provision) benefit		(23,781	)		(35,852	)		(22,528	)		(16,730	)		145,013
Income from continuing operations		45,350			53,663			32,564			26,891			185,850
Income from discontinued operations, net of taxes(3)		15,918			3,075			2,511			1,453			2,452
Net income	$	61,268		$	56,738		$	35,075		$	28,344		$	188,302
Basic income per share:
Income from continuing operations	$	0.77		$	0.91		$	0.56		$	0.49		$	3.74
Income from discontinued operations		0.27			0.05			0.04			0.03			0.05
Net income		1.05			0.96			0.60			0.52			3.79
Diluted income per share:
Income from continuing operations	$	0.75		$	0.88		$	0.52		$	0.43		$	2.86
Income from discontinued operations		0.26			0.05			0.04			0.02			0.04
Net income		1.02			0.93			0.56			0.45			2.90
Basic weighted-average shares outstanding		58,569			59,164			58,118			54,804			49,658
Diluted weighted-average shares outstanding		60,134			60,935			62,627			62,386			64,981
Cash Flow Data:
Cash flow from operating activities	$	108,823		$	100,406		$	100,494		$	74,696		$	66,998
Cash flow from investing activities		17,253			(46,995	)		(20,077	)		(13,615	)		(3,399	)
Cash flow from financing activities		(33,591	)		(17,340	)		(39,515	)		(27,736	)		1,005
Balance Sheet Data:
Cash, cash equivalents and restricted cash	$	328,307		$	235,822		$	205,735		$	165,143		$	133,819
Net working capital		349,454			281,043			245,037			206,653			188,338
Total assets(2)		865,186			775,468			731,126			657,276			650,918
Long-term obligations, net		143,750			143,750			143,750			126,459			128,375
Stockholders’ equity(2)		456,019			420,249			382,700			385,511			383,293

(1)	Operating income in 2004 included a $2.5 million gain recorded as a credit to settlement expense. The income tax benefit in 2004 included a $145.7 million benefit resulting from the December 31, 2004 reversal of substantially all of our deferred income tax valuation allowance (see Note 2 to the accompanying consolidated financial statements).
(2)	Certain amounts have been restated (see Note 2 to the accompanying consolidated financial statements).
(3)	We sold our transportation management systems business unit and recorded a $14.8 million after-tax gain in the second quarter of 2008 (see Note 3 to the accompanying consolidated financial statements). The gain on sale and the operating results of this business unit are reported as discontinued operations.

21

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

With the exception of historical information, the matters discussed within this Item 7 and elsewhere in this Form 10-K include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties, many of which are beyond our control. Readers should be cautioned that a number of important factors, including those identified above in “Item 1 — Special Note Regarding Forward-Looking Statements” and “Item 1A — Risk Factors,” may affect actual results and may cause our actual results to differ materially from those anticipated or expected in any forward-looking statement. Our historical results of operations may not be indicative of our future operating results.

We develop and manufacture small- and medium-class rockets and space systems for commercial, military and civil government customers. Our primary products and services include the following:

•  Launch Vehicles.  Rockets that are used as interceptor and target vehicles for missile defense systems, small- and medium-class space launch vehicles that place satellites into Earth orbit, and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories.

•  Satellites and Space Systems.  Small- and medium-class spacecraft that are used to enable global and regional communications and broadcasting, to conduct space-related scientific research, to carry out interplanetary and other deep-space exploration missions, to enable national security applications, to collect imagery and other remotely-sensed data about the Earth and to demonstrate new space technologies.

•  Advanced Space Programs.  Human-rated space systems for Earth-orbit and lunar exploration, advanced launch systems for medium-class satellites, and small satellites and satellite subsystems primarily used for national security space programs and to demonstrate new space technologies.

We sold our transportation management systems (“TMS”) business unit in June 2008. The operating results of TMS and the gain on the sale have been reclassified and reported as discontinued operations for all periods presented.

Critical Accounting Policies and Significant Estimates

The preparation of consolidated financial statements requires management to make judgments based upon estimates and assumptions that are inherently uncertain. Such judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management continuously evaluates its estimates and assumptions, including those related to long-term contracts and incentives, inventories, long-lived assets, income taxes, contingencies and litigation, and the carrying values of assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, and such differences may be material.

The following is a summary of the most critical accounting policies used in the preparation of our consolidated financial statements.

•  Our revenue is derived primarily from long-term contracts. Revenues on long-term contracts are recognized using the percentage-of-completion method of accounting. Such revenues are recorded based on the percentage that costs incurred to date bear to the most recent estimates of total costs to complete each contract. Estimating future costs and, therefore, revenues and profits, is a process

22

requiring a high degree of management judgment, including management’s assumptions regarding our future operations as well as general economic conditions. In the event of a change in total estimated contract cost or profit, the cumulative effect of such change is recorded in the period the change in estimate occurs. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be adversely affected to the extent that estimated cost to complete or incentive or award fee estimates are revised, delivery schedules are delayed or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profits from period to period can fluctuate significantly. In the event cost estimates indicate a loss on a contract, the total amount of such loss, excluding general and administrative expense, is recorded in the period in which the loss is first estimated.

Many of our contracts include provisions for increased or decreased revenue and profit based on performance against established targets. Incentive and award fees are included in estimated contract revenue at the time the amounts can be reasonably determined and are reasonably assured based upon historical experience and other objective criteria. If performance under such contracts were to differ from previous assumptions, current period revenues and profits would be adjusted and could fluctuate significantly.

As of December 31, 2008 and December 31, 2007, unbilled receivables included $18.7 million and $15.5 million, respectively, of incentive fees on certain completed satellite contracts that become due incrementally over periods of up to 15 years, subject to the achievement of performance criteria.

Certain satellite contracts require us to refund cash to the customer if performance criteria, which cover periods of up to 15 years, are not satisfied. Through December 31, 2008, we have recognized approximately $42 million of revenues under such contracts, a portion or all of which could be reversed in future periods if satellite performance criteria are not met. We generally procure annual insurance policies that we believe would indemnify us for satellite incentive fees that are not earned and for performance refund obligations.

Through December 31, 2008, we have recognized approximately $24 million of estimated award fees on a contract that is subject to a final assessment at the conclusion of the contract, projected to occur in 2013. If the final award fee assessment is different than the interim assessments, we will be required to record a revenue and profit adjustment in future periods.

•  Inventory is stated at the lower of cost or estimated market value. Cost is determined on an average cost or specific identification basis. Estimated market value is determined based on assumptions about future demand and market conditions. If actual market conditions were less favorable than those previously projected by management, inventory write-downs could be required.

•  We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We record valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances.

23

•  We account for stock-based compensation to employees in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment.” The fair value of our restricted stock unit grants is determined based on the closing price of our common stock on the date of grant, and the fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with our valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. We consider many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. Actual results, and future changes in estimates, may differ substantially from current estimates.

We use the short-cut method to determine the pool of windfall tax benefits. We use the tax law ordering method as our policy for intra-period tax allocation related to the tax attributes of stock-based compensation.

Consolidated Results of Operations for the Years Ended December 31, 2008, 2007 and 2006

Restatement Related to Deferred Income Taxes

As discussed in our June 30, 2008 and September 30, 2008 Quarterly Reports on Form 10-Q, we determined to restate certain prior period financial statements as the result of an audit of our 2005 federal income tax return by the Internal Revenue Service (“IRS”), as further described below.

In 2008, the IRS completed an audit of our 2005 Federal income tax return and proposed reductions in our Federal net operating loss carryforwards (“NOLs”). As a result of the audit, we determined that our NOLs should be reduced by $33.2 million, or $12.9 million on a tax-effected basis, as of December 31, 2004 and subsequent balance sheet dates. At December 31, 2004 and 2007, we had Federal NOLs of $438 million and $293 million, respectively, before giving effect to the adjustment. We determined that the majority of the adjustment resulted from a computational mistake that occurred in preparing our 2000 and 2001 Federal income tax returns.

Since the year ended December 31, 2000, our deferred tax assets, including our NOLs, had been fully offset by a valuation allowance until the year ended December 31, 2004 when the valuation allowance was substantially reversed. As a result, the NOL overstatement did not have any impact on our income statements or balance sheets for periods prior to 2004 due to the deferred tax asset valuation allowance.

We had previously recorded an income tax benefit of $157.9 million for the year ended December 31, 2004, that was comprised almost entirely of the reversal of our deferred tax valuation allowance. As a result of the adjustment described above, we restated our income statement for the year ended December 31, 2004 to give effect to a $12.9 million reduction in the income tax benefit, and to record the corresponding reduction in non-current deferred tax assets. The adjustment did not have any impact on our income statements for any period other than 2004. The cumulative effect of the adjustment on our balance sheet as of December 31, 2007 was a $12.9 million reduction in non-current deferred tax assets and a $12.9 million increase in accumulated deficit. The adjustment did not have any impact on our cash flow statements for any period.

Based on the materiality guidelines contained in Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements, we believe that the income tax adjustment is not material to any of our current financial statements for periods subsequent to and including the year ended December 31, 2004. However, we believe that the adjustment would be material to our results for the year ending December 31, 2008. Accordingly, we determined that we would restate our 2004 through 2007 annual financial statements to record this adjustment. We further

24

determined not to amend our previously filed affected Annual Reports on Form 10-K because the adjustment is not material to the individual prior years’ financial statements contained in the most recently filed Annual Report on Form 10-K. We determined instead to report restated prior year financial statements within this 2008 Annual Report on Form 10-K.

2008 Compared With 2007

Revenues — Our consolidated revenues were $1,168.6 million, up 13% compared to 2007 due to revenue growth in the advanced space programs and launch vehicles business segments, partially offset by lower revenues in the satellites and space systems segment. Advanced space programs segment revenues grew $122.9 million, or 70%, primarily due to increased activity on national security satellite programs and the Orion human spacecraft program. Launch vehicles segment revenues grew $58.9 million, or 15%, primarily due to increased activity on missile defense and space launch vehicle contracts. Satellites and space systems segment revenues declined $44.4 million, or 10%, primarily due to decreased activity on communications satellite and science and technology satellite contracts due to the substantial completion of certain satellites since 2007.

Cost of Revenues — Our cost of revenues was $955.8 million in 2008, an 11% increase compared to $859.3 million in 2007. Cost of revenues includes the costs of personnel, materials, subcontractors and overhead. The increase in cost of revenues was principally due to an increased level of contract activity that was consistent with the revenue growth discussed above in the advanced space programs and launch vehicles segments, offset by a decrease in revenues in the satellites and space systems segment. Cost of revenues in the advanced space programs segment increased $104.2 million, or 70%, in 2008 compared to 2007. Cost of revenues in the launch vehicles segment increased $39.1 million, or 12%, in 2008. Cost of revenues in the satellites and space systems segment decreased $44.1 million, or 11%, in 2008.

Research and Development Expenses — Research and development expenses are comprised of product research and development activities. Our research and development expenses totaled $51.4 million, or 4% of revenues, in 2008, a $35.8 million increase compared to $15.6 million, or 2% of revenues, in 2007.

Our launch vehicles and our advanced space programs business units are jointly engaged in a major new product development program of a medium capacity rocket called Taurus II that could substantially increase the payload capacity of our space launch vehicle platforms. We are marketing the launch vehicle to U.S. Government and commercial customers. We expect that the Taurus II launch vehicle will be ready for its inaugural launch by late 2010. Approximately $37.7 million and $5.5 million of the research and development expenses in 2008 and 2007, respectively, were attributable to the Taurus II program. We believe that we will continue to incur significant research and development expenses over the next two to three years on the Taurus II development effort.

In the first quarter of 2008, we entered into an agreement with the National Aeronautics and Space Administration (“NASA”) to design, build and demonstrate a new space transportation system under a program called Commercial Orbital Transportation Services (“COTS”) that has the capability to deliver cargo and supplies to the International Space Station. Under the agreement, NASA has agreed to pay us $170 million in cash milestone payments, partially funding our project costs which are currently estimated to be approximately $210 million. We expect to complete this project in late 2010.

The COTS agreement is being accounted for as a best-efforts research and development cost-sharing arrangement. As such, the amounts funded by NASA are recognized proportionally as an offset to our COTS project research and development expenses. Through December 31, 2008, $26.0 million of costs were incurred on the COTS program, $22.6 million of which were proportionally offset by NASA funding resulting in net research and development expenses of $3.4 million recorded by us.

25

The majority of our revenues are attributable to contracts with the U.S. Government and we believe that a majority of our research and development expenses are recoverable and billable under such contracts. Charging practices relating to research and development and other costs that may be charged directly or indirectly to government contracts are subject to audit by U.S. Government agencies to determine if such costs are reasonable and allowable under government contracting regulations and accounting practices. We are currently engaged in discussions with U.S. Government agencies regarding the allowability of research and development costs incurred in connection with our Taurus II development program. We believe that such costs are allowable, although the U.S. Government has not yet made a determination. If such costs were determined to be unallowable, we could be required to record revenue and profit reductions in future periods.

In 2008, for competitive reasons, we established a self-imposed ceiling on the amount of research and development costs that we would recover under our U.S. Government contracts. Although we believe that such costs would otherwise be allowable and recoverable, in 2008, we incurred $8.5 million of research and development costs in excess of our self-imposed ceiling.

Selling, General and Administrative Expenses — Selling, general and administrative expenses were $77.2 million, or 7% of revenues, and $77.9 million, or 8% of revenues, in 2008 and 2007, respectively. Selling, general and administrative expenses include the costs of our finance, legal, administrative and general management functions, as well as bid, proposal and marketing costs. Selling, general and administrative expenses decreased slightly in 2008 as compared to 2007 due to a $4.4 million decrease in general and administrative expenses partially offset by a $3.7 million increase in bid and proposal expenses. The decrease in general and administrative expenses was primarily attributable to a reduction in professional fees related to a U.S. Government investigation that was concluded in 2008 and a reduction in expenses associated with a deferred compensation plan. The increase in bid, proposal and marketing expenses was primarily associated with contract proposal activity in pursuit of new contracts within the advanced space programs segment and the satellites and space systems segment.

In 2008, our stock-based compensation expense was $9.3 million, compared to $7.7 million in 2007, primarily related to restricted stock units granted each year since 2005. The majority of these costs are reported in selling, general and administrative expenses and the remainder are reported in cost of goods sold.

Investment Impairment Charge — We recorded impairment charges of $17.8 million in 2008 to record the reduction in value of our investments in auction-rate securities based on our assessment that it is likely that the fair value of these securities will not fully recover in the foreseeable future. These investments are discussed further in the section “Investments in Auction-Rate Securities” below.

Interest Income and Other — Interest income and other was $7.0 million in 2008 compared to $13.0 million in 2007, consisting primarily of interest income of $6.5 million and $12.8 million in 2008 and 2007, respectively, on short-term invested cash balances. The decrease in interest income in 2008 was attributable to a reduction in interest rates on our short-term cash investments.

Interest Expense - Interest expense was $4.3 million and $4.7 million in 2008 and 2007, respectively. These amounts are principally attributable to our $143.8 million of long-term debt.

Income Tax Provision — Our provision for income taxes relating to income from continuing operations was $23.8 million and $35.9 million in 2008 and 2007, respectively. The effective tax rate for 2008 was 34.4% as compared to 40.1% in 2007. The decrease in the effective tax rate in 2008 was principally due to the reversal of a $3.1 million reserve related to the effective settlement of the IRS audit discussed above. Our cash income tax payments, which primarily relate to alternative minimum

26

taxes, were approximately 4% and 3% of pretax income in 2008 and 2007, respectively, primarily due to the utilization of net operating loss carryforwards that substantially offset taxable income.

Discontinued Operations — We sold our TMS business unit in June 2008 and recognized a $24.1 million pre-tax gain, or $14.8 million after-tax. The after-tax income from operations related to TMS was $1.1 million and $3.1 million in 2008 and 2007, respectively.

Net Income — Net income was $61.3 million and $56.7 million, or $1.02 and $0.93 diluted earnings per share, in 2008 and 2007, respectively. Net income in 2008 and 2007 was comprised of $45.4 million and $53.7 million of income from continuing operations, respectively ($0.75 and $0.88 per diluted share), and $15.9 million and $3.1 million of income from discontinued operations, net of tax, respectively ($0.26 and $0.05 per diluted share).

2007 Compared With 2006

Revenues — Our consolidated revenues were $1,033.9 million in 2007, up 35% compared to 2006 due to increased revenues in all business segments. Revenues in the advanced space programs segment increased $124.1 million, or 243%, due to contract activity on the Orion program which began in late 2006. Launch vehicles segment revenues increased $84.8 million, or 27%, principally due to higher target and interceptor vehicle revenues as a result of increased contract activity on target vehicle and missile defense programs. Satellites and space systems segment revenues increased $58.9 million, or 14%, resulting from growth in the communications satellites product line mainly due to activity on new contracts.

Cost of Revenues — Our cost of revenues was $859.3 million in 2007, a 40% increase compared to $615.1 million in 2006. The increase in cost of revenues was principally due to an increased level of contract activity that was consistent with the revenue growth discussed above, primarily in the advanced space programs and launch vehicles segments. Cost of revenues in the advanced space programs segment increased $110.5 million, or 285%, in 2007 compared to 2006, primarily due to the Orion program. Cost of revenues in the launch vehicles segment increased $77.4 million, or 32%, in 2007 principally due to increased contract activity on target vehicle and missile defense programs. Cost of revenues in the space systems segment increased $55.0 million, or 16%, in 2007 principally due to contract activity on new communications satellite contracts.

Research and Development Expenses — Research and development expenses are comprised of our self-funded product research and development activities and exclude direct customer-funded development activities. Research and development expenses were $15.6 million, or 2% of revenues, and $8.6 million, or 1% of revenues, in 2007 and 2006, respectively. These expenses related primarily to the development of enhanced launch vehicles and satellites. Approximately $5.5 million of the research and development expenses in 2007 were attributable to the Taurus II development program that began in 2007.

Selling, General and Administrative Expenses — Selling, general and administrative expenses were $77.9 million, or 8% of revenues, and $77.1 million, or 10% of revenues, in 2007 and 2006, respectively. Selling, general and administrative expenses include the costs of our finance, legal, administrative and general management functions, as well as bid, proposal and marketing costs. Selling, general and administrative expenses increased marginally in 2007 compared to 2006, whereas revenues increased significantly during these periods. In 2007, selling, general and administrative expenses included higher business segment general and administrative expenses and higher personnel costs compared to 2006, partially offset by a reduction in professional fees. Bid, proposal and marketing expenses remained relatively constant in 2007 and 2006, largely due to certain major contract proposal activities in both years.

27

In 2007, our stock-based compensation expense was $7.7 million, compared to $8.0 million in 2006, primarily related to restricted stock units granted each year since 2005. The majority of these costs are reported in selling, general and administrative expenses and the remainder are reported in cost of goods sold.

Interest Income and Other — Interest income and other was $13.0 million in 2007, compared to $13.4 million in 2006, consisting primarily of interest income of $12.8 million and $11.7 million in 2007 and 2006, respectively, on short-term invested cash balances. Other income in 2006 included a $1.6 million gain from the liquidation of an investment.

Interest Expense — Interest expense was $4.7 million and $12.2 million in 2007 and 2006, respectively. The decline in interest expense was due to a lower interest rate on our long-term debt as a result of our December 2006 refinancing transaction related to our convertible notes, which is discussed below in “Liquidity and Capital Resources.”

Debt Extinguishment Expense — During 2006, we recorded $10.4 million of debt extinguishment expenses associated with the repurchase of substantially all of our 9% senior notes as further described in “Liquidity and Capital Resources.” The debt extinguishment expenses consisted of $2.5 million in accelerated amortization of debt issuance costs and $7.9 million in prepayment premiums and other expenses.

Income Tax Provision — Our provision for income taxes relating to income from continuing operations was $35.9 million and $22.5 million in 2007 and 2006, respectively. The effective income tax rate was 40.1% and 40.9% in 2007 and 2006, respectively. The decrease in the effective tax rate was primarily due to lower effective state tax rates in 2007. Our cash income tax payments, which primarily relate to alternative minimum taxes, were approximately 3% of pretax income in both 2007 and 2006, primarily due to the utilization of net operating loss carryforwards that substantially offset taxable income.

Discontinued Operations — The after-tax income from operations for the TMS business was $3.1 and $2.5 million in 2007 and 2006, respectively.

Net Income — Net income was $56.7 million and $35.1 million, or $0.93 and $0.56 diluted earnings per share in 2007 and 2006, respectively. Net income in 2007 and 2006 was comprised of $53.7 million and $32.6 million of income from continuing operations, respectively ($0.88 and $0.52 diluted net income from continuing operations per share, respectively), as well as $3.1 million and $2.5 million of income from discontinued operations ($0.05 and $0.04 diluted income from discontinued operations), net of tax, in 2007 and 2006, respectively.

28

Segment Results

Our products and services are grouped into three reportable business segments: (i) launch vehicles; (ii) satellites and space systems; and (iii) advanced space programs. The operating results of TMS have been reclassified and reported as discontinued operations for all periods presented; accordingly, TMS is no longer reported as a reportable segment. Corporate office transactions that have not been attributed to a particular segment, as well as consolidating eliminations and adjustments, are reported in corporate and other.

The following table summarizes revenues and income from operations for our reportable business segments and corporate and other (in thousands):

	Years Ended December 31,
Revenues	2008			2007			2006
Launch Vehicles	$	454,278		$	395,329		$	310,578
Satellites and Space Systems		422,274			466,699			407,827
Advanced Space Programs		298,050			175,121			51,038
Corporate and Other		(5,967	)		(3,209	)		(4,298	)
Total	$	1,168,635		$	1,033,940		$	765,145
Income (Loss) from Operations
Launch Vehicles	$	33,603		$	39,455		$	34,013
Satellites and Space Systems		32,166			30,689			27,671
Advanced Space Programs		19,068			12,415			4,263
Corporate and Other(1)		(555	)		(1,335	)		(1,627	)
Total	$	84,282		$	81,224		$	64,320

⁽¹⁾ Corporate and other operating income consists primarily of corporate general and administrative expenses allocated to the TMS business unit which we sold in 2008.

2008 Compared With 2007

Launch Vehicles — Launch vehicles segment revenues grew $58.9 million, or 15%, primarily due to increased activity on missile defense and space launch vehicle contracts. Pursuant to a contract with The Boeing Company, we are the sole supplier of operational and test interceptor boosters for the U.S. Missile Defense Agency’s (“MDA”) Ground-based Midcourse Defense (“GMD”) program, for which our interceptor booster, a modified version of our Pegasus rocket, is being used as a major operational element in the U.S. national missile defense system. We are also developing a boost vehicle for MDA’s Kinetic Energy Interceptor (“KEI”) program. Interceptor launch vehicle contracts accounted for approximately 52% of total launch vehicles segment revenues in both 2008 and 2007. Revenues from interceptor launch vehicle contracts increased $34.4 million primarily due to increased activity on the GMD program. Revenues from space launch vehicle programs increased $26.9 million primarily as a result of higher activity levels on the Minotaur and Taurus programs. Revenues in our target launch vehicle programs decreased $1.9 million, primarily as a result of decreased activity on our Coyote supersonic ramjet vehicle contract for the U.S. Navy. This decrease was partially offset by increased design and production activity on our ballistic missile target programs that support missile defense systems testing.

Operating income in the launch vehicles segment decreased $5.9 million, or 15%, due to unrecovered Taurus II research and development expenses, cost increases on certain space launch vehicle contracts

29

and a profit adjustment related to a launch failure discussed below. These factors were partially offset by operating income generated by increased activity on missile defense contracts. In 2008, for competitive reasons, we established a self-imposed ceiling on the amount of research and development costs that we would recover under our U.S. Government contracts. Although we believe that such costs would otherwise be allowable and recoverable, in 2008, we incurred $8.5 million of research and development costs in excess of our self-imposed ceiling. Also in 2008, we recorded a $4.0 million favorable profit adjustment as a result of the recovery of costs incurred in connection with the closure of a U.S. Government investigation. Profit from interceptor launch vehicle programs accounted for 85% and 63% of total segment operating income in 2008 and 2007, respectively.

On February 24, 2009, our Taurus XL rocket, which was carrying the Orbiting Carbon Observatory satellite that we had built for NASA experienced a launch failure and the satellite was destroyed. As a result of the launch failure, we will not receive a $5.3 million mission success incentive that we had expected to earn and we will incur unanticipated costs to investigate the cause of the incident. As a result, in the fourth quarter of 2008 we recorded a $5.6 million adjustment to reduce revenue and operating profit on the Taurus contract. We believe that we will recover the $5.3 million mission success incentive under an existing insurance policy and that such proceeds will be recorded in “other income” in 2009.

The segment’s operating margin (as a percentage of revenues) was 7.4% in 2008, compared to 10.0% in 2007. The decrease in margin was largely due to the impact of the unrecovered research and development expenses and the profit adjustment associated with the Taurus launch failure, partially offset by the $4.0 million favorable profit adjustment recorded in connection with the closure of the U.S Government investigation mentioned above. In addition, the profit margin in 2008 was reduced by the impact of approximately $1.0 million of cost increases related to launch delays of certain space launch vehicle programs.

Satellites and Space Systems — Satellites and space systems segment revenues declined $44.4 million, or 10%, primarily due to decreased activity on communications satellite and science and technology satellite contracts due to the substantial completion of certain satellites since 2007. Revenues from science and technology contracts decreased $38.0 million and communications satellite revenues decreased $5.9 million. Communications satellite program revenues accounted for 75% and 69% of total segment revenues in 2008 and 2007, respectively.

Operating income in the satellites and space systems segment increased $1.5 million, or 5%, despite a decrease in segment revenues, primarily due to profit growth from communications satellite contracts and our receipt of a $1.1 million incentive on a completed technology satellite contract in 2008. Communications satellites operating income accounted for 70% and 64% of total segment operating income in 2008 and 2007, respectively. Operating profit from communications satellites increased approximately $2.7 million in 2008 in spite of lower revenues as a result of improved cost controls and improved program performance in 2008.

This segment’s operating margin (as a percentage of revenues) increased to 7.6% in 2008, compared to 6.6% in 2007. The margin improvement was primarily due to improved contract performance in 2008 on communications satellite contracts in addition to the impact of the receipt of the $1.1 million incentive mentioned above.

Advanced Space Programs — Advanced space programs segment revenues grew $122.9 million, or 70%, primarily due to increased activity in 2008 on national security satellite programs and the Orion human spacecraft program for NASA. The Orion program accounted for 69% and 84% of total segment revenues in 2008 and 2007, respectively. Revenues from national security satellite programs were approximately $91.5 million in 2008, an increase of more than 200% over 2007, due to activity on several new contracts that began in 2008 and in late 2007.

30

Operating income in the advanced space programs segment increased $6.7 million, or 54%, due to increased activity on the Orion contract and national security satellite contracts. The percentage increase in operating income was somewhat lower than the increase in revenues due to the impact of a favorable profit adjustment in 2007 pertaining to the receipt of a final award fee on a completed satellite contract.

This segment’s operating margin (as a percentage of revenues) was 6.4% in 2008, compared to 7.1% in 2007. This decrease in operating margin was primarily due to the impact of the profit adjustment in 2007 mentioned above.

Corporate and Other — Corporate and other revenues were comprised solely of the elimination of intercompany revenues. Corporate and other operating losses in 2008 and 2007 were comprised solely of corporate general and administrative expenses allocated to the TMS business unit that was sold in 2008.

2007 Compared With 2006

Launch Vehicles — Launch vehicles segment revenues increased $84.8 million, or 27%, due to revenue increases in all three of the segment’s major product lines. Interceptor launch vehicles contracts accounted for 52% and 58% of total launch vehicles segment revenues in 2007 and 2006, respectively. Revenues from interceptor launch vehicles increased $27.4 million primarily due to a ramp-up of the development efforts on a demonstration vehicle test scheduled for late 2008 on the KEI program, complemented by a marginal increase in GMD program activity. Revenues increased $56.5 million from target launch vehicles resulting primarily from increased design and production activity on our ballistic missile target programs that support missile defense systems testing and on our Coyote supersonic ramjet vehicle program for the U.S. Navy. Space launch vehicle revenues increased marginally due to higher levels of activity on Taurus programs, partially offset by a reduction in Pegasus and Minotaur program activity.

Operating income in the launch vehicles segment increased $5.4 million, or 16%, due to operating profit increases in the interceptor and target launch vehicles product lines, partially offset by a decrease in the space launch vehicles product line operating profit. Interceptor launch vehicles operating income increased primarily due to the increase in the KEI program due to increased program activity. Profit from interceptor launch vehicles programs accounted for 63% and 61% of total segment operating income in 2007 and 2006, respectively. Operating income from target launch vehicles increased significantly in line with the revenue growth from our ballistic missile target programs and our Coyote supersonic ramjet vehicle program. Operating income from space launch vehicles decreased primarily due to lower Pegasus program activity and an unfavorable profit adjustment on a Pegasus contract due to cost growth in 2007, partially offset by higher Taurus income consistent with higher program activity during 2007.

This segment’s operating margin (as a percentage of revenues) was 10.0% in 2007, compared to 11.0% in 2006. The margin decline was due to growth in the target launch vehicles product line, which had a lower-than-average margin for the segment, and due to lower margins in the space launch vehicles product line resulting from the unfavorable profit adjustment mentioned above.

Satellites and Space Systems — Satellites and space systems segment revenues increased $58.9 million, or 14%, principally due to significant growth in communications satellite revenues partially offset by a reduction in science and technology satellite revenues. Communications satellite contracts accounted for 69% and 60% of total segment revenues in 2007 and 2006, respectively. Revenues from science and technology satellite contracts declined largely due to the substantial completion of certain programs in 2007.

Operating income in the satellites and space systems segment increased $3.0 million, or 11%, primarily due to the growth in the communications satellites product line contract activity in 2007. This

31

increase was partially offset by lower operating income from science and technology satellites due to the decline in program activity mentioned above in addition to an unfavorable profit adjustment resulting from cost growth on a contract. Communications satellites operating income accounted for 64% and 44% of total segment operating income in 2007 and 2006, respectively. The increase in communications satellites operating income was attributable to the substantial growth in program activity as well as a profit margin improvement in 2007.

This segment’s operating margin (as a percentage of revenues) was 6.6% in 2007, compared to 6.8% in 2006. The margin decline was primarily due to a lower operating margin in our science and technology satellites product line that included the unfavorable profit adjustment discussed previously, offset partially by an improved operating margin in 2007 in our communications satellites product line.

Advanced Space Programs — Advanced space programs segment revenues increased $124.1 million, or 243%, primarily due to increased contract activity on the Orion human spacecraft program for NASA which began in late 2006. The increase in Orion program revenues was partially offset by a reduction in revenue resulting from the completion of an advanced satellite contract early in 2007.

Operating income in the advanced space programs segment increased $8.2 million, or 191%, primarily due to the increase in contract activity on the Orion program.

This segment’s operating margin (as a percentage of revenues) was 7.1% in 2007, compared to 8.4% in 2006. The decrease in operating margin was primarily due to contract cost adjustments and a revised profit assessment in 2007 on the Orion program.

Corporate and Other — Corporate and other revenues were comprised solely of the elimination of intercompany revenues. Corporate and other operating losses in 2007 and the majority of such losses in 2006 were comprised of corporate general and administrative expenses allocated to the TMS business unit.

Liquidity and Capital Resources

Cash Flow from Operating Activities

Cash flow from operating activities in 2008 was $108.8 million, as compared to $100.4 million in 2007. The increase in cash flow from operating activities was primarily due to an increase in cash flow related to changes in assets and liabilities partially offset by a reduction in pretax income. Pretax income from continuing operations, after adjusting for a $17.8 million non-cash impairment charge, was $2.6 million lower in 2008 as compared to 2007. Changes in assets and liabilities provided $11.2 million more operating cash than in 2007, attributable mainly to a $45.5 million increase in accounts payable and accrued expenses offset by increases of $21.2 million in accounts receivable and $13.2 million in inventories. The increases in receivables, inventory and payables resulted from growth in contract activity and related revenues and costs in 2008. Our cash income tax payments, which primarily relate to alternative minimum taxes, were $3.0 million and $2.4 million in 2008 and 2007, respectively. Our cash income tax payments were significantly less than our income tax provision primarily due to the utilization of net operating loss carryforwards that substantially offset taxable income.

Cash flow from operating activities in 2007 remained constant compared to 2006, primarily due to an increase in deferred revenues in 2006 that did not recur in 2007. Cash from operations in 2007 included an $8.3 million net reduction in cash due to changes in assets and liabilities, primarily due to an $18.3 million increase in receivables, partially offset by an $8.8 million increase in accounts payable and accrued expenses. The increase in receivables and payables was due to the growth in contract activity and related revenues and costs in 2007.

32

Cash Flow from Investing Activities

We generated $17.3 million of net cash from investing activities in 2008. During 2008, we received net cash proceeds of $41.6 million from the sale of the TMS business unit. In 2008 our capital expenditures totaled $26.6 million. Capital expenditures increased $8.1 million in 2008 as compared to 2007 due to infrastructure cost required to support the growth in business.

We used $47.0 million of net cash for investing activities in 2007. This was composed of capital expenditures of $18.5 million and net purchases of investments of $34.5 million. These investments are discussed further below in the section “Investments in Auction-Rate Securities.”

We used $20.1 million of net cash for investing activities in 2006, which was primarily attributable to capital expenditures of $22.0 million.

Cash Flow from Financing Activities

Net cash flow used in financing activities was $33.6 million in 2008, $17.3 million in 2007 and $39.5 million in 2006.

We repurchased and retired a total of 2.5 million, 1.6 million and 3.7 million shares of our common stock at a cost of $49.5 million, $33.4 million and $66.2 million in 2008, 2007 and 2006, respectively. The 2006 share repurchase included the repurchase of 2.7 million shares in connection with a debt refinancing transaction discussed below.

During 2008, 2007 and 2006, we received $11.3 million, $11.9 million and $16.4 million, respectively, from the issuance of common stock in connection with stock option exercises and employee stock plan purchases.

In December 2006 we issued $143.8 million of convertible notes payable as discussed in more detail below. We used the net proceeds from the issuance of these notes, together with available cash, to repurchase $125.9 million of our 9% senior notes due 2011 for $133.8 million and to repurchase and retire 2.7 million outstanding shares of our common stock for $50.0 million. Debt issuance costs incurred in connection with the convertible notes were $3.4 million, which is being amortized to interest expense over seven years.

Convertible Notes — On December 13, 2006, we issued $143.8 million of 2.4375% convertible senior subordinated notes due 2027 with interest payable semi-annually each January 15 and July 15. The convertible notes are convertible into cash, or a combination of cash and common stock at our election, based on an initial conversion rate of 40.8513 shares of our common stock per $1,000 in principal amount of the convertible notes (equivalent to an initial conversion price of approximately $24.48 per share) under certain circumstances.

At any time on or after January 21, 2014, the convertible notes are subject to redemption at our option, in whole or in part, for cash equal to 100% of the principal amount of the convertible notes, plus unpaid interest, if any, accrued to the redemption date.

Holders of the convertible notes may require us to repurchase the convertible notes, in whole or in part, on January 15, 2014, January 15, 2017 or January 15, 2022, or, if a “fundamental change” (as such term is defined in the indenture governing the convertible notes) occurs, for cash equal to 100% of the principal amount of the convertible notes, plus any unpaid interest, if any, accrued to the redemption date.

Credit Facility — In August 2007, we entered into a five-year $100 million revolving secured credit facility (the “Credit Facility”), with the option to increase the amount of the Credit Facility up to $175 million to the extent that any one or more lenders commit to be a lender for such additional

33

amount. Loans under the Credit Facility bear interest at LIBOR plus a margin ranging from 0.75% to 1.25%, with the applicable margin varying according to our total leverage ratio, or at our election, at a prime rate. The Credit Facility is secured by substantially all of our assets. Up to $75 million of the Credit Facility may be reserved for letters of credit. As of December 31, 2008, there were no borrowings under the Credit Facility, although $13.1 million of letters of credit were issued under the Credit Facility. Accordingly, as of December 31, 2008, $86.9 million of the Credit Facility was available for borrowings.

Debt Covenants — Our Credit Facility contains covenants limiting our ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase our stock, enter into transactions with affiliates, make investments, merge or consolidate with others or dispose of assets. In addition, the Credit Facility contains financial covenants with respect to leverage and interest coverage. As of December 31, 2008, we were in compliance with all of these covenants.

Investments in Auction-Rate Securities

As of December 31, 2008 and 2007, we held seven auction-rate securities which are classified as available for sale securities and non-current assets on our balance sheet. These securities had an initial cost basis of $34.5 million. Contractual maturities for certain of these auction-rate securities are 16 years or greater and the remaining securities have no fixed maturity. Auction-rate securities are normally structured to provide liquidity through an auction process that resets the applicable interest rate at predetermined calendar intervals. This mechanism allows existing investors either to roll over or liquidate their holdings by selling such securities at par. Since the third quarter of 2007 and through December 31, 2008, the auctions, which occur approximately every 28 days for the auction-rate securities held by us, have not had sufficient buyers to cover investors’ sell orders, resulting in unsuccessful auctions. These unsuccessful auctions resulted in a resetting of the interest rate paid on the securities until the next auction date, at which time the process repeated.

We estimated that the fair market value of these auction-rate securities at December 31, 2008 and 2007 was $16.7 million and $28.0 million, respectively. We have estimated the fair value of these securities using a discounted cash flow analysis which considered the following key inputs: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions and the relevant risk associated with each security; and (iii) the time horizon that the market value of each security could return to its cost and be sold. The discount rates used in the present value calculations are based on yields on U.S. Treasury securities with similar time horizons plus interest rate risk premiums that are intended to compensate for general market risk and the risk specific to each security. The risk premiums are based upon current credit default swap pricing market data for similar or related securities or credit spreads for corporate bonds with similar credit ratings. Under SFAS No. 157, such valuation assumptions are defined as Level 3 inputs.

In 2008, we recorded other-than-temporary impairment charges of $17.8 million, pertaining to all of the auction-rate securities. We determined to record these other-than-temporary impairment charges based on our assessment that it is likely that the fair value of the auction-rate securities will not fully recover in the foreseeable future, given the duration, severity and continuing declining trend of the fair values of these securities, as well as the uncertain financial condition and near-term prospects of the securities’ issuers. In 2007 we had recorded temporary impairment charges totaling $6.5 million. These temporary impairment charges were reversed in 2008 as a result of updating our impairment assessment.

At this time it is uncertain if or when the liquidity issues relating to these investments will improve, and there can be no assurance that the market rate for auction-rate securities will stabilize. The fair

34

value of the auction-rate securities could change significantly in the future and we may be required to record additional temporary or other-than-temporary impairment charges if there are further reductions in fair value in future periods.

Available Cash and Future Funding

At December 31, 2008, we had $328.3 million of unrestricted cash and cash equivalents. Management currently believes that available cash, cash expected to be generated from operations and borrowing capacity under our Credit Facility will be sufficient to fund our operating and capital expenditure requirements, including research and development expenditures, over the next twelve months. However, there can be no assurance that this will be the case. We believe that we will continue to incur significant research and development costs as well as capital expenditures over the next two to three years on the Taurus II development effort. Our ability to borrow additional funds is limited by the terms of our Credit Facility. Additionally, significant unforeseen events such as termination of major orders or late delivery or failure of launch vehicle or satellite products could adversely affect our liquidity and results of operations.

In April 2008, our Board of Directors authorized a plan for the purchase of up to $50 million of outstanding common stock over a 12-month period commencing April 25, 2008. We repurchased 2.5 million shares of our common stock for $49.5 million during 2008 under the current repurchase program and predecessor program. We may purchase up to an additional $12.3 million of our common stock through April 2009 under the current program.

Aggregate Contractual Obligations

The following summarizes our contractual obligations at December 31, 2008, and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in millions):

	Payments Due by Period
			Less than						More than
	Total		1 Year		1 to 3 Years		3 to 5 Years		5 Years
Long-term debt	$	143.8	$	—	$	—	$	—	$	143.8
Interest on long-term debt		63.2		3.5		7.0		7.0		45.7
Operating leases(1)		145.2		17.7		37.7		34.5		55.3
Purchase obligations(2)		291.6		278.3		13.3		—		—
Total	$	643.8	$	299.5	$	58.0	$	41.5	$	244.8

(1)	Our obligations under operating leases consist of minimum rental commitments under non-cancelable operating leases primarily for office space and equipment.
(2)	Purchase obligations consist of open purchase orders that we issued to acquire materials, parts or services in future periods.

Occasionally, certain contracts require us to post letters of credit supporting our performance obligations under the contracts. We had $13.1 million of letters of credit outstanding at December 31, 2008, all of which were issued under the Credit Facility.

Off-Balance Sheet Arrangements

The conversion feature of our convertible notes is considered to be an off-balance sheet arrangement. We do not have any material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

35

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations.” SFAS No. 141R significantly changes the accounting for business combinations in a number of areas, including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, restructuring costs and income taxes. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008. We do not expect that adoption of this standard will have a material impact on our financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51.” SFAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. We do not expect that adoption of this standard will have a material impact on our financial statements.

In May 2008, the FASB issued FASB Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies that certain convertible debt instruments should be recorded by separately accounting for the liability and equity components of those instruments by allocating the proceeds from issuance of the instrument between the liability component and the equity component. The FSP is effective for fiscal years beginning after December 15, 2008 and is required to be applied retrospectively. We have determined that the FSP will apply to our $143.8 million of convertible notes (see Note 7). We are in the process of further evaluating the financial impact that the adoption of the FSP will have on our financial statements; however, on a preliminary basis we believe that 2008 and 2009 diluted earnings per share would be reduced by approximately $0.05 per share as a result of non-cash interest expense recorded in connection with the adoption of the FSP.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We believe that our market risk exposure is primarily related to changes in foreign currency exchange rates, interest rate risk and the market value of certain investments that we hold. We manage these market risks through our normal financing and operating activities and, when appropriate, through the use of derivative financial instruments. We do not enter into derivatives for trading or other speculative purposes, nor do we use leveraged financial instruments.

Uncertainties in the Credit Markets

As discussed in Note 8 to the accompanying financial statements, we currently hold investments in auction-rate securities with a cost basis of $34.5 million that have experienced a decline in fair value to $16.7 million as of December 31, 2008. As a result of liquidity issues in the global credit and capital markets, we may be required to record additional impairment charges if there are further reductions in the fair value of these investments in future periods.

Foreign Currency Exchange Rate Risk

We believe that the potential change in foreign currency exchange rates is not a substantial risk to us because the large majority of our business transactions are denominated in U.S. dollars. At December 31, 2008, we had $2.8 million of receivables denominated in Japanese yen.

From time to time, we enter into forward exchange contracts to hedge against foreign currency fluctuations on receivables or expected payments denominated in foreign currency. At December 31, 2008, we had no foreign currency forward exchange contracts.

36

Interest Rate Risk

We are exposed to changes in interest rates in the normal course of our business operations as a result of our ongoing investing and financing activities, which include debt as well as cash and cash equivalents. As of December 31, 2008, we had $143.8 million of convertible senior subordinated notes with a fixed interest rate of 2.4375%. Generally, the fair market value of our fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of our convertible notes is affected by our stock price. The total estimated fair value of our convertible debt at December 31, 2008 was $133.2 million. The fair value was determined based upon market prices quoted by a broker-dealer.

Our exposure to market risk related to interest rate fluctuations for cash and cash equivalents is not significant. A hypothetical 100 basis point change in interest rates would result in an annual change of approximately $3 million in interest income earned.

We assess our interest rate risks on a regular basis and do not currently use financial instruments to mitigate these risks.

Deferred Compensation Plan

We have an unfunded deferred compensation plan for senior managers and executive officers with a total liability balance of $6.8 million at December 31, 2008. This liability is subject to fluctuation based upon the market value of the investment options selected by participants.

37

Item 8.   Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

	Page
Report of Independent Registered Public Accounting Firm		39
Consolidated Income Statements		41
Consolidated Balance Sheets		42
Consolidated Statements of Stockholders’ Equity		43
Consolidated Statements of Cash Flows		44
Notes to Consolidated Financial Statements		45
Schedule II — Valuation and Qualifying Accounts		66

38

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Orbital Sciences Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Orbital Sciences Corporation and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

39

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

McLean, Virginia

March 2, 2009

40

ORBITAL SCIENCES CORPORATION

CONSOLIDATED INCOME STATEMENTS

(In thousands, except per share data)

	Years Ended December 31,
	2008			2007			2006
Revenues	$	1,168,635		$	1,033,940		$	765,145
Cost of revenues		955,754			859,294			615,060
Research and development expenses		51,406			15,565			8,640
Selling, general and administrative expenses		77,193			77,857			77,125
Income from operations		84,282			81,224			64,320
Investment impairment charge		(17,800	)		—			—
Interest income and other		6,982			12,976			13,405
Interest expense		(4,333	)		(4,685	)		(12,245	)
Debt extinguishment expense		—			—			(10,388	)
Income from continuing operations before income taxes		69,131			89,515			55,092
Income tax provision		(23,781	)		(35,852	)		(22,528	)
Income from continuing operations		45,350			53,663			32,564
Discontinued operations, net of taxes:
Income from operations		1,118			3,075			2,511
Gain on sale of business		14,800			—			—
Income from discontinued operations, net of taxes		15,918			3,075			2,511
Net income	$	61,268		$	56,738		$	35,075
Basic income per share:
Income from continuing operations	$	0.77		$	0.91		$	0.56
Income from discontinued operations		0.27			0.05			0.04
Net income		1.05			0.96			0.60
Diluted income per share:
Income from continuing operations	$	0.75		$	0.88		$	0.52
Income from discontinued operations		0.26			0.05			0.04
Net income		1.02			0.93			0.56

See accompanying notes to consolidated financial statements.

41

ORBITAL SCIENCES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	December 31,
	2008			2007
				(See Note 2)
ASSETS
Current assets:
Cash and cash equivalents	$	328,307		$	235,822
Receivables, net		203,111			183,507
Inventories, net		33,434			26,549
Deferred income taxes, net		35,368			40,801
Other current assets		8,951			5,508
Total current assets		609,171			492,187
Investments		16,700			28,000
Property, plant and equipment, net		104,880			95,713
Goodwill		55,551			55,551
Deferred income taxes, net		73,851			94,561
Other non-current assets		5,033			9,456
Total assets	$	865,186		$	775,468
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	35,451		$	18,648
Accrued expenses		144,207			113,157
Deferred revenues and customer advances		80,059			79,339
Total current liabilities		259,717			211,144
Long-term obligations		143,750			143,750
Other non-current liabilities		5,700			325
Total liabilities		409,167			355,219
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, par value $.01; 10,000,000 shares authorized, none outstanding		—			—
Common Stock, par value $.01; 200,000,000 shares authorized, 57,499,260 and 58,753,536 shares outstanding, respectively		575			587
Additional paid-in capital		525,027			554,451
Accumulated other comprehensive loss		(2,813	)		(6,751	)
Accumulated deficit		(66,770	)		(128,038	)
Total stockholders’ equity		456,019			420,249
Total liabilities and stockholders’ equity	$	865,186		$	775,468

See accompanying notes to consolidated financial statements.

42

ORBITAL SCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

										Accumulated
										Other
							Additional			Comprehensive
	Common Stock						Paid-In			Income			Accumulated
	Shares			Amount			Capital			(Loss)			Deficit			Total
Balance, December 31, 2005		55,032		$	550		$	604,812		$	—		$	(207,001	)	$	398,361
Prior period adjustment (see Note 2)														(12,850	)		(12,850	)
Balance, December 31, 2005, as restated		55,032			550			604,812			—			(219,851	)		385,511
Shares issued to employees, officers and directors		2,144			21			16,735									16,756
Warrants exercised		5,475			55			(55	)								—
Repurchases of common stock		(3,736	)		(37	)		(66,175	)								(66,212	)
Stock-based compensation, net								7,729									7,729
Tax benefit of stock-based compensation, net								3,841									3,841
Comprehensive income (loss):
Net income														35,075			35,075
Comprehensive income																	35,075
Balance, December 31, 2006		58,915			589			566,887			—			(184,776	)		382,700
Shares issued to employees, officers and directors		1,403			14			11,844									11,858
Repurchases of common stock		(1,564	)		(16	)		(33,395	)								(33,411	)
Stock-based compensation, net								4,287									4,287
Tax benefit of stock-based compensation, net								4,828									4,828
Comprehensive income (loss):
Net income														56,738			56,738
Unrealized loss on investments											(6,500	)					(6,500	)
Defined benefit plans, net of tax											(251	)					(251	)
Comprehensive income																	49,987
Balance, December 31, 2007		58,754			587			554,451			(6,751	)		(128,038	)		420,249
Shares issued to employees, officers and directors		1,281			13			11,258									11,271
Repurchases of common stock		(2,536	)		(25	)		(49,442	)								(49,467	)
Stock-based compensation, net								4,788									4,788
Tax benefit of stock-based compensation, net								3,972									3,972
Comprehensive income (loss):
Net income														61,268			61,268
Reversal of unrealized loss on investments											6,500						6,500
Defined benefit plans, net of tax											(2,562	)					(2,562	)
Comprehensive income																	65,206
Balance, December 31, 2008		57,499		$	575		$	525,027		$	(2,813	)	$	(66,770	)		456,019

See accompanying notes to consolidated financial statements.

43

ORBITAL SCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2008			2007			2006
Operating Activities:
Net income	$	61,268		$	56,738		$	35,075
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of business, net of tax		(14,800	)		—			—
Investment impairment charge		17,800			—			—
Depreciation expense		18,769			17,007			15,087
Deferred income taxes		17,819			29,921			19,222
Amortization of debt costs		637			770			616
Debt extinguishment expense		—			—			10,388
Stock-based compensation and other		4,440			4,287			5,295
Changes in assets and liabilities:
Receivables		(39,491	)		(18,272	)		(34,599	)
Inventories		(9,738	)		3,504			(11,047	)
Other assets		(4,002	)		(291	)		473
Accounts payable and accrued expenses		54,314			8,782			8,648
Deferred revenue and customer advances		1,717			(2,365	)		51,423
Other liabilities		90			325			(87	)
Net cash provided by operating activities		108,823			100,406			100,494
Investing Activities:
Capital expenditures		(26,552	)		(18,479	)		(22,035	)
Net proceeds from sale of business		41,612			—			—
Net proceeds from sale of property		2,193			—			—
Purchases of investments		—			(256,205	)		(99,000	)
Sales of investments		—			221,705			99,000
Proceeds from liquidation of investment		—			—			1,648
Decrease in cash restricted for letters of credit, net		—			5,984			310
Net cash provided by (used in) investing activities		17,253			(46,995	)		(20,077	)
Financing Activities:
Principal payments on long-term obligations		—			(551	)		(133,830	)
Net proceeds from issuance of long-term obligations		—			—			140,371
Repurchase of common stock		(49,464	)		(33,411	)		(66,212	)
Net proceeds from issuance of common stock		11,273			11,858			16,390
Tax benefit of stock-based compensation		4,600			5,436			3,841
Debt issuance costs and other		—			(672	)		(75	)
Net cash used in financing activities		(33,591	)		(17,340	)		(39,515	)
Net increase in cash and cash equivalents		92,485			36,071			40,902
Cash and cash equivalents, beginning of year		235,822			199,751			158,849
Cash and cash equivalents, end of year	$	328,307		$	235,822		$	199,751

See accompanying notes to consolidated financial statements.

44

ORBITAL SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Business and Summary of Significant Accounting Policies

Business Operations

Orbital Sciences Corporation (together with its subsidiaries, “Orbital” or the “company”), a Delaware corporation, develops and manufactures small- and medium-class rockets and space systems for commercial, military and civil government customers.

Principles of Consolidation

The consolidated financial statements include the accounts of Orbital and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions, including estimates of future contract costs and earnings. Such estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and earnings during the current reporting period. Management periodically assesses and evaluates the adequacy and/or deficiency of estimated liabilities recorded for various reserves, liabilities, contract risks and uncertainties. Actual results could differ from these estimates.

Certain reclassifications have been made to the 2007 and 2006 financial statements to conform to the 2008 financial statement presentation. All financial amounts are stated in U.S. dollars unless otherwise indicated.

Revenue Recognition

Orbital’s revenue is derived primarily from long-term contracts. Revenues on long-term contracts are recognized using the percentage-of-completion method of accounting. Such revenues are recorded based on the percentage that costs incurred to date bear to the most recent estimates of total costs to complete each contract. Estimating future costs and, therefore, revenues and profits, is a process requiring a high degree of management judgment, including management’s assumptions regarding future operations of Orbital as well as general economic conditions. In the event of a change in total estimated contract cost or profit, the cumulative effect of such change is recorded in the period the change in estimate occurs. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and the company’s profitability from a particular contract may be adversely affected to the extent that estimated cost to complete or incentive or award fee estimates are revised, delivery schedules are delayed or progress under a contract is otherwise impeded. Accordingly, the company’s recorded revenues and profits from period to period can fluctuate significantly.

In the event cost estimates indicate a loss on a contract, the total amount of such loss, excluding general and administrative expenses, is recorded in the period in which the loss is first estimated.

Many of the company’s contracts include provisions for increased or decreased revenue and profit based on performance against established targets. Incentive and award fees are included in estimated contract revenue at the time the amounts can be reasonably determined and are reasonably assured based upon historical experience and other objective criteria. If performance under such contracts were to

45

differ from previous assumptions, current period revenues and profits would be adjusted and could fluctuate significantly.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Major improvements are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operations. Depreciation expense is determined using the straight-line method based on the following useful lives:

Buildings	20 years
Machinery, equipment and software	3 to 12 years
Leasehold improvements	Shorter of estimated useful life or lease term

Recoverability of Long-Lived Assets

Orbital’s policy is to evaluate its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When an evaluation indicates that an asset impairment has occurred, a loss is recognized and the asset is adjusted to its estimated fair value. Given the inherent technical and commercial risks within the aerospace industry and the special purpose use of certain of the company’s assets, future impairment charges could be required if the company were to change its current expectation that it will recover the carrying amount of its long-lived assets from future operations.

Income Taxes

Orbital accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The company records valuation allowances to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances.

Earnings per Share

Basic earnings per share are calculated using the weighted-average number of common shares outstanding during the periods. Diluted earnings per share include the weighted-average effect of all dilutive securities outstanding during the periods.

46

The following table presents the shares used in computing basic and diluted earnings per share (in thousands):

	Years Ended December 31,
	2008		2007		2006
Basic weighted-average shares outstanding		58,569		59,164		58,118
Dilutive effect of:
Stock options		1,156		1,362		1,690
Warrants		—		—		2,559
Restricted stock units		409		409		260
Diluted weighted-average shares outstanding		60,134		60,935		62,627

In 2008, 2007 and 2006, diluted weighted-average shares outstanding excluded the effect of 0.1 million, 0.4 million and 0.6 million, respectively, of stock options that were anti-dilutive. In 2008, 2007 and 2006, diluted weighted-average shares outstanding also excluded the effect of the company’s $143.8 million of 2.4375% convertible senior subordinated notes that were anti-dilutive (see Note 7).

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term, highly liquid investments with maturities of 90 days or less.

Inventories

Inventory is stated at the lower of cost or estimated market value. Cost is determined on an average cost or specific identification basis. Estimated market value is determined based on assumptions about future demand and market conditions. If actual market conditions were less favorable than those previously projected by management, inventory write-downs could be required.

Investments

The company accounts for its investments in auction-rate securities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” These investments are classified as available-for-sale securities at the time of purchase and the company re-evaluates such designation as of each balance sheet date.

The company’s investments in auction-rate securities are reported at fair value. The company evaluates its investments periodically for possible other-than-temporary impairment by reviewing factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and the company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery of market value. The company records an impairment expense to the extent that the carrying value exceeds the estimated fair market value of the securities held and the decline in value is determined to be other-than-temporary. Temporary changes in fair value are included in accumulated other comprehensive income (loss), a component of stockholders’ equity.

Self-Constructed Assets

The company self-constructs some of its ground and airborne support and special test equipment utilized in the manufacture, production and delivery of some of its products. Orbital capitalizes direct costs incurred in constructing such equipment and certain allocated indirect costs. The company also

47

capitalizes certain costs incurred in connection with internally-developed software. These capitalized costs generally include direct software coding costs and certain allocated indirect costs.

Goodwill

Goodwill is comprised of costs in excess of fair values assigned to the underlying net assets of acquired companies. Goodwill is tested at least annually for impairment using an estimation of the fair value of the reporting unit that the goodwill is attributable to.

Deferred Revenue and Customer Advances

The company accounts for payments received from customers in excess of amounts recognized on certain contracts as “deferred revenues and customer advances.” These amounts are generally recorded as current liabilities since the associated services are performed within one year.

Financial Instruments

Orbital occasionally uses forward contracts and interest rate swaps to manage certain foreign currency and interest rate exposures, respectively. Derivative instruments, such as forward contracts and interest rate swaps, are viewed as risk management tools by Orbital and are not used for trading or speculative purposes. Derivatives used for hedging purposes are generally designated as effective hedges. Accordingly, changes in the fair value of a derivative contract are highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract. Derivative instruments are recorded on the balance sheet at fair value. The ineffective portion of all hedges, if any, is recognized currently in earnings. The company did not have any derivative instruments as of December 31, 2008 and December 31, 2007.

Research and Development Expenses

Expenditures for company-sponsored research and development projects are expensed as incurred. Research and development projects performed under contracts for customers are recorded as contract costs as incurred.

In the first quarter of 2008, the company entered into an agreement with the National Aeronautics and Space Administration (“NASA”) to design, build and demonstrate a new space transportation system under a program called Commercial Orbital Transportation Services (“COTS”), for delivering cargo and supplies to the International Space Station. Under the agreement, NASA has agreed to pay the company $170 million in cash milestone payments, partially funding Orbital’s project costs which are currently estimated to be approximately $210 million. The company expects to complete this project in late 2010.

The COTS agreement is being accounted for as a best-efforts research and development cost-sharing arrangement. As such, the amounts funded by NASA are recognized proportionally as an offset to the company’s COTS project research and development expenses, rather than as revenue. Through December 31, 2008, $26.0 million of costs were incurred on the COTS program, $22.6 million of which were proportionally offset by NASA funding resulting in net research and development expenses of $3.4 million recorded by the company. As of December 31, 2008, deferred revenue and customer advances on the accompanying balance sheet included $37.4 million of cash received from NASA that had not yet been recorded as an offset to research and development expenses.

Stock-Based Compensation

The company accounts for stock-based compensation to employees in accordance with SFAS No. 123R, “Share-Based Payment.” The fair value of the company’s restricted stock unit grants is determined based

48

on the closing price of Orbital’s common stock on the date of grant, and the fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the company’s valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. The company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. Actual results, and future changes in estimates, may differ substantially from current estimates.

The company uses the short-cut method to determine the pool of windfall tax benefits. The company uses the tax law ordering method as its policy for intra-period tax allocation related to the tax attributes of stock-based compensation.

Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The company adopted SFAS No. 157 for the company’s financial assets and liabilities as of January 1, 2008. The disclosure requirements of SFAS No. 157 are presented in Note 8. FASB Staff Position FAS 157-2 delayed by one year the effective date of SFAS No. 157 for nonfinancial assets, such as goodwill and long-lived assets, and nonfinancial liabilities, subject to certain exceptions. The company does not believe that the remaining provisions will have a material effect on the company’s consolidated financial position or results of operations when they become effective.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value and is effective for fiscal years beginning after November 15, 2007. The company elected not to apply the fair value option to any of its assets and liabilities.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations.” SFAS No. 141R significantly changes the accounting for business combinations in a number of areas, including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, restructuring costs and income taxes. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008. The company does not expect that adoption of this standard will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51.” SFAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The company does not expect that adoption of this standard will have a material impact on its financial statements.

In May 2008, the FASB issued FASB Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies that certain convertible debt instruments should be recorded by separately accounting for the liability and equity components of those instruments by allocating the proceeds from

49

issuance of the instrument between the liability component and the equity component. The FSP is effective for fiscal years beginning after December 15, 2008 and is required to be applied retrospectively. The company has determined that the FSP will apply to its $143.8 million of convertible notes (see Note 7). The company is in the process of further evaluating the financial impact that the adoption of the FSP will have on its financial statements; however, on a preliminary basis the company believes that 2008 and 2009 diluted earnings per share would be reduced by approximately $0.05 per share as a result of non-cash interest expense recorded in connection with the adoption of the FSP.

2.   Restatement Related to Deferred Income Taxes

As discussed in the company’s June 30, 2008 and September 30, 2008 Quarterly Reports on Form 10-Q, the company determined to restate certain prior period financial statements as the result of an audit of the company’s 2005 federal income tax return by the Internal Revenue Service (“IRS”), as further described below.

In 2008, the IRS completed an audit of the company’s 2005 Federal income tax return and proposed reductions in the company’s Federal net operating loss carryforwards (“NOLs”) identified during the IRS’ audit of the company’s 2005 Federal income tax return. As a result of the audit, the company determined that its NOLs should be reduced by $33.2 million, or $12.9 million on a tax-effected basis, as of December 31, 2004 and subsequent balance sheet dates. At December 31, 2004 and 2007, the company had Federal NOLs of $438 million and $293 million, respectively, before giving effect to the adjustment. The company determined that the majority of the adjustment resulted from a computational mistake that occurred in preparing the company’s 2000 and 2001 Federal income tax returns.

Since the year ended December 31, 2000, the company’s deferred tax assets, including its NOLs, had been fully offset by a valuation allowance until the year ended December 31, 2004 when the valuation allowance was substantially reversed. As a result, the NOL overstatement did not have any impact on the company’s income statements or balance sheets for periods prior to 2004 due to the deferred tax asset valuation allowance.

The company had previously recorded an income tax benefit of $157.9 million for the year ended December 31, 2004, that was comprised almost entirely of the reversal of the company’s deferred tax valuation allowance. As a result of the adjustment described above, the company restated its income statement for the year ended December 31, 2004 to give effect to a $12.9 million reduction in the income tax benefit, and to record the corresponding reduction in non-current deferred tax assets. The adjustment did not have any impact on the company’s income statements for any period other than 2004. The cumulative effect of the adjustment on the company’s balance sheet as of December 31, 2007 was a $12.9 million reduction in non-current deferred tax assets and a $12.9 million increase in accumulated deficit. The adjustment did not have any impact on the company’s cash flow statements for any period.

Based on the materiality guidelines contained in SEC Staff Accounting Bulletin No. 99, Materiality, and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements, the company believes that the income tax adjustment is not material to any of its current financial statements for periods subsequent to and including the year ended December 31, 2004. However, the company believes that the adjustment would be material to the results for the year ending December 31, 2008. Accordingly, the company determined that it would restate its 2004 through 2007 annual financial statements to record this adjustment. The company further determined not to amend its previously filed affected Annual Reports on Form 10-K because the adjustment is not material to the individual prior years’ financial statements contained in the most

50

recently filed Annual Report on Form 10-K. The company determined instead to report restated prior year financial statements in this 2008 Annual Report on Form 10-K.

The following table shows the restated line items in the accompanying balance sheet as of December 31, 2007 that were impacted by the deferred income tax adjustment (in thousands):

	Previously Reported		Adjustment			As Restated
Non-current deferred income taxes, net	$	107,411	$	(12,850	)	$	94,561
Total assets		788,318		(12,850	)		775,468
Accumulated deficit		115,188		12,850			128,038
Total stockholders’ equity		433,099		(12,850	)		420,249

3.   Discontinued Operations

In June 2008, the company sold its transportation management systems (“TMS”) business unit to Affiliated Computer Services, Inc. for $45 million, before transaction fees and expenses. The company received cash proceeds of $43.2 million in the second quarter of 2008 and an additional $1.7 million in the third quarter of 2008 pertaining to a working capital adjustment. The company recorded a $24.1 million pre-tax gain, or $14.8 million after-tax, on the sale of this business in the second quarter of 2008. The carrying value of the net assets sold totaled $17.3 million and consisted of $22.7 million of current assets, $1.5 million of property and equipment and $6.9 million of current liabilities.

The gain on sale and the operating results of TMS summarized below have been reclassified and reported as discontinued operations for all periods presented (in thousands):

	Years Ended December 31,
	2008		2007		2006
Revenues	$	21,351	$	50,152	$	37,711
Income from operations, before taxes		1,845		5,228		4,269
Income from operations, after taxes		1,118		3,075		2,511

The net assets and cash flows of TMS have not been reclassified in the company’s prior period consolidated balance sheets and consolidated statements of cash flows.

4.   Industry Segment Information

Orbital’s products and services are grouped into three reportable business segments: (i) launch vehicles; (ii) satellites and space systems; and (iii) advanced space programs. The operating results of TMS have been reclassified and reported as discontinued operations for all periods presented; accordingly, TMS is no longer reported as a segment.

Reportable segments are generally organized based upon product lines. Corporate office transactions that have not been attributed to a particular segment, as well as consolidating eliminations and adjustments, are reported in corporate and other. The primary products and services from which the company’s reportable segments derive revenues are:

•  Launch Vehicles.  Rockets that are used as interceptor and target vehicles for missile defense systems, small- and medium-class space launch vehicles that place satellites into Earth orbit, and suborbital launch vehicles that place payloads into a variety of high-altitude trajectories.

•  Satellites and Space Systems.  Small- and medium-class spacecraft that are used to enable global and regional communications and broadcasting, to conduct space-related scientific research, to carry out interplanetary and other deep-space exploration missions, to enable national security

51

applications, to collect imagery and other remotely-sensed data about the Earth and to demonstrate new space technologies.

•  Advanced Space Programs.  Human-rated space systems for Earth-orbit and lunar exploration, advanced launch systems for medium-class satellites, and small satellites and satellite subsystems primarily used for national security space programs and to demonstrate new space technologies.

Intersegment sales are generally negotiated and accounted for under terms and conditions that are similar to other commercial and government contracts. Substantially all of the company’s assets and operations are located within the United States.

The following table presents operating information and identifiable assets by reportable segment (in thousands):

	Years Ended December 31,
	2008			2007			2006
Launch Vehicles:
Revenues(1)	$	454,278		$	395,329		$	310,578
Operating income		33,603			39,455			34,013
Identifiable assets		127,609			115,646			115,996
Capital expenditures		8,745			4,682			3,161
Depreciation		5,617			5,490			5,549
Satellites and Space Systems:
Revenues(1)	$	422,274		$	466,699		$	407,827
Operating income		32,166			30,689			27,671
Identifiable assets		164,119			176,538			170,587
Capital expenditures		9,781			8,267			13,846
Depreciation		8,899			7,430			5,742
Advanced Space Programs:
Revenues(1)	$	298,050		$	175,121		$	51,038
Operating income		19,068			12,415			4,263
Identifiable assets		85,185			23,767			14,979
Capital expenditures		2,731			—			55
Depreciation		13			140			225
Corporate and Other:
Revenues(1)	$	(5,967	)	$	(3,209	)	$	(4,298	)
Operating income (loss)(2)		(555	)		(1,335	)		(1,627	)
Identifiable assets(3)		488,273			459,517	(5)		429,564	(5)
Capital expenditures(4)		5,295			5,530			4,973
Depreciation(4)		4,240			3,947			3,571
Consolidated:
Revenues	$	1,168,635		$	1,033,940		$	765,145
Operating income		84,282			81,224			64,320
Identifiable assets		865,186			775,468	(5)		731,126	(5)
Capital expenditures		26,552			18,479			22,035
Depreciation		18,769			17,007			15,087

⁽¹⁾ Corporate and other revenues are comprised solely of the elimination of intersegment sales. Satellites and space systems revenues include $4.3 million, $1.8 million and $2.0 million of the intersegment sales in 2008, 2007 and 2006, respectively. Launch vehicles revenues include $1.1 million, $1.2 million and $1.6 million of the intersegment sales in 2008, 2007 and 2006, respectively. Advanced space programs revenues include $0.5 million, $0.2 million and $0.7 million of the intersegment sales in 2008, 2007 and 2006, respectively.

52

(2)	Corporate and other operating income consists primarily of corporate general and administrative expenses allocated to the TMS business unit (see Note 3).
(3)	Corporate and other identifiable assets at December 31, 2007 and 2006 include assets of $20.5 million and $18.1 million, respectively attributable to the TMS business unit that was sold in the second quarter of 2008 (see Note 3).
(4)	Corporate and other capital expenditures and depreciation include amounts attributable to the TMS business unit that was sold in the second quarter of 2008 (see Note 3).
(5)	Certain amounts have been restated (see Note 2).

5.   Export Sales and Major Customers

Orbital’s revenues by geographic area, as determined by customer location, were as follows (in thousands):

	Years Ended December 31,
	2008		2007		2006
United States	$	1,080,989	$	860,810	$	587,197
Europe		33,507		113,150		111,062
East Asia and Australia		54,139		59,980		66,886
Total	$	1,168,635	$	1,033,940	$	765,145

Approximately 73%, 68% and 66% of the company’s revenues in 2008, 2007 and 2006, respectively, were generated under contracts with the U.S. Government and its agencies or under subcontracts with the U.S. Government’s prime contractors. All such revenues were recorded in the launch vehicles, satellites and space systems or advanced space programs segments. In the satellites and space systems segment, one customer accounted for approximately 14% and 12% of consolidated revenues in 2008 and 2007, respectively, and another customer accounted for approximately 12% of consolidated revenues in 2006.

6.   Balance Sheet Accounts and Supplemental Disclosures

Inventory

Inventories consisted of the following (in thousands):

	December 31,
	2008			2007
Inventories	$	34,399		$	27,659
Allowance for inventory obsolescence		(965	)		(1,110	)
Total	$	33,434		$	26,549

Substantially all of the company’s inventory consisted of component parts, raw materials and milestone payments for future delivery of component parts.

53

Receivables

The components of receivables were as follows (in thousands):

	December 31,
	2008			2007
Billed	$	51,156		$	36,721
Unbilled		151,005			145,372
Retainages due upon contract completion		1,000			1,529
Allowance for doubtful accounts		(50	)		(115	)
Total	$	203,111		$	183,507

Approximately 80% of unbilled receivables and retainages at December 31, 2008 are due within one year and will be billed on the basis of contract terms and delivery schedules. Approximately 86% and 67% of the company’s receivables at December 31, 2008 and 2007, respectively, were related to contracts with the U.S. Government and its agencies or under subcontracts with the U.S. Government’s prime contractors. Receivables from non-U.S. customers totaled $8.7 million and $29.2 million at December 31, 2008 and 2007, respectively.

As of December 31, 2008 and December 31, 2007, unbilled receivables included $18.7 million and $15.5 million, respectively, of incentive fees on certain completed satellite contracts that become due incrementally over periods of up to 15 years, subject to the achievement of performance criteria.

Certain satellite contracts require the company to refund cash to the customer if performance criteria, which cover periods of up to 15 years, are not satisfied. Through December 31, 2008, the company has recognized approximately $42 million of revenues under such contracts, a portion or all of which could be reversed in future periods if satellite performance criteria are not met. The company generally procures annual insurance policies that the company believes would indemnify the company for satellite incentive fees that are not earned and for performance refund obligations.

Through December 31, 2008, the company has recognized approximately $24 million of estimated award fees on a contract that is subject to a final assessment at the conclusion of the contract, projected to occur in 2013. If the final award fee assessment is different than the company’s estimate of such assessment, the company will be required to record a revenue and profit adjustment in future periods.

In August 2008, a communications satellite constructed by the company was damaged by an unaffiliated third party at the launch site. The company is in the process of repairing the satellite, which is expected to be completed in 2009. Receivables at December 31, 2008 included $5.7 million for costs incurred as of that date. The company believes the full amount of the repair costs will be reimbursed under an existing insurance policy.

54

Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	December 31,
	2008			2007
Land	$	3,349		$	4,061
Buildings and leasehold improvements		47,585			47,554
Furniture, fixtures and equipment		152,377			161,096
Software and other		33,359			15,315
		236,670			228,026
Accumulated depreciation and amortization		(131,790	)		(132,313	)
Total	$	104,880		$	95,713

Depreciation expense for the years ended December 31, 2008, 2007 and 2006 was $18.8 million, $17.0 million and $15.1 million, respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	December 31,
	2008		2007
Contract related accruals	$	84,394	$	56,353
Payroll, payroll taxes and fringe benefit		49,521		43,268
Interest		1,761		1,761
Warranty obligations		—		2,497
Other		8,531		9,278
Total	$	144,207	$	113,157

The company’s warranty obligations were associated with the TMS business which was sold in the second quarter of 2008.

Cash Flow

Cash payments for interest and income taxes were as follows (in thousands):

	Years Ended December 31,
	2008		2007		2006
Interest paid	$	3,700	$	3,162	$	17,468
Income taxes paid		3,025		2,387		1,505

7.   Debt Obligations

Convertible Notes

On December 13, 2006, the company issued $143.8 million of 2.4375% convertible senior subordinated notes due 2027 with interest payable semi-annually each January 15 and July 15. The company used the net proceeds from this offering during the fourth quarter of 2006, together with available cash, to repurchase $125.9 million of the company’s 9% senior notes due 2011 for $133.8 million and to

55

repurchase and retire 2.7 million outstanding shares of its common stock for $50.0 million. Debt issuance costs incurred in connection with the convertible notes amounted to $3.4 million, which is being amortized to interest expense over a seven-year term.

The convertible notes are convertible into cash, or a combination of cash and common stock at the company’s election, based on an initial conversion rate of 40.8513 shares of the company’s common stock per $1,000 in principal amount of the convertible notes (equivalent to an initial conversion price of approximately $24.48 per share) only under any of the following circumstances: (1) if, prior to January 13, 2027, the closing sale price of the common stock of Orbital for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than 130% of the conversion price per common share in effect on the applicable trading day; (2) if, prior to January 13, 2027, during the 5 consecutive trading-day period following any 5 consecutive trading-day period in which the trading price of the convertible notes was less than 98% of the product of the closing sale price of the company’s common stock multiplied by the applicable conversion rate; (3) if the convertible notes have been called for redemption, at any time prior to the close of business on the third business day prior to the redemption date; (4) if the company elects to distribute to all holders of Orbital common stock certain rights entitling them to purchase, for a period expiring within 60 days, the company’s common stock at less than the average of the closing sale prices of Orbital common stock for the 10 consecutive trading days immediately preceding the declaration date of such distribution; (5) if the company elects to distribute to all holders of Orbital common stock, assets, debt securities or certain rights to purchase securities of the company, which distribution has a per share value exceeding 10% of the closing sale price of Orbital common stock on the trading day immediately preceding the declaration date of such distribution; or (6) during a specified period, if a “fundamental change” (as such term is defined in the indenture governing the convertible notes) occurs. The conversion rate is subject to adjustments in certain circumstances set forth in the indenture governing the convertible notes.

Upon conversion of the convertible notes, the company will deliver in respect of each $1,000 principal amount of notes tendered for conversion (1) an amount in cash (“principal return”) equal to the lesser of (a) the principal amount of the converted notes and (b) the conversion value (such value equal to the conversion rate multiplied by the average price of the company’s common shares over a 10 consecutive-day trading period) and (2) if the conversion value is greater than the principal return, an amount in cash or common stock, or a combination thereof (at the company’s option) with a value equal to the difference between the conversion value and the principal return.

At any time on or after January 21, 2014, the convertible notes are subject to redemption at the option of Orbital, in whole or in part, for cash equal to 100% of the principal amount of the convertible notes, plus unpaid interest, if any, accrued to the redemption date.

Holders of the convertible notes may require the company to repurchase the convertible notes, in whole or in part, on January 15, 2014, January 15, 2017 or January 15, 2022, for cash equal to 100% of the principal amount of the convertible notes plus any unpaid interest, if any, accrued to the redemption date. In addition, holders of the convertible notes may require the company to repurchase the convertible notes in whole or in part for cash equal to 100% of the principal amount of the convertible notes, plus unpaid interest, if any, accrued to the redemption date, if a “fundamental change” occurs prior to maturity of the convertible notes.

Credit Facility

In August 2007, the company entered into a five-year $100 million revolving secured credit facility (the “Credit Facility”), with the option to increase the amount of the Credit Facility up to $175 million

56

to the extent that any one or more lenders commit to be a lender for such additional amount. At the election of the company, loans under the Credit Facility bear interest at either (i) LIBOR plus a margin ranging from 0.75% to 1.25%, with the applicable margin varying according to the company’s total leverage ratio, or (ii) at a prime rate. The Credit Facility is secured by substantially all of the company’s assets. Up to $75 million of the Credit Facility may be reserved for letters of credit. As of December 31, 2008, there were no borrowings under the Credit Facility, although $13.1 million of letters of credit were issued under the Credit Facility. Accordingly, as of December 31, 2008, $86.9 million of the Credit Facility was available for borrowings.

Debt Covenants

Orbital’s Credit Facility contains covenants limiting the company’s ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase company stock, enter into transactions with affiliates, make investments, merge or consolidate with others or dispose of assets. In addition, the Credit Facility contains financial covenants with respect to leverage and interest coverage.

Debt Extinguishment Expenses

During 2006, the company recorded $10.4 million of debt extinguishment expenses associated with the repurchase of the 9% senior notes described above, consisting of $2.5 million in accelerated amortization of debt issuance costs and $7.9 million in prepayment premiums and other expenses.

8.   Fair Value of Financial Instruments

Effective January 1, 2008, the company adopted SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements. The adoption of SFAS No. 157 did not have a material impact on the company’s fair value measurements.

The valuation techniques required by SFAS No. 157 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. SFAS No. 157 established a fair value hierarchy that distinguishes between these two types of inputs.

The following section describes the valuation methodologies used by the company to measure its financial instruments at fair value.

Investments

As of December 31, 2008 and 2007, the company held seven auction-rate securities which are classified as available for sale securities and non-current assets on the company’s balance sheet. These securities had an initial cost basis of $34.5 million. Contractual maturities for certain of these auction-rate securities are 16 years or greater and the remaining securities have no fixed maturity. Auction-rate securities are normally structured to provide liquidity through an auction process that resets the applicable interest rate at predetermined calendar intervals. This mechanism allows existing investors either to roll over or liquidate their holdings by selling such securities at par. Since the third quarter of 2007 and through December 31, 2008, the auctions, which occur approximately every 28 days for the auction-rate securities held by the company, have not had sufficient buyers to cover investors’ sell orders, resulting in unsuccessful auctions. These unsuccessful auctions resulted in a resetting of the interest rate paid on the securities until the next auction date, at which time the process repeated.

57

The company estimated that the fair market value of these auction-rate securities at December 31, 2008 and 2007 was $16.7 million and $28.0 million, respectively. The company has estimated the fair value of these securities using a discounted cash flow analysis which considered the following key inputs: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions and the relevant risk associated with each security; and (iii) the time horizon that the market value of each security could return to its cost and be sold. The discount rates used in the present value calculations are based on yields on U.S. Treasury securities with similar time horizons plus interest rate risk premiums that are intended to compensate for general market risk and the risk specific to each security. The risk premiums are based upon current credit default swap pricing market data for similar or related securities or credit spreads for corporate bonds with similar credit ratings. Under SFAS No. 157, such valuation assumptions are defined as Level 3 inputs.

In 2008, the company recorded other-than-temporary impairment charges of $17.8 million, pertaining to all of the auction-rate securities. The company determined to record these other-than-temporary impairment charges based on the company’s assessment that it is likely that the fair value of the auction-rate securities will not fully recover in the foreseeable future, given the duration, severity and continuing declining trend of the fair values of these securities, as well as the uncertain financial condition and near-term prospects of the securities’ issuers. In 2007 the company had recorded temporary impairment charges totaling $6.5 million. These temporary impairment charges were reversed in 2008 as a result of updating the company’s impairment assessment.

The changes in the fair values of the auction-rate securities during 2008 and 2007 were as follows (in thousands):

	2008			2007
Fair value at beginning of year	$	28,000		$	—
Purchases of securities, net		—			34,500
Temporary impairment charges		—			(6,500	)
Other-than-temporary impairment charges		(17,800	)		—
Reversal of temporary charges		6,500			—
Net change in fair value		(11,300	)		(6,500	)
Fair value at end of year	$	16,700		$	28,000

At this time it is uncertain if or when the liquidity issues relating to these investments will improve, and there can be no assurance that the market rate for auction-rate securities will stabilize. The fair value of the auction-rate securities could change significantly in the future and the company may be required to record additional temporary or other-than-temporary impairment charges if there are further reductions in fair value in future periods.

Convertible Notes

The fair value of the 2.4375% convertible notes at December 31, 2008 and 2007 was estimated at approximately $133.2 million and $174.6 million, respectively. The fair value was determined based on market prices quoted by a broker-dealer.

58

9.  Income Taxes

The significant components of the company’s deferred tax assets and liabilities as of December 31, 2008 and 2007 were (in thousands):

	December 31,
	2008			2007
				(See Note 2)
Current Deferred Tax Assets:
U.S. Federal and state net operating loss carryforwards	$	24,250		$	26,195
Accruals, reserves and other		15,235			18,225
Valuation allowance		(4,117	)		(3,619	)
Current deferred tax assets, net		35,368			40,801
Noncurrent Deferred Tax Assets (Liabilities):
U.S. Federal and state net operating loss carryforwards		50,849			70,666
Capitalized research and development costs		18,374			23,733
Tax credit and capital loss carryforwards		15,868			11,954
Intangible assets and other		1,600			3,311
Excess tax depreciation and other		(4,032	)		(5,123	)
		82,659			104,541
Valuation allowance		(8,808	)		(9,980	)
Noncurrent deferred tax assets, net		73,851			94,561
Total deferred tax assets, net	$	109,219		$	135,362

The company’s income tax provisions from continuing operations for the years ended December 31, 2008, 2007 and 2006 were comprised of the following (in thousands):

	Years Ended December 31,
	2008			2007		2006
Current:
Federal	$	1,239		$	1,387	$	839
State		685			1,265		382
Total current		1,924			2,652		1,221
Deferred:
Federal		22,272			29,507		18,111
State		(415	)		3,693		3,196
Total deferred		21,857			33,200		21,307
Total income tax provision	$	23,781		$	35,852	$	22,528

59

A reconciliation of the statutory federal income tax rate to the company’s effective tax rate for the years ended December 31, 2008, 2007 and 2006 is as follows (in thousands):

	2008			2007			2006
U.S. Federal statutory rate		35.0	%		35.0	%		35.0	%
State taxes		3.3			4.6			5.2
Settlements with taxing authorities		(4.5	)		—			—
Capital loss carryforward		—			—			(14.2	)
Other, net		(3.1	)		0.8			1.0
Changes in valuation allowance		3.7			(0.3	)		13.9
Effective rate		34.4	%		40.1	%		40.9	%

At December 31, 2008, the company had U.S. Federal net operating loss carryforwards of $206 million (portions of which expire beginning in 2010 through 2025) and a U.S. capital loss carryforward of $10 million (which expires in 2011). These carryforwards are subject to certain limitations and other restrictions.

The U.S. capital loss carryforward is primarily related to an investment that was liquidated in 2006. The capital loss carryforward was reduced in 2008 due to the capital gain on the sale of TMS. The change in the valuation allowance in 2008 pertains to the deferred tax asset recorded in connection with the unrealized loss on investment described in Note 8 that would be treated as a capital loss. The deferred tax assets related to capital losses have been fully offset with a valuation allowance due to the uncertainty of realization.

On January 1, 2007, the company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109” (“FIN 48”). There was no material effect on the company’s financial statements associated with the adoption of FIN 48. Changes in the company’s unrecognized tax benefits were as follows (in thousands):

	2008			2007
Unrecognized tax benefits at beginning of year	$	3,654		$	3,117
Additions based on current year tax positions		2,342			537
Settlements with taxing authorities		(3,105	)		—
Unrecognized tax benefits at end of year	$	2,891		$	3,654

All unrecognized tax benefits, if recognized, would affect the effective tax rate.

The company is subject to U.S. federal income tax and income tax in multiple state jurisdictions. The company has substantially concluded all income tax matters for years through 1989. In addition, the IRS has completed an audit of the company’s 2005 Federal income tax return in 2008.

The company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. No interest or penalties are recorded in the accompanying consolidated financial statements.

60

10.  Commitments and Contingencies

Leases

Aggregate minimum commitments under non-cancelable operating leases, primarily for office space and equipment rentals, at December 31, 2008 were as follows (in thousands):

2009	$	17,707
2010		18,835
2011		18,909
2012		18,477
2013		15,965
Thereafter		55,317
	$	145,210

Rent expense for 2008, 2007 and 2006 was $15.7 million, $15.5 million and $14.1 million, respectively.

U.S. Government Contracts

The accuracy and appropriateness of costs charged to U.S. Government contracts are subject to regulation, audit and possible disallowance by the Defense Contract Audit Agency or other government agencies. Accordingly, costs billed or billable to U.S. Government customers are subject to potential adjustment upon audit by such agencies.

Most of the company’s U.S. Government contracts are funded incrementally on a year-to-year basis. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect the company’s financial condition or results of operations. Furthermore, contracts with the U.S. Government may be terminated or suspended by the U.S. Government at any time, with or without cause. Such contract suspensions or terminations could result in unreimbursable expenses or charges or otherwise adversely affect the company’s financial condition and/or results of operations.

The company’s launch vehicles and advanced space programs business units are jointly engaged in a major new product development program of a medium capacity rocket called Taurus II that could substantially increase the payload capacity of the company’s space launch vehicle platforms. The company is marketing the launch vehicle to U.S. Government and commercial customers. The company expects the Taurus II launch vehicle to be ready for its inaugural launch by late 2010. Approximately $37.7 million and $5.5 million of the research and development expenses in 2008 and 2007, respectively, were attributable to the Taurus II program. The company believes that it will continue to incur significant research and development expenses over the next two to three years on the Taurus II development effort.

61

The majority of the company’s revenues are attributable to contracts with the U.S. Government and the company believes that a majority of the company’s research and development expenses are recoverable and billable under such contracts. Charging practices relating to research and development and other costs that may be charged directly or indirectly to government contracts are subject to audit by U.S. Government agencies to determine if such costs are reasonable and allowable under government contracting regulations and accounting practices. The company is currently engaged in discussions with U.S. Government agencies regarding the allowability of research and development costs incurred in connection with the company’s Taurus II development program. The company believes that such costs are allowable, although the U.S. Government has not yet made a determination. If such costs were determined to be unallowable, the company could be required to record revenue and profit reductions in future periods.

Litigation

From time to time the company is party to certain litigation or other legal proceedings arising in the ordinary course of business. Because of the uncertainties inherent in litigation, the company cannot predict whether the outcome of such litigation or other legal proceedings will have a material adverse effect on the company’s results of operations or financial condition.

11.  Stock Plans and Equity Transactions

Stock Plans

The company’s share-based incentive plans permit the company to grant restricted stock units, restricted stock, incentive or non-qualified stock options, and certain other instruments to employees, directors, consultants and advisers of the company. Restricted stock units and stock options generally vest over three years and are not subject to any performance criteria. Options expire no more than ten years following the grant date. Shares issued under the plans upon option exercise or stock unit conversion are generally issued from authorized but previously unissued shares.

The company also has an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase shares of stock at the lesser of 85% of the fair market value of shares at the beginning or the end of quarterly offering periods. As of December 31, 2008, approximately 900,000 shares of common stock were available for purchase under the ESPP. During the years ended December 31, 2008, 2007 and 2006, compensation expense associated with the ESPP was $0.3 million, $0.4 million and $0.6 million, respectively.

62

Equity Transactions

The following tables summarize information related to stock-based compensation transactions and plans:

	Restricted Stock Units
				Weighted Average		Stock Options
	Number of			Measurement		Number of			Weighted Average
	Units			Date Fair Value		Options			Exercise Price
Outstanding at December 31, 2005		745,000		$	12.11		6,532,139		$	10.06
Granted(1)		673,750			17.68		55,000			12.98
Exercised		—			—		(1,819,229	)		8.01
Vested		(246,680	)		12.10		—			—
Forfeited		(30,347	)		13.94		(12,211	)		7.02
Expired		—			—		(176,186	)		13.10
Outstanding at December 31, 2006		1,141,723			15.34		4,579,513			10.81
Granted(1)		499,030			23.17		—			—
Exercised		—			—		(1,009,429	)		10.05
Vested		(462,539	)		14.83		—			—
Forfeited		(81,026	)		19.54		(6,537	)		8.36
Expired		—			—		(28,035	)		19.43
Outstanding at December 31, 2007		1,097,188			18.81		3,535,512			11.77
Granted(1)		424,495			25.03		—			—
Exercised		—			—		(798,176	)		11.98
Vested		(582,965	)		17.36		—			—
Forfeited		(60,924	)		19.11		(8,583	)		6.92
Expired		—			—		(228,520	)		41.16
Outstanding at December 31, 2008		877,794		$	23.01		2,500,233	(2)	$	9.01

(1)	The fair value of restricted stock unit grants is determined based on the closing market price of Orbital’s common stock on the date of grant. Such value is recognized as expense over the service period, net of estimated forfeitures.
(2)	The weighted average remaining contractual term is 3.38 years.

	Options Outstanding and Exercisable
			Weighted Average
Range of	Number		Remaining Contractual		Weighted Average
Exercise Prices	Outstanding		Term (Years)		Exercise Price
$ 1.30 - $ 5.79		994,473		3.40	$	4.70
5.80 - 12.05		761,059		3.85		9.32
12.06 - 43.31		744,701		2.86		14.46
$ 1.30 - $43.31		2,500,233		3.38	$	9.01

	Years Ended December 31,
(Dollars in millions)	2008		2007		2006
Stock-based compensation expense recognized (1)	$	9.3	$	7.7	$	8.0
Income tax benefit related to stock-based compensation expense(1)		3.2		2.6		2.6
Intrinsic value of options exercised, computed as the market price on the exercise date less the price paid to exercise the options		11.0		10.8		15.7
Cash received from exercise of options		9.6		10.1		14.7
Grant date fair value of vested restricted stock units		10.0		6.9		3.0
Tax benefit recorded as a credit to additional paid-in capital related to stock-based compensation transactions		4.0		4.8		3.8

⁽¹⁾ Includes amounts attributable to the TMS business unit that was sold in the second quarter of 2008 (see Note 3).

	As of
	December 31, 2008
Shares of common stock available for grant under the company’s stock-based incentive plans		1,462,447
Aggregate intrinsic value of restricted stock units that are expected to vest	$	17.1
Unrecognized compensation expense related to non-vested restricted stock units, expected to be recognized over a weighted-average period of 1.79 years		14.4
Aggregate intrinsic value of stock options outstanding, all fully vested		27.0

63

In February 2007, the company modified 1.7 million of its stock options that were previously awarded to the company’s employees to increase such options’ exercise prices per share. The modification reduced the fair value of the awards and did not involve any cash compensation. The modification did not result in additional compensation expense recognition.

During 2006, the total grant date fair value of stock options that were granted was $0.3 million, as determined on the grant date using the Black-Scholes option pricing model.

Warrants

As of December 31, 2008 and 2007, the company had no common stock warrants outstanding. During 2006, common stock warrant exercises consisted solely of the exercise of warrants originally issued in August 2002 to purchase up to approximately 16.5 million shares of the company’s common stock. Each warrant was exercisable for up to 122.23 shares of Orbital’s common stock at an exercise price of $3.86 per share for a period of four years from the date of their issuance. All of these warrants were exercised prior to their 2006 expiration date.

Securities Repurchase Transactions

In 2008, 2007 and 2006, the company’s Board of Directors authorized the purchase of up to $50 million of the company’s outstanding debt and equity securities over a 12-month period commencing in April of that year. Under these securities purchase programs, the company repurchased and retired 2.5 million shares of its common stock at a cost of $49.5 million during 2008, 1.6 million shares of its common stock at a cost of $33.4 million during 2007 and 1.1 million shares of its common stock at a cost of $16.2 million during 2006. As of December 31, 2008, the company had authority to purchase an additional $12.3 million of common stock pursuant to this repurchase program through April 2009.

In December 2006, the company repurchased 2.7 million shares of its common stock for $50 million in connection with a financing transaction (see Note 7).

12.  Employee Benefit Plans

The company has a defined contribution plan (the “Plan”) generally covering all full-time employees. Company contributions to the Plan are made based on plan provisions and at the discretion of the Board of Directors. The company made contributions of $14.9 million, $12.1 million and $9.2 million during 2008, 2007 and 2006, respectively.

The company also has two overfunded defined benefit plans that were frozen upon acquisition in a 1994 business combination. As of December 31, 2008 and 2007, the company had recorded a $1.8 million and $5.5 million asset, respectively, in other non-current assets related to the pension plans. The plans are not significant to the accompanying consolidated financials statements taken as a whole, and accordingly, additional related disclosures are omitted from these notes to the consolidated financial statements.

The company has a deferred compensation plan for senior managers and executive officers. At December 31, 2008 and 2007, liabilities related to this plan totaling $6.8 million and $7.0 million, respectively, were included in accrued expenses.

64

13.  Summary of Selected Quarterly Financial Data (Unaudited)

The following is a summary of selected quarterly financial data for the previous two years (in thousands, except per share data).

	Quarters Ended
	March 31		June 30		Sept. 30		Dec. 31
2008
Revenues(1)	$	283,545	$	301,223	$	278,628	$	305,239
Income from operations(1)		19,991		26,487		21,000		16,804
Income from continuing operations(1)(2)		12,733		10,782		12,143		9,692
Income from discontinued operations, net of taxes(3)		949		14,969		—		—
Net income		13,682		25,751		12,143		9,692
Basic income per share:
Income from continuing operations		0.22		0.18		0.21		0.17
Income from discontinued operations		0.02		0.26		—		—
Net income		0.23		0.44		0.21		0.17
Diluted income per share:
Income from continuing operations		0.21		0.18		0.20		0.16
Income from discontinued operations		0.02		0.25		—		—
Net income		0.23		0.43		0.20		0.16
2007
Revenues	$	217,946	$	261,214	$	275,640	$	279,140
Income from operations		16,501		20,918		21,581		22,224
Income from continuing operations		10,827		13,485		14,704		14,647
Income from discontinued operations, net of taxes(3)		625		345		974		1,131
Net income		11,452		13,830		15,678		15,778
Basic income per share:
Income from continuing operations		0.18		0.23		0.25		0.25
Income from discontinued operations		0.01		0.00		0.01		0.02
Net income		0.19		0.23		0.26		0.27
Diluted income per share:
Income from continuing operations		0.18		0.22		0.24		0.24
Income from discontinued operations		0.01		0.01		0.02		0.02
Net income		0.19		0.23		0.26		0.26

(1)	The fourth quarter of 2008 included a $5.6 million adjustment to reduce revenue and income from operations as a result of a launch vehicle failure that occurred on February 24, 2009.
(2)	Income from continuing operations in 2008 included investment impairment charges of $10.6 million, $1.0 million and $6.2 million recorded in the second, third and fourth quarter, respectively.
(3)	The company sold its transportation management systems business unit and recorded a $14.8 million after-tax gain in the second quarter of 2008 (see Note 3). The gain on sale and the operating results of this business unit are reported as discontinued operations.

65

ORBITAL SCIENCES CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FORM 10-K FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
(In thousands)

			Additions
					Charged/
	Balance at		Charged to		Credited to						Balance
	Start of		Costs and		Other						At End of
Description	Period		Expenses		Accounts			Deductions			Period
YEAR ENDED DECEMBER 31, 2006
Allowance for doubtful accounts		115		—		—			—			115
Allowance for obsolete inventory		620		239		—			(41	)		818
Deferred income tax valuation allowance		3,189		8,189		—			—			11,378
YEAR ENDED DECEMBER 31, 2007
Allowance for doubtful accounts		115		—		—			—			115
Allowance for obsolete inventory		818		445		—			(153	)		1,110
Deferred income tax valuation allowance		11,378		—		2,505	(1)		(284	)		13,599
YEAR ENDED DECEMBER 31, 2008
Allowance for doubtful accounts		115		—		—			(65	)		50
Allowance for obsolete inventory		1,110		—		—			(145	)		965
Deferred income tax valuation allowance		13,599		2,572		(2,505	)(1)		(741	)		12,925

⁽¹⁾ This pertains to the deferred tax asset recorded in connection with the unrealized loss on investments described in Notes 8 and 9 to the consolidated financial statements that would be treated as a capital loss

66

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

Restatement Related to Deferred Income Taxes

As previously disclosed in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2008 and September 30, 2008, in late July 2008 we concluded that our 2004 consolidated financial statements should be restated to adjust our net deferred income tax assets related to net operating loss carryforwards. Our decision to restate our financial statements was based on an audit by the IRS of our U.S. income tax return for calendar year 2005. We determined that the majority of the adjustment resulted from a computational mistake that occurred in preparing our 2000 and 2001 federal income tax returns. Based upon our current controls and procedures, we have concluded that there are currently no material weaknesses in our controls and procedures related to our accounting for income taxes. Additional information regarding this matter and the impact on our financial statements is included in this report in Note 2 to the accompanying financial statements.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the framework in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2008. The effectiveness of the company’s internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

67

Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The information required by this Item is included under the captions “Executive Officers of the Registrant” in Part I above and under the captions “Proposal 1 — Election of Directors — Directors to be Elected at the 2009 Annual Meeting, — Directors Whose Terms Expire in 2010, — Directors Whose Terms Expire in 2011,” “Corporate Governance — Code of Business Conduct and Ethics,” “Information Concerning the Board of Directors and Its Committees — Our Committees” and “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 11, 2009 and is incorporated herein by reference.

Item 11.   Executive Compensation

The information required by this Item is included under the captions “Executive Compensation — Compensation Discussion and Analysis, — Human Resources and Compensation Committee Report, — Summary Compensation Table, — Grants of Plan-Based Awards, — Outstanding Equity Awards at Fiscal Year-End, — Option Exercises and Stock Vested, — Pension Benefits, — Nonqualified Deferred Compensation, — Potential Payments Upon Termination or Change in Control,” “Compensation Committee Interlocks and Insider Participation” and “Information Concerning the Board of Directors and Its Committees — Director Compensation” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 11, 2009 and is incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2008:

					Number of Securities
					Remaining Available for
	Number of Securities		Weighted-Average		Future Issuance Under
	to be Issued		Exercise Price		Equity Compensation
	Upon Exercise of		of Outstanding		Plans (excluding
	Outstanding options,		Options, Warrants		securities reflected
Plan Category	Warrants and Rights		and Rights		in first column)
Equity Compensation Plans Approved by Security Holders(1)		—	$	—		840,321
Equity Compensation Plans Not Approved by Security Holders(2)		2,500,233		9.01		622,126
Total		2,500,233		9.01		1,462,447

⁽¹⁾ The equity compensation plans approved by our stockholders are our 1997 Stock Option and Incentive Plan (“1997 Option Plan”) and our 2005 Stock Incentive Plan (“2005 Stock Plan”). A subsequent amendment in 1998 to the 1997 Option Plan increasing the total number of authorized shares thereunder to 3,200,000 also was approved by our stockholders. For purposes of reporting on the options outstanding under the 1997 Option Plan, we have assumed that all 3,200,000 shares

68

approved by stockholders were issued during 1997 and 1998. The 2005 Stock Plan has a maximum of 2,500,000 shares available for issuance, subject to adjustment upon the occurrence of certain events. The share numbers shown in this row do not include shares that may be issued under the company’s 1999 Employee Stock Purchase Plan, which currently has approximately 912,873 shares available for issuance, and do not include 877,794 shares subject to outstanding restricted stock and restricted stock unit awards.

(2)

As permitted by the then applicable rules of the New York Stock Exchange, in 1999, 2000, 2001 and 2002, we amended the 1997 Option Plan to increase the number of securities available for issuance under that plan by 1,800,000, 1,800,000, 1,800,000 and 2,000,000 shares, respectively, without seeking the approval of our stockholders. The 1997 Option Plan provides for awards of incentive or non-qualified stock options and shares of restricted stock and stock units to employees, directors, consultants and advisers of the company and its subsidiaries without giving effect to any exercises or cancellations. Under the terms of the 1997 Option Plan, options may not be issued at less than 100% of the fair market value of the company’s common stock on the date of grant. Options expire no more than 10 years following the grant date.

The information required by this Item is also included under the caption “Ownership of Common Stock” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 11, 2009 and is incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is included under the caption “Information Concerning the Board of Directors and Its Committees — Related Person Transactions Policy, — Director Independence” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 11, 2009 and is incorporated herein by reference.

Item 14.   Principal Accounting Fees and Services

The information required by this Item is included under the caption “Other Matters — Fees of Independent Registered Public Accounting Firm, — Pre-Approval of Audit and Non-Audit Services” in our definitive proxy statement to be filed pursuant to Regulation 14A on or about March 11, 2009 and is incorporated herein by reference.

69

PART IV

Item 15.   Exhibits and Financial Statement Schedule

(a) Documents filed as part of this Report:

1.  Financial Statements.

The following financial statements, together with the report of independent registered public accounting firm, are filed as a part of this report:

A. Report of Independent Registered Public Accounting Firm

B. Consolidated Income Statements

C. Consolidated Balance Sheets

D. Consolidated Statements of Stockholders’ Equity

E. Consolidated Statements of Cash Flows

F. Notes to Consolidated Financial Statements

2.  Financial Statement Schedule.

The following additional financial data are transmitted with this report and should be read in conjunction with the consolidated financial statements contained herein. Schedules other than those listed below have been omitted because they are inapplicable or are not required.

Schedule II — Valuation and Qualifying Accounts

3.  Exhibits.

A complete listing of exhibits required is given in the Exhibit Index that precedes the exhibits filed with this report.

(b) See Item 15(a)(3) of this report.

(c) See Item 15(a)(2) of this report.

70

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.

Dated: March 2, 2009	ORBITAL SCIENCES CORPORATION
	By:	/s/  David W. Thompson David W. Thompson Chairman of the Board and Chief Executive Officer

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

Dated: March 2, 2009

Signature:	Title:
/s/  David W. Thompson David W. Thompson	Chairman of the Board and Chief Executive Officer, Director (Principal Executive Officer)
/s/  James R. Thompson James R. Thompson	Vice Chairman, President and Chief Operating Officer, Director
/s/  Garrett E. Pierce Garrett E. Pierce	Vice Chairman and Chief Financial Officer, Director (Principal Financial Officer)
/s/  Hollis M. Thompson Hollis M. Thompson	Senior Vice President and Controller (Principal Accounting Officer)
/s/  Edward F. Crawley Edward F. Crawley	Director
/s/  Lennard A. Fisk Lennard A. Fisk	Director
/s/  Robert M. Hanisee Robert M. Hanisee	Director
/s/  Robert J. Hermann Robert J. Hermann	Director
/s/  Ronald T. Kadish Ronald T. Kadish	Director
/s/  Janice I. Obuchowski Janice I. Obuchowski	Director

71

Signature:	Title:
/s/  James G. Roche James G. Roche	Director
/s/  Frank L. Salizzoni Frank L. Salizzoni	Director
/s/  Harrison H. Schmitt Harrison H. Schmitt	Director
/s/  Scott L. Webster Scott L. Webster	Director

72

EXHIBIT INDEX

The following exhibits are filed as part of this report. Where such filing is made by incorporation by reference to a previously filed statement or report, such statement or report is identified in parentheses.

Exhibit
Number			Description of Exhibit
	3	.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to the company’s Registration Statement on Form S-3 (File Number 333-08769) filed and effective on July 25, 1996).
	3	.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).
	3	.3	Certificate of Amendment to Restated Certificate of Incorporation, dated April 29, 1997 (incorporated by reference to Exhibit 3.3 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
	3	.4	Certificate of Amendment to Restated Certificate of Incorporation, dated April 30, 2003 (incorporated by reference to Exhibit 3.4 to the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	3	.5	Certificate of Elimination of the Series B Junior Participating Preferred Stock of Orbital Sciences Corporation (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on December 8, 2008).
	4	.1	Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the company’s Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990).
	4	.2	Indenture dated as of December 13, 2006, by and between Orbital Sciences Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K filed on December 13, 2006).
	4	.3	Form of 2.4375% Convertible Senior Subordinated Note due 2027 (incorporated by reference to Exhibit 4.2 to the company’s Current Report on Form 8-K filed on December 13, 2006).
	4	.4	Registration Rights Agreement dated as of December 13, 2006, by and among Orbital Sciences Corporation, Wachovia Capital Markets, LLC and Banc of America Securities LLC (incorporated by reference to Exhibit 4.3 to the company’s Current Report on Form 8-K filed on December 13, 2006).
	10	.1	Credit Agreement dated as of August 17, 2007, by and among Orbital Sciences Corporation, as Borrower, the Lenders and Issuers party thereto, Citibank, N.A., as Administrative Agent, Bank of America, N.A. and Wachovia Bank, National Association, as Co-Syndication Agents, PNC Bank, National Association and Sovereign Bank, as Co-Documentation Agents, and Citigroup Global Markets Inc., as Sole Leading Book-Running Manager and Sole Lead Arranger (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on August 23, 2007).
	10	.2	Pledge and Security Agreement dated as of August 17, 2007, by and between Orbital Sciences Corporation and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on August 23, 2007).
	10	.3	Lease Agreement dated as of May 18, 1999, by and between Boston Properties Limited Partnership and Orbital Sciences Corporation (incorporated by reference to Exhibit 10.4 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.4	Lease Agreement dated as of April 5, 1999, by and between Boston Properties Limited Partnership and Orbital Sciences Corporation (incorporated by reference to Exhibit 10.5 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).

73

Exhibit
Number			Description of Exhibit
	10	.5	Lease Agreement dated as of December 1, 1999, by and between Boston Properties Limited Partnership and Orbital Sciences Corporation (incorporated by reference to Exhibit 10.6 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
	10	.6	Lease Agreement dated as of September 29, 1989, by and among Corporate Property Associates 8, L.P., Corporate Property Associates 9, L.P. and Space Data Corporation (incorporated by reference to Exhibit 10.2 to the company’s Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990).
	10	.7	First Amendment to Lease Agreement dated as of December 27, 1990, by and among Corporate Property Associates 8, L.P., Corporate Property Associates 9, L.P. and Space Data Corporation (incorporated by reference to Exhibit 10.2.1 to the company’s Annual Report on Form 10-K for the year ended December 31, 1991).
	10	.8	Fourth Amendment to Lease Agreement dated as of November 5, 2008, by and between Corporate Property Associates 9, L.P. and Orbital Sciences Corporation (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on November 12, 2008).
	10	.9	Orbital Sciences Corporation 1997 Stock Option and Incentive Plan, amended as of November 1, 2007 (incorporated by reference to Exhibit 10.8 to the company’s Annual Report on Form 10-K for the year ended December 31, 2007).*
	10	.10	Orbital Sciences Corporation 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.11	Orbital Sciences Corporation Nonqualified Management Deferred Compensation Plan, amended and restated as of January 1, 2005 (incorporated by reference to Exhibit 10.13 to the company’s Annual Report on Form10-K for the year ended December 31, 2006).*
	10	.12	Executive Relocation Agreement dated as of August 7, 2003, by and between Orbital Sciences Corporation and Ronald J. Grabe, Executive Vice President and General Manager, Launch Systems Group (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).*
	10	.13	First Amendment to Executive Relocation Agreement dated as of April 28, 2005, by and between Orbital Sciences Corporation and Ronald J. Grabe, Executive Vice President and General Manager, Launch Systems Group (incorporated by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.14	Amended and Restated Executive Severance Agreement dated as of November 30, 2007, by and between Orbital Sciences Corporation and Garrett E. Pierce (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on December 4, 2007).*
	10	.15	Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.23 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).*
	10	.16	Form of Amended and Restated Executive Change in Control Severance Agreement (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on December 4, 2007).*
	10	.17	Purchase Contract dated as of March 27, 2002, by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2003).**
	10	.18	Amendment dated as of January 13, 2005, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.22 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).

74

Exhibit
Number			Description of Exhibit
	10	.19	Amendment dated as of January 18, 2006, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.22 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
	10	.20	Amendment dated as of February 5, 2007, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.25 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
	10	.21	Amendment dated as of January 15, 2008, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (incorporated by reference to Exhibit 10.21 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
	10	.22	Amendment dated as of January 20, 2009, to Purchase Contract by and between Orbital Sciences Corporation and The Boeing Company (transmitted herewith).
	10	.23	Schedule A Basic Contract dated as of December 17, 2007, by and between Orbital Sciences Corporation and Lockheed Martin Corporation (incorporated by reference to Exhibit 10.22 to the company’s Annual Report on Form 10-K for the year ended December 31, 2007).**
	10	.24	Contract No. NNJ09GA02B for ISS Commercial Resupply Services dated December 23, 2008, by and between Orbital Sciences Corporation and the National Aeronautics and Space Administration (transmitted herewith).**
	10	.25	Task Order No. 1 for Contract NNJ09GA02B for ISS Commercial Resupply Services dated December 23, 2008, by and between Orbital Sciences Corporation and the National Aeronautics and Space Administration (transmitted herewith).**
	10	.26	Form of Executive Nonstatutory Stock Option Agreement under the 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.23 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).*
	10	.27	Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.24 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).*
	10	.28	Form of Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).*
	10	.29	Form of Non-Employee Director Stock Unit Agreement under the 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.29 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).*
	10	.30	Form of Stock Unit Agreement under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.31	Form of Stock Unit Agreement under the 1997 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed on May 2, 2005).*
	10	.32	Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.32 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).*
	12		Statement re Computation of Ratio of Earnings to Fixed Charges (transmitted herewith).
	23		Consent of PricewaterhouseCoopers LLP (transmitted herewith).
	31	.1	Certification of Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350) (transmitted herewith).
	31	.2	Certification of Vice Chairman and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1350) (transmitted herewith).
	32	.1	Written Statement of Chairman and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (transmitted herewith).

75

Exhibit
Number			Description of Exhibit
	32	.2	Written Statement of Vice Chairman and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (transmitted herewith).

*	Management Contract or Compensatory Plan or Arrangement.
**	Certain portions of this Exhibit were omitted by means of redacting a portion of the text in accordance with Rule 0-6 or Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

76

EX-10.22

Exhibit 10.22

Amendment dated as of January 20, 2009, to Purchase Contract by and
between Orbital Sciences Corporation and The Boeing Company

PURCHASE CONTRACT acceptance required: þ The Boeing Company Bldg. 222, Receiving Dock 3370 Miraloma Avenue Anaheim            CA 92806 Transmitted via Exostar special contract instructions are attached hereto: PURCHASE CONTRACT NO: PCC            STATUS            Page ORBITAL SCIENCES CORP 675784 101018 172 AP 1 OF 180 3380 S PRICE RD Release 20-JAN-09 Date: CHANDLER      , AZ 85248-3534 US            Original 27-MAR-02 Subject to Tax PC Date: Attention: Scott Hagen |confirm 12/19/01 [X] For Resale, Not Subject to Tax Cert No RA 948 SHIP VIA: Standard — See Attachment FOB: Destination TERMS: 0% 0 NET 30 SHIP TO: The Boeing Company 799A James            Record Road            Huntsville      , AL 35824 ADDRESS ALL INQUIRIES TO BUYER: Buyer Name: Michael Hammett            Mail Stop GB40 Phone: 714-762-0714 Fax: 714-762-2431 Email: michael. a. hammettSboeing. com SEE PURCHASE CONTRACT COMMENTS ON PAGE 2 The applicable “IDS Common Clauses” are listed below and incorporated as Attachment(s) into this contract with fixed text. In addition to The Boeing Company form “General Provisions” these •clauses are set forth and may be accessed at: <http://www.boeing.com/companyoffices/dotngbiz/idscommon/guide.htm> At this URL choose “Common IDS Clauses”. The clauses are grouped under the first alphabetic character contained in the Attachment Name.
The Attachment(s) that are incorporated into this contract with variable text will include the variable text portion of the clause in this RFQ/contract. Unless indicated otherwise elsewhere in this contract, the version of each incorporated clause applicable to this contract is the latest dated version as of the original confirming date of this contract. Additional applicable terms and conditions identified in the list are attached hereto. Terms and conditions applicable to specific line items are identified with the tine item. If you are unable to access the internet, please contact the procurement agent identified above. ATTACHMENTS Type            Name            Description CLAUSES            A229 Incorporation by Reference CLAUSES            A441 SPECIALTY METALS CLAUSE CLAUSES            C414V            Package Marking Instructions CLAUSES            D401 Hazardous Material — Material Safety Data Sheets CLAUSES            F208V            Allowable Cost and Payment Travel Cost CLAUSES            F304V            Invoice Certification CLAUSES            P306 Code of Conduct CLAUSES-FX            C003 Accelerated Delivery Desired CLAUSES-FX            F100 Audit Rights and Examination of Prop osed Costs CLAUSES-FX            H001 Cost Accounting Standards CLAUSES-FX            H201 Additional Prime Contract Requirements CLAUSES-FX            H900V            Additional General Provisions TOTAL PC VALUE $1,291,881, 848. 00 NTE CURRENT FUNDED VALUE $1,094,709, 431.00 GOVERNMENT PRIORITY RATINGS IDENTIFIED AT THE LINE ITEM LEVEL INDICATE .. ACCEPTANCE OF THE OFFER REPRESENTED BY THIS ORDER IS EXPRESSLY LIMITED THAT REQUIREMENTS WITHIN THIS ORDER ARE CERTIFIED FOR NATIONAL DEFENSE .. TO THE PROVISIONS HERETO. SIGNING AND RETURNING THE ACKNOWLEDGMENT USE UNDER DMS REGULATION 1, AND YOU ARE HEREBY REQUESTED TO SIGN AND .... COPY OF THE ORDER (IF ATTACHED HERETO), OR, IN ANY EVENT, DELIVERY IN THE RETURN ACKNOWLEDGEMENT WITHIN FIFTEEN WORKING DAYS FOR DO RATED ......... WHOLE OR IN PART OF THE ARTICLES TO BE FURNISHED HEREUNDER SHALL REQUIREMENTS AND WITHIN TEN WORKING DAYS FOR DX RATED REQUIREMENTS. ..... CONSTITUTE ACCEPTANCE OF THIS ORDER. THIS IS THE ENTIRE CONTRACT AND NO CHANGES OF ANY KIND WHATSOEVER ARE BINDING ON THE BUYER UNLESS — ACCEPTANCE OF THIS PURCHASE ORDER IS HEREBY ACKNOWLEDGED — THE ARE ACCEPTED BY THE BUYER IN SELLER DATE 1/28/09 BUYER (illegible) Document Version: main\5

PURCHASE CONTRACT PURCHASE CONTRACT: 101018 REVISION: 172 _Page 2 of 180 CONTINUATION ADDITIONAL HEADER ATTACHMENTS CLAUSES-FX            H920 Representations and Certifications DPAS            DPAS ORDER            Defense Priority Allocation System FREEFORM            A120 Ship To: FREEFORM            FT3BAMCON            Statement of Work for FT-3 BAM Conversion FREEFORM            G194 (MODIFIED) Price Adjustment for Downward Rate Change FREEFORM            GSEGTM235 SOW for GSE for GTM-2, 3 & 5 FREEFORM            LDCSOW            SOW for LDC Threat Implementation FREEFORM            MRTF13 Convert GDIL GTM to IFT Config with Special Instru FREEFORM            MRTF16 Perform MIL-STD-1540B Study FREEFORM            MRTF8 Implement Special Instrumentation on all Flight Te FREEFORM            PATH1 Pathfinder Phase 1 FREEFORM            PATH2 Pathfinder Phase 2 FREEFORM            PC CHANGES            Purchase Contract Change Summary FREEFORM            PM&P/PIND            SOW for PM&P Risk Assessment & PIND Tesing FREEFORM            PTSOW            Pallet Test Statement of Work FREEFORM            SOW 1901A            SOW for MIL-STD 1901A Trade Studies FREEFORM            SOW 24 ACC            Statement of Work for 24 Vehicle Acceleration FREEFORM            SOW IMP2 Statement of Work for Insensitive Munition Phase 2 FREEFORM            SOW SPAR            Statement of Work for Sparesyl Development FREEFORM            SOW SUPPORT            SOW Integration and Tesing Support FREEFORM            SOW T2-1 Perform Shroud Thermal Separation Test FREEFORM            SOW T2-5 OBV support for conversion of IFT14b to Hi-Fi GTM FREEFORM            SOW T2-51 OBV Simulator Fidelity Upgrade (5 EISs) FREEFORM            SOW T2-52 BIT/Abort Study and IFT-2 SW Upgrade FREEFORM            SOW T2-54 OBV-3 MACH Upgrade for Dual FET Ignition In hibit FREEFORM            SOW T2-55 Field Site Motor Inspections FREEFORM            SOW T4-11 SOW for MIL-STD-1540B Relational Database FREEFORM            SOW389 Statement of Work for ECP 389 FREEFORM            SOWCR125 Statement of Work for Modification of the CR125 FREEFORM            SOWFREQ            Statement of Work for CR-125 Frequency Change FREEFORM            SOWIMT            SOW for Insensitive Munitions Test FREEFORM            SOWMFM            SOW for Missile Field Move FREEFORM            SOWSURVIVESTUDY            SOW Interceptor Survivability Capability Enhanceme FREEFORM            SUBCONTRACT SCHEDULE            Subcontract Schedule FREEFORM            T3-12) Simulation Upgrades FREEFORM            T3-15) Motor Static Fire FREEFORM            T3-17) GTM-3 needed for VAFB FREEFORM            T3-18) GTM-4 (inert motors) for GDIL FREEFORM            T3-20) GT-1 using GTM-5 from RTS FREEFORM            T3-22) GT-2 using GTM-5 FREEFORM            T3-23) FT-2 from VAFB FREEFORM            T3-4) Requirements, Test Planning and Procedures Mods FREEFORM            T3-9) OBV MIL-STD-1540 Delta Qualification (Initial) FREEFORM            T4-28 OBV Support for GDIL Testing Using GTM-4 FREEFORM            T4-33 Ground Test Missile (GTM)-2 at FGA FREEFORM            T4-34 NTE Backfill for Hardware Reassigned to GDIL PROVSNS-FX            GP-4 Cost Reimbursement Contract General Provisions QA NOTES            Q004 Boeing QA Mgt Sys BQMS Requirements Appendix A QA NOTES            Q049 Government Source Inspection QA NOTES            Q053 Boeing Source Inspection QA NOTES            Q073 AS9102 Aerospace First Article Inspection Req QA NOTES            Q094 Certification of Compliance QA NOTES            Q122 Electrostatic Sensitive Discharge Protection Prog QA NOTES            Q301 Unconfirmed Failure Rejections SHIP VIA: HSV. SHIPPING INSTRUCTIONS Boeing Huntsville Traffic Routing Guide ZZZZ            END             End of Attachments PURCHASE CONTRACT COMMENTS: PCC 172 is issued to definitize the negotiation of Orbital Proposal Number 5189 for FTG-04 Re-Processing Utilizing Task Y on existing items 0373 and 0374. See PC Changes attachment for details.

PURCHASE CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 3 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0001 0 LT            VHA**10**093 RAPID BV LAUNCH            ORBITAL SCIENCES HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 SOW: Rapid BV Lau            SOW Rev: 12/17/2C Item Note: This line item value is reduced to $0 and all costs associated with this line is transferred to Purchase Contract 101954. QA Requirements do not apply to this line item. Item Reference: Transferred to PO 101954 Item Unit Value: $0.0000 Value Code: H Period of Performance: 12/18/2001 thru 03/31/2003 • Ship This Item Only To: See Attachment A120         , Quantity Ordered            Scheduled Delivery Date Original Delivery Date 030-APR-02 29-MAR-07 0002 1 LT            VHA**10**093 FLIGHT TEST            ORBITAL SCIENCES HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $572,211,438.0000 $572,211,438.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Cost Collection Item Unit Value: $572,871,679.0000 Value Code: A Period of Performance: 12/18/2001 thru 2/14/2011 Ship This Item Only To: See Attachment A120 FREEFORM            MAB SOW Rev 00 FREEFORM            SOW — DVT Rev 00 FREEFORM            SOW — MULTIPLE ITEMS Rev 00 FREEFORM            SOW — REDESIGN YOLK Rev 00 FREEFORM            SOW — SOLAR Rev 00 Quantity Ordered            Scheduled Delivery Date 1 30-MAR-07

PURCHASE CONTRACT: 101018 REVISION: 172 Page 4 of 180 CONTINUATION ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I II            TRUE MANUFACTURER | 0003 1 LT            VHA**EO**088 BOOST VEHICLES FOR TEST BED HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $95,912,231.0000 $95,912,231.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Cost Collection Item Unit Value: $106,259,108.0000 Value Code: A Period of Performance: 02/08/2002 thru 12/31/2008 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 31-OCT-05 0004 1 LT            VHAPPH0**013 OSC CE PROPROSAL PREPARATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $247,132.0000 $247,132.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Cost Collection Item Unit Value: $247,132.0000 Value Code: a Period of Performance: 02/04/2003 thru 03/31/2004 Ship This Item Only To: See Attachment A120         , Quantity Ordered Scheduled Delivery Date 1 31-MAR-04

PURCHASE CONTOUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 5 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I TRUE MANUFACTURER 0005 1 EA 1034-3000-001(TS) VHA**10**364 BAM RECEIPT & TEST HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: bam for BV-6 Project CC shown above, VHA**10**364, is disregarded and Project CC VHA**10**093 is used in lieu thereof. Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Quantity Ordered            Scheduled Delivery Date

1ll-JUN-03 0006 2 EA 1034-9050-001 VHA**10**093 WIC HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: QA requirements do not apply to this line item. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Required Serial Numbers: TOOl, T002 Quantity Ordered            Scheduled Delivery Date 1 21-JUL-03 1 04-AUG-03

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 6 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I || TRUE MANUFACTURER 0007 2 EA 1034-9050-001 VHA**10**093 WIC HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: These WIC’s are scheduled to be delivered to VAFB by Boeing. QA requirements do not apply to this line item. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Required Serial Numbers: T003, T004 Quantity Ordered            Scheduled Delivery Date 204-AUG-03 0008 2 EA 1034-9050-001 VHA**10**093 WIC HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: These two WIC’s are scheduled to be delivered to RTS by Boeing. QA requirements do not apply to this line item. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Required Serial Numbers: T005, T006 Quantity Ordered            Scheduled Delivery Date 2 04-AUG-03

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 7 _of 180 ITEM QUANTITY DM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0009 1 EA 1034-3100-001 VHA**10**093 BOOSTER AVIONICS MODULE (OSC) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Dwg: 1034-3100-001 Dwg. Rev: Rev A            P/L: hal # 24 P/L Rev: SOW: D743-16366-1 SOW Rev: Rev B Item Note: bam for IFT-13b Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: ^F Required Serial Numbers: A001 Quantity Ordered            Scheduled Delivery Date 113-AUG-03 0010 4 EA 1034-9700-001 VHA**10**093 ELECTRONIC INTERFACE SIMULATOR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: ^F Quantity Ordered            Scheduled Delivery Date 113-AUG-03 114-AUG-03 115-AUG-03 1Ol-JUN-04 0011 1 EA 900-100114-001 VHA**10**093 OSC/OBV PIL EMULATOR — TACTICAL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: ^F Quantity Ordered            Scheduled Delivery Date 1 13-AUG-03

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 8 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I TRUE MANUFACTURER 0012 2 EA 900-100114-002 VHA**10**093 OSC/OBV PIL EMULATOR — TACTICAL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: f Quantity Ordered            Scheduled Delivery Date 1 13-AOG-03 1 14-AUG-03 0013 1 LT            VHAP1H03*040 CE LONG LEAD FOR ACCELERATED SCHEDULE ; HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: This line item value is reduced to $0 and all costs associated with this line are transferred to Line Item 0078 for definitization of CE. “Q” clauses are not applicable to this Line Item. Item Unit Value: $0.0000 Value Code: E Period of Performance: 09/08/2003 thru 05/28/2004 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 28-MAY-04

PUR CHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 9 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I || TRUE MANUFACTURER 0014 1 EA 1034-0050-001 VHA**10**093 IFT-13B BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Booster Stack for IFT-13b Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date

1 21-NOV-03 0015 1 EA 1034-3100-002 VHA**11**722 OSC BAM HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: bam for ift-isc Project CC shown above, VHA**11**722, is disregarded and Project CC VHA**10**093 is used in lieu thereof. Item Reference: Definitized Price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Quantity Ordered            Scheduled Delivery Date 1 21-NOV-03

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 10 of 180 ITEM QUANTITY UNI PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0016 1 EA 1034-0100-001 VHA**10**093 OSC BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Dwg: 1034-0100 Dwg. Rev: -1 p/|_: P/L Rev: Item Note: IFT-13c Booster Item Reference: Definitized Price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 / FREEFORM            SOWGBIR            Rev 00 Quantity Ordered            Scheduled Delivery Date 1 12-JAN-04 0017 1 LT            VHA**10**093 MECHANICAL PATHFINDER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Booster Stack for Mechanical Pathfinder Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 09-JAN-04

PURCHASE CONTRACT COMMUNICATION            PURCHASE CONTRACT: 101018 REVISION: 172 Page 11 of 180 UONI IN UAI ION ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I [I            TRUE MANUFACTURER 0018 0 EA            VH2**CO**064 9600-4077-003 OSC FLIGHT DATA PROCESSOR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Unit Value: Value Code: ^H PROPERTYPROPERTY ACCOUNTABILITY — GMD Rev 02/02 Quantity Ordered            Scheduled Delivery Date 0Ol-JUL-04 0019 1 EA 1034-3100-003 VHA**10**093 BAM HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: FT-1 Booster Avionics Module Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Quantity Ordered            Scheduled Delivery Date 1 30-JAN-04 0 30-JUN-04 0020 0 EA 1034-0100-002 VHA**10**093 BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: FT-l Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120         , Quantity Ordered Scheduled Delivery Date 0 27-FEB-04 0 30-JUL-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 p_age 12 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0021 0 EA 1034-0086-001 VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: IFT-14 and IFT-15 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 027-FEB-04 030-JUL-04 0022 0 EA 1034-0084-003 VHA**10**093 SHROUD INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: IFT-14 and IFT-15 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 0 27-FEB-04 0 30-JUL-04

purchase contract continuation purchase contract: 101018 revision: 172 Page 13 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0023 1 EA 1034-0082-003 VHA**10**093 PAM ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: IFT-14 and IFT-15 Item Reference: Def initized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 127-FEB-04 030-JUL-04 0024 0 EA 1034-0037-002 . VHA**10**093 TPS CLOSEOUT INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120         , Quantity Ordered Scheduled Delivery Date 0 30-JUL-04

PURCHASE CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 14 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I || TRUE MANUFACTURER 0025 1 EA 1034-0038-004 VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: FTl Item Reference: Def initized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: ^F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 27-FEB-04 0 30-JUL-04 0026 3 EA            VHA**10**093 DGT TESTING HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: “Non-Receivable” item, test support only. Supports IFT-13b, IFT-13c, and IFT-14. Item Reference: Def initized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 29-SEP-03 1 27-FEB-04
1 30-APR-04

PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 page 15 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I || TRUE MANUFACTURER 0027 1 LT            VHA**10**093 OSC SOLAR PARTS TESTING FOR GMD HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: This item is issued pursuant to the “Changes” Clause. Item Reference: Definitized price included in Line Item 0002. Item Unit Value: $0.0000 Value Code: F Period of Performance: 4/22/2004 through 8/31/2004 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 131-AUG-04 0028 1 EA            SK3625 VHA**10**093 BAM MECHANICAL PATHFINDER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in Line Item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered            Scheduled Delivery Date 1 17-DEC-02 0029 1 EA            VHA**10**093 BOOSTER STACK PATHFINDER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 13-NOV-02

PURCHASECONTRACT:101018REVISION:172Page16of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTION CUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICETRUEMANUFACTURER 00301EASK1034-0726-X1VHA10093GTMBOOSTERSTACKHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.00006757 84ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:^FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 121-APR-0400311EASK1034-3700-001VHA10093GTUBAMHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.000067 5784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:^FQuantityOrderedScheduledDeliveryDate 116-APR-0400323EAVHA10093BAMEMULATORUPGRADEHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.000067578 4ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:^FQuantityOrderedScheduledDeliveryDate 130-SEP-04129-OCT-04130-NOV-04

purchasecontract:101018revision: 172Page17of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIO RITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00333EAHA10093BOOSTERSTACKEMULATORUPGRADEHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784I temReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate 130-SEP-04129-OCT-04130-NOV-0400345EA1034-9681VHA10093CARRIAGEADAPTERHQ0006-01-C-0001/HQ0006-01-C-00 01DX-C9$0.0000$0.0000675784ItemNote:S/N’s0001,0002,0003,0004,0005 ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate 121-NOV-03128-JAN-04109-FEB-04121-APR-04115-JUN-04

PURCHASECONTRACT:101018REVISION:172Page18of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTION CUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 003520EA1034-9690VHA10093RACEWAYBRIDGEHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784Item Note:Usedinsetsoffour.5setsof4.20eachtotal.S//N’s8,12,13,19;1,3,5,9;2,4,15,7;6,10,11,15;7,16,18,20It emReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate 2014-OCT-0500365EA1034-9600VHA10093VERTICALLIFTSLINGHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0. 0000675784ItemNote:s/n’s 001,002,003,004,005ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:fQuantityOrderedScheduledDeliveryDate 213-NOV-02116-APR-04217-SEP-0400371EA1034-9631VHA10093VERTICALLIFTBEAMHQ0006-01-C-0001/HQ0006-01-C-0 001DX-C9$0.0000$0.0000675784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate113-NOV-02

PURCHASECONTRACT:101018REVISION:172Page19of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTION CUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00383EAVHA10093UMBILICALTESTKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784ItemReferen ce:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate 115-JAN-03124-FEB-03103-MAR-0300391EAVHA10093CHOCKSHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0 000675784ItemNote:SetoffiveItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate 110-MAY-0400401EA70004325-520VHA10093TRIPLEFILLBOX,LIMHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$ 0.0000675784ItemNote:Includescables,partnumber1034-3339-001ItemReference:DefinitizedpriceincludedinL ineItem0002ItemUnitValue:$0.0000ValueCode:fQuantityOrderedScheduledDeliveryDate 107-JUN-04

PURCHASECONTRACT:101018REVISION:172Page20of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORPINDESCRIPTION CUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00411EA1034-0001-001VHA10093OSCBV6BOOSTERSTACKHQ0006-01-O0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675 784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 103-JUL-0300421EA1034-0036-001VHA10093ORDNANCECLOSEOUTKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.00 00$0.0000675784ItemNote:KitforBV-6ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:^FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate103-JUL-03

purchasecontract:101018revision:172Page21of 180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGF UNDEDUNITPRICEFUNDEDEXTENDEDPRICE IIITRUEMANUFACTURER |00431EA1034-0034-001VHA10093SHROUDINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.00 00675784ItemNote:KitforBV-6ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 103-JUL-0300441EA1034-0032-001VHA10093PAMASSEMBLYKITHQ0006-01-C-0001/HQ0006-01-O0001DX-C9$0.0000$0.0 000675784ItemNote:KitforBV-6ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120r QuantityOrderedScheduledDeliveryDate103-JUL-03

PURCHASECONTRACT:101018REVISION:172page 22of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRAT INGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE |11TRUEMANUFACTURER |00451EA1034-0037-001VHA10093TPSCLOSEOUTKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.000067578 4ItemNote:KitforBV-6ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 103-JUL-0300462EA1034-0038-001VHA10093EMPLACEMENTCOMPONENTKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$ 0.0000$0.0000675784ItemNote:KitsforBV-6andIFT-13bItemReference:DefinitizedpriceincludedinLineItem000 2 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate103-JUL-03121-NOV-03

PURCHASECONTRACT:101018REVISION:172Pa qe23of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYR ATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE |11TRUEMANUFACTURER 00472EA1034-0086-001VHA10093ORDNANCECLOSEOUTINSTALLATIONHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.000 0$0.0000675784ItemNote:KitforIFT-13bandiFT-13cItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 121-NOV-03128-JAN-0400481EA1034-0084-001VHA10093SHROUDINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01-C-00 01DX-C9$0.0000$0.0000675784ItemNote:KitforIFT-13bItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate121-NOV-03PURCHASECONTRACT:101018REVISION:172 Page24o

f180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATING FUNDEDUNITPRICEFUNDEDEXTENDEDPRICE I||TRUEMANUFACTURER 00491EA1034-0082-001VHA10093PAMINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.000067 5784ItemNote:Kitfor!FT-l3bItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:^FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 121-NOV-0300501EA1034-0037-001VHA10093TPSCLOSEOUTKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0. 0000675784ItemNote:KitforiFT-l3bItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120r QuantityOrderedScheduledDeliveryDate121-NOV-03

PURCHASECONTRACT:101018REVISION:172Page25o f180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATING FUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00511EA1034-0084-002VHA10093SHROUDINSTALLATIONHQ0006-01-C-0001/HQ0006-01-O0001DX-C9$0.0000$0.0000675 784ItemNote:KitforIFT-13cItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 128-JAN-0300521EA1034-0082-002VHA10093PAMASSEMBLYINSTALLATIONHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$ 0.0000$0.0000675784ItemNote:KitforiFT-l3cItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate128-JAN-04

PURCHASECONTRACT:101018REVISION:172paqe26of180OONTINUAIION³ ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORPINDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUND EDUNITPRICEFUNDEDEXTENDEDPRICE I11TRUEMANUFACTURER 00531EA1034-0037-002VHA10093TPSCLOSEOUTINSTALLATIONHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0 000675784ItemNote:KitforIFT-13cItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 128-JAN-0400541EA1034-0038-003VHA10093EMPLACEMENTCOMPONENTSINSTALLATIONHQ0006-01-C-0001/HQ0006-01-C 0001DX-C9$0.0000$0.0000675784ItemNote:KitforIFT-13cItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 128-JAN-0400551EA1034-3600-001VHA10093AVIONICSASSEMBLYHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$ 0.0000675784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate115-SEP-05

PURCHASECONTRACT:101018REVISION:172Page27o f180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORPIUDESCRIPTIONCUSTOMER7PRIMECONTRACTNUMBERPRIORITYRATING FUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00560EA1034-0600-001VHA10093OBV-VEHICLEASSEMBLYHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.00006 75784ItemNote:BoosterStackforIDC-19andIDC-20 ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDateOriginalDeliveryDate 014-FEB-0614-OCT-05014-MAR-0614-NOV-0500570EA1034-0636-001VHA10093ORDNANCECLOSEOUTINSTALLATIONKITHQ0 006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784ItemReference:DefinitizedpriceincludedinLineI tem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDateOriginalDeliveryDate014-MAR-0614-OCT-05

PURCHASECONTRACT:101018REVISION:172Page28of180ITEMQUANTITYUNIPARTNUMBERPROJECTCCNVENDORPINDESCRIPTIO NCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00580EA1034-0634-001VHA10093SHROUDINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.000 0675784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDateOriginalDeliveryDate 014-FEB-0614-OCT-0500591EA1034-0632-001VHA10093PAMASSEMBLYINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01- C-0001DX-C9$0.0000$0.0000675784ItemNote:OBV24ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDateOriginalDeliveryDate114-FEB-0614-OCT-05

PURCHASECONTRACT:101018REVISION:172Page29of180i ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORPINDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUND EDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00600EA1034-0637-001VHA10093TPSCLOSEOUTINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$ 0.0000675784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDateOriginalDeliveryDate 014-MAR-0614-OCT-0500610EA1034-0638-001VHA10093EMPLACEMENTCOMPONENTSINSTALLATIONKITHQ0006-01-C-0001/ HQ0006-01-C-0001DX-C9$0.0000$0.0000675784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDateOriginalDeliveryDate 014-FEB-0614-OCT-05014-MAR-0614-NOV-0500620EA1034-3600-001VHA10093AVIONICSASSEMBLYHQ0006-01-C-0001/H Q0006-01-C-0001DX-C9$0.0000$0.0000675784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDateOriginalDate 015-FEB-0615-NOV-05

PURCHASECONTRACT:101018REVISION:172page 30of180ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRAT INGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER 00630EA1034-0600-001VHA10093OBV-VEHICLEASSEMBLYHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.00006 75784ItemNote:BoosterStacksforIFT-19andIFT-20. ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 015-DEC-05006-JAN-0600640EA1034-0636-001VHA10093ORDNANCECLOSEOUTINSTALLATIONKITHQ0006-01-C-0001/HQ00 06-01-C-0001DX-C9$0.0000$0.0000675784ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate015-DEC-05

CONTINUATIONPURCHASECONTRACT101018REVISION:172Page31of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER00650EA1034-0634-001VHA10093SHROUDINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784ItemNoteKitforIFT-19andIFT-20 ItemReferenceDefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate015-DEC-0500660EA1034-0632-001VHA10093 PAMASSEMBLYINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:Transferredtonewitem0298duetopartnumberchange. ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate015-DEC-05

^PURCONT.NUATON^ACTPURCHASECONTRACT:101018REVISION:172Page32of180 ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORPINDESCRIPTION CUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE 11TRUEMANUFACTURER|00670EA1034-0637-001VHA10093TPSCLOSEOUTINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate015-DEC-0500680EA1034-0638-001VHA10093 EMPLACEMENTCOMPONENTSINSTALLATIONKITHQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate015-DEC-05016-JAN-06

PURCHASECONTRACT:101018REVISION:172Page33of180CONIINUATiUNITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE
IIITRUEMANUFACTURER|00692EAVHA10093NON-TACTICALEQUIPMENTINSTALLKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784ItemNote:NTEKitsforIFT-21andIFT-25 ItemReference:DefinitizedpriceincludedinLineItem0002ItemUnitValue:$0.0000ValueCode:F ShipThisItemOnlyTo:SeeAttachmentA120QuantityOrderedScheduledDeliveryDate115-DEC-05 116-JAN-0600701EAVHA10093DD254SCGREVISIONORBITALSCIENCESCORPORATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:Itemincludes:DD254/SCGTraininganddevelopmentofOrbitalinternalSCGUsersGuide.User’sGuiderequi resfinalreviewandconcurrencebyBoeingSecurityRepresentative. QArequirementsdonotapplytothislineitem.ItemReference:DefinitizedpriceincludedinLineItem0002 ItemUnitValue:$0.0000ValueCode:FPeriodofPerformance:06/07/2004thru06/06/2005 ShipThisItemOnlyTo:SeeAttachmentA120iQuantityOrderedScheduledDeliveryDate106-JUN-05

CONTINUATIONPURCHASECONTRACT:101018REVISION:172Page34of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORPINDESCRIPTIONCUSTOMERPRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER00714EA1034-3600-001VHAEO088AVIONICSASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:BAMforLDC1,LDC3,LDC4,LDC5,LDC20 ItemReference:DefinitizedpriceincludedinLineItem0003 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate131-MAR-04130-APR-04 128-MAY-04130-JUN-04015-JUL-0400725EA1034-0600-001VHAEO088OBV-VEHICLEASSEMBLY HQOQ06-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:BoosterStackforTB-1(IDC-1),TB-2(IDC-2),TB-3(IDC-3),TB-4(IDC-4),TB-5(IDC-5),IDC-16,IDC-17,ID C-18ItemReference:DefinitizedpriceincludedinLineItem0003 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate 130-APR-04128-MAY-04130-JUN-04130-JUL-04116-AUG-04015-JUL-05015-AUG-05015-SEP-05

CONNUATIONPURCHASECONTRACT:101018REVISION:172page35of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTIONCUSTOMERPRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE I||TRUEMANUFACTURER|00735EA1034-0636-001VHAEO088ORDNANCECLOSEOUTINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitforTB-l(IDC-1),TB-2(IDC-2),TB-3(IDC-3),TB-4(IDC-4),TB-5(IDC-5) ItemReference:DefinitizedpriceincludedinLineItem0003 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate130-APR-04128-MAY-04130-JUN-04130-JUL-04116-AUG-04 015-JUL-05015-AUG-05015-SEP-05

ONTINUPURCHASECONTRACT101018REVISION172Page36of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORPINDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER00745EA1034-0634-001VHAEO088SHROUDINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitforTB-1(IDC-1),TB-2(IDC-2),TB-3(IDC-3),TB-4(IDC-4),TB-5(IDC-5) ItemReference:DefinitizedpriceincludedinLineItem0003 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate130-APR-04128-MAY-04130-JUN-04130-JUL-04116-AUG-04 015-JUL-05015-AUG-05015-SEP-05

CONTINUATIONPURCHASECONTRACT:101018REVISION:172page37of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORPINDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER00757EA1034-0632-001VHAEO088PAMASSEMBLYINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitforTB-1(\IDC-1),TB-2(IDC-2),TB-3(IDC-3),TB-4(IDC-4),TB-5(IDC-5),IDC-16,IDC-17,IDC-18 ItemReference:DefinitizedpriceincludedinLineItem0003 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate130-APR-04128-MAY-04130-JUN-04130-JUL-04116-AUG-04 1Ol-DEC-09122-DEC-09

CONTINUATIONPURCHASECONTRACT:101018REVISION:172Page38of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE IIITRUEMANUFACTURER|00767EA1034-0637-001VHAEO088TPSCLOSEOUTINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitforTB-1(IDC-1),TB-2(IDC-2),TB-3(IDC-3),TB-4(IDC-4),TB-5(IDC-5),IDC-16,\]IDC-17,IDC-18 ItemReference:DefinitizedpriceincludedinLineItem0003 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate130-APR-04128-MAY-04130-JUN-04130-JUL-04116-AUG-04 115-JUL-09115-SEP-09

PURCHASECONTRACT:101018REVISION:172Page39of180COUNIINUATIONITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTION CUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICETRUEMANUFACTURER |00775EA1034-0638-001VHAEO088EMPLACEMENTCOMPONENTSINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitforTB-\1(IDC-1),TB-2(IDC-2),TB-3(IDC-3),TB-4(IDC-4),TB-5(IDC-5),IDC-16,IDC-17,IDC-18 ItemReference:DefinitizedpriceincludedinLineItem0003
ItemUnitValue:$00000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate130-APR-04128-MAY-04130-JUN-04130-JUL-04116-AUG-04 015-JOL-05015-OG-05015-SEP-0500781LTVHAP1H03*040CAPABILITIESENHANCEMENT HQ0006-01-C-0001/HQ0006-01-C-001DX-C9$116,715,433.0000$116,715,433.0000675784 ItemNote:“Q“clausesarenotapplicabletothisLineItem.ItemReference:CostCollection ItemUnitValue:$124,630,331.0000ValueCode:APeriodofPerformance:02/04/2003thru07/31/2007 ShipThisItemOnlyTo:SeeAttachmentA120QuantityOrderedScheduledDeliveryDate129-JUL-05

purchasecontract:1010revision:172page40of180CONTINUATION ITEMQUANTITYUMPARTNUMBERPROJECTCCNVENDORP/NDESCRIPTION CUSTOME/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER007910EA1034-3600-001VHAP1H03*040AVIONICSASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:BAMforIDC-6,IDC-7,IDC-8,IDC-9,IDC-IO,IDC-11,IDC-12,IDC-13,IDC-14,IDC-15 ItemReference:DefinitizedpriceincludedinLineItem0078 ItemUnitValue:$0.0000ValueCode:FQuantityOrderedScheduledDeliveryDate116-AUG-04115-SEP-04 115-OCT-04115-NOV-04114-DEC-04114-JAN-05114-FEB-05114-MAR-05115-APR-05116-MAY-05

CONTINUATIONPURCHASECONTRACT:101018REVISION:172Page41of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER00806EA1034-0600-001VHAP1H03*040OBV-VEHICLEASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:BoosterStackforIDC-6,IDC-7,IDC-8,IDC-9,IDC-10,IDC-11,IDC-12,]IDC-13,IDC-14,IDC-15 ItemReference:DefinitizedpriceincludedinLineItem0078 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate115-SEP-04115-OCT-04115-NOV-04114-DEC-04114-JAN-05 114-FEB-05014-MAR-05015-APR-05016-MAY-05014-JON-05

CONTINUATIONPURCHASECONTRACT:101018REVISION:172PAGE42of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTION CUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICETRUEMANUFACTURE 008110EA1034-0636-001VHAP1H03*040ORDNANCECLOSEOUTINSTALLATIONKIT HQ0006-01-O0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitsforIDC-6,IDC-7,IDC-8,IDC-9,DC-10,IDC-11,IDC-12,IDC-13,IDC-14,IDC-15 ItemReference:DefinitizedpriceincludedinLineItem0078 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate115-SEP-04115-OCT-04115-NOV-04114-DEC-04114-JAN-05 114-FEB-05114-MAR-05115-APR-05116-MAY-05114-JUN-05

CONTINUATIONPURCHASECONTRACT:101018REVISION:172Page43of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTIONCUSTOMER/PRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE TRUEMANUFACTURER00825EA1034-0634-001VHAP1H03040SHROUDINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:Kitsforioc-6,ioc-7,IDC-8,ioc-9,idc-io ItemReference:DefinitizedpriceincludedinLineItem0078 ItemUnitValue:$0.0000ValueCode:fShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate115-SEP-04115-OCT-04115-NOV-04114-DEC-04114-JAN-05

CONTINUATIONPURCHASECONTRACT:101018REVISION172Page44of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTION CUSTOMERPRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICETRUEMANUFACTURER |008310EA1034-0632-001VHAP1H03*040PAMASSEMBLYINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitsforIDC-6,IDC-7,IDC-8,IDC-9,IDC-10,IDC-11,IDC-12,IDC-13,IDC-14,IDC-15 ItemReference:DefinitizedpriceincludedinLineItem0078 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate115-SEP-04115-OCT-04115-NOV-04114-DEC-04114-JAN-05 114-FEB-05114-MAR-05115-APR-05116-MAY-05114-JUN-05

CONTINUATIONPURCHASECONTRACT:101018REVISION:172Page45of180ITEMQUANTITYUMPARTNUMBERPROJECTCCN VENDORP/NDESCRIPTIONCUSTOMERPRIMECONTRACTNUMBERPRIORITYRATINGFUNDEDUNITPRICEFUNDEDEXTENDEDPRICE I||TRUEMANUFACTURE008410EA1034-0637-001VHAP1H03*040TPSCLOSEOUTINSTALLATIONKIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000675784 ItemNote:KitsforIDC-6,IDC-7,IDC-8,IDC-9,IDC-10,IDC-11,IDC-12,IDC-13,IDC-14,IDC-15 ItemReference:DefinitizedpriceincludedinLineItem0078 ItemUnitValue:$0.0000ValueCode:FShipThisItemOnlyTo:SeeAttachmentA120 QuantityOrderedScheduledDeliveryDate115-SEP-04115-OCT-04115-NOV-04114-DEC-04114-JAN-05 114-FEB-05114-MAR-05115-APR-05116-MAY-05114-JUN-05

7\ ffffffA/fS f            PURCHASE CONTRACT            PURCHASE CONTRACT: 101018 REVISION: 172 Page 46 of 180 \£j L _mrmfm?wfv** continuation ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE FUNDED EXTENDED UM            PART NUMBER            PRICE VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0085 6 EA 1034 0638 001 VHAP1H03*040 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: Kits for IDC 6, IDC 7, IDC 8, IDC 9, IDC 10, IDC 11, IDC 12, IDC 13, IDC 14, IDC 15 Item Reference: Definitized price included in Line Item 0078 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 115 SEP 04 115 OCT 04 115 NOV 04 114 DEC 04 114 JAN 05 114 FEB 05 014 MAR 05 015 APR 05 016 MAY 05 014 JUN 05 0086 1 EA            VHA**10**093 1034 9622 OSC TELEMETRY TEST HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in Line Item 0002.
Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 | Quantity Ordered            Scheduled Delivery Date | 1 09 JUL 04

(7\ JfJJffJU’fS” PURCHASE CONTRACT \£j L _*rmv^rfWMr continuation PURCHASE CONTRACT: 101018 REVISION: 172 Page 47 o f 180 ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE UM            FUNDED EXTENDED PART NUMBER VENDOR PIN            PRICE DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0087 1 EA            VHA**10**093 3.9.2 OSC            DVT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Definitized price included in Line Item 0002. Item Unit Value: $0.0000 Value Code: F Period of Performance: 07/06/2004 thru 08/31/2004 Ship This Item Only To: See Attachment A120 | Quantity Ordered            Scheduled Delivery Date | 1 31 AUG 04 0088 1 LT            VHACP12**112 OSC CAPABILITY ENHANCEMENTS II PROPOSAL PREPARATIO HQ.0006 01 C 0001/HQ0006 01 C 0001 DX C9 $175,664.0000 $175,664.001 675784 Item Note: “Q” clauses are not applicable to this Line Item. ‘i Item Reference: Cost Collection Item Unit Value: $139,664.0000 Value Code: A Period of Performance: 05/05/2004 thru 09/30/04 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 30 SEP 04

(7\ PURCHASE CONTRACT: 101018 REVISION: 172 Page 48 O f 180 £f£tffA/£f’ : ‘ PURCHASE CONTRACT \/j L _mmm*m?*rwmr CONTINUATION ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE FUNDED UM            PART NUMBER            EXTENDED PRICE VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0089 I            LT            VHAC3PO**002 WBS 3.9.2 CAPABILITY ENHANCEMENT II LONG LEAD HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: This Line Item value is reduced to$0 and all costs associated with this Line Item are transferred to Line Item 0102 for definitization of CEII. “Q” clauses are not applicable to this Line Item. Item Reference: This Line Item value is reduced to $0 Item Unit Value: $0.0000 Value Code: E Period of Performance: 06/09/2004 thru 09/30/2004 Ship This Item Only To: See Attachment A120 | Quantity Ordered            Scheduled } Delivery Date } | 1 30 SEP 04 0090 8 EA 1034 9606 002 VHA**10**093 YOKE REDESIGN HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Definitized $686,502 included in line item 0002 Item Unit Value: $0.0000 Value Code: G Quantity Ordered            Scheduled Delivery Date 8 28 FEB 05

r/\ PURCHASE CONTRACT: 101018 REVISION: 172 Page 49 o f 180 fr£7ffA/£r’ PURCHASE CONTRACT ^> ^"^ CONTINUATION | | | ITEM            QUANTITY } PROJECT CCN FUNDED UNIT PRICE { UM } FUNDED EXTENDED PRICE PART NUMBER VENDOR P/N } DESCRIPTION CUSTOMER / PRIME CONTRACT } NUMBER } PRIORITY RATING TRUE MANUFACTURER } | | | 0091 1 LT            VHA**EO**088 HQ0006 01 C 0001/H 675784 OSC SUPPORT AT            ELY $210,118.0000 $210,118.0000 FT. GRE Q0006 01 C 0001 DX C9 Item Note: “Q” clauses are not applicable to this Line Item. Item Unit Value: $210,118.0000 Value Code: h Period of Performance: 09/01/2004 10/08/2004 Ship This Item Only To: See Attachment A120         , FREEFORM SOW            INTEGRATION SUPPORT (6) Rev 00 Quantity Ordered            Scheduled Delivery Date 1 08 OCT 04 0092 1 EA 1034 9700 001 VHA**10**093 ELECTRONIC INTERFACE SIMULATOR HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered 1 Scheduled Delivery Date 28 FEB 05

//*\ Jff9ffA/fS’’ PURCHASE CONTRACT \/^ f**"^"**^ CONTINUATION            PURCHASE CONTRACT: 101018 REVISION: 172 Page 50 of 180 | | | ITEM            QUANTITY } PROJECT CCN FUNDED UNIT PRICE FUNDED EXTENDED PRICE { UM } PART NUMBER VENDOR PIN } { DESCRIPTION } CUSTOMER / PRIME CONTRACT } NUMBER } PRIORITY RATING TRUE } MANUFACTURER } | | | 0093 1 LT            VHA**EO**088 OSC SUPPORT AT FORT GREELY            GBI INTEGRATION HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Def initized price included in Item 0003 Item Unit Value: $0.0000 Value Code: F Period of Performance: 09/03/04 thru 10/31/2004 Ship This Item Only To: See Attachment A120 FREEFORMSOW            INTEGRATION SUPPORT (4) Rev 00 Quantity Ordered            Scheduled Delivery Date 129 OCT 04 0094 1 EA            P16M 22 116 VHA**10**093 TVC SIMULATOR, STAGE 1 HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: f | Quantity Ordered            Scheduled Delivery Date | 1 30 AUG 04 0095 2 EA 1034 0880 001 VHA**10**093 NTE KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized $3,504,766 included in item 0002 Item Unit Value: $0,        ,0000 Value Code: G Quantity Ordered            Scheduled Delivery Date            Original Delivery Date 2 15 MAR 06 15 NOV 05

(7^ £f£Jff/V£5’’ PURCHASE CONTRACT PURCHASE CONTRACT: 1 f)1 fll R REVISION: 177 o™.___SI «« 1 Rfl ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE FUNDED EXTENDED UM            PART NUMBER            PRICE VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0096 1 EA            VHA**HO**040 N/A            OSC SUPPORT TO FT. GREELY HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $50,802.0000 $50,802.0000 575784 Item Reference: Not To Exceed $50,802 Item Unit Value: $50,802.0000 Value Code: c Period of Performance: 10/13/2004 thru 11/08/2004 Ship This Item Only To: See Attachment A120 FREEFORM            SOW            INTEGRATION SUPPORT (3) Rev 00 Quantity Ordered            Scheduled Delivery Date 1 08 NOV 04 0097 2 EA 1034 1014 003 VHA**10**093 TPS BOOT ASSEMBLY HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 2 20 OCT 04

(T^&UJE/AMF 1 “cON nNUATION* 01 PURCHASE CONTRACT: 101018 REVISION: 172 p age 52 of 180 ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE FUNDED EXTENDED UM            PART NUMBER            PRICE VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0098 2 EA 1034 1014 004 VHA**10**093 TPS BOOT ASSEMBLY HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in Line Item 0002
Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered 2 Scheduled Delivery Date 20 OCT 04 0099 1 EA 1034 9600 002 VHA**10**093 REPAIR PER NC00200609 VLS (VERTICAL LIFTING SLING) HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 Item Reference: Def initzed price included in Line Item 0002 Item Unit Value: $0. .0000 Value Code: F | Quantity Ordered            Scheduled } Delivery Date } | 1 10 DEC 04 0100 1 EA            VHA**10**093 NO HARDWARE            SURV STUDY/WBS 2.6 CLIN 0101 ENGINEER SUPPORT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Def initized Price included in item 0002 Item Unit Value: $0.0000 Value Code: F Period of Performance: 12/1/2004 02/28/2005 | Quantity Ordered            Scheduled } Delivery Date } | 1 28 FEB 05

(7\ PURCHASE CONTRACT: 101018 REVISION: 172 Page 53 O f 180 fffWfjr/i/fS’ PURCHASE CONTRACT /> ^^ CONTINUATION | | | | | ITEM } QUANTITY } PROJECT CCN FUNDED UNIT PRICE } { UM            PART NUMBER VENDOR P/N }{ FUNDED EXTENDED PRICE } { . } DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER } { PRIORITY RATING TRUE MANUFACTURER } | | | | | 0101 1 EA            OSC EXTENDED DATA            VHA**10**093 SO. HQ0006 01 C 0001/HQ0006 01 O0001 675784 REVIEW DX C9 0000 $0.0000 Item Reference: Definitized $5,165,975 include initem 0002 Item Unit Value: $0. ,0000 Value Code: G Period of Performance: 02/2005 06/2006 | Quantity Ordered            Scheduled } Delivery Date } | 1 30 JUN 06 0102 0 EA            VHAC3PO**002 TACTICAL VEHICLES CE II HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: This item was transferred to new items 0198 thru 0204 Item Unit Value: $0. .0000 Value Code: G Quantity Ordered            Scheduled Delivery Date 0 12 JAN 06 0 10 FEB 06 0 10 MAR 06 0 10 APR 06 0 12 APR 06 0 10 MAY 06 0 ll MAY 06 0 09 JUN 06 0 12 JUN 06 0 10 JUL 06

(7\ ftffffJUffS’ PURCHASE CONTRACT /> ^^ CONTINUATION            PURCHASE CONTRACT: 101018 REVISION: 172 Page 54 O f 180 ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE FUNDED EXTENDED UM            PART NUMBER            PRICE VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0103 1 LT            VHAC3PO**002 TACTICAL VEHICLES            CE II HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $76,074,129 0000 $76,074,129 0000 675784 Item Reference: Cost Collection item Unit Value: $81, 832, 905.0000 Value Code: A | Quantity Ordered            Scheduled } Delivery Date } | 1 12 JAN 06 0104 1 EA            VHA**MO**002 SAASM GPS HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $3,750,000.0000 $3,750,000.0000 675784 Item Reference: Definitized $2,513,568 included in item 0104 Item Unit Value: $2,513,568.0000 Value Code: D Period of Performance: 11/09/2004 01/31/2006 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date      , 1 03 FEB 05 0105 3 EA            OSC TEST CABLES DX C9 $0.0000 VHA**10**093 $0.0000 1034 9578 001 HQ0006 01 C 0001/HQ0006 01 C 0001 675784 Item Reference: Price definitized under line item 0002 Item Unit Value: Value Code: A | Quantity Ordered            Scheduled Delivery } Date } | 3 16 MAY 05

(~J\ ftftffJfJU’fS’ PURCHASE CONTRACT (£^_&£JfJJVM7 CONTINUATION            PURCHASE CONTRACT: 101018 REVISION: 172 Page 55 of 180 | | | | | ITEM            QUANTITY            UM            PROJECT CCN FUNDED UNIT PRICE PART NUMBER VENDOR P/N            FUNDED EXTENDED PRICE DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER | | | | | 0106 3 EA            OSC TEST CABLES DX C9 VHA**10**093 1039 9137 001 $0.0000 HQ0006 01 C 0001/HQ0006 01 C 0001 $0.0000 675784 Item Reference: Price definitized under line item 0002 Item Unit Value: Value Code: A | Quantity Ordered            Scheduled } Delivery Date } | 3 15 APR 05 0107 1 EA            CE I I LOT 1 VHAC3PO**002 $0.0000 PM&P FAST TRACK EFFORT            HARDWARE HQ0006 01 C 0001/HQ0006 01 C 0001 MODIFICATIONS DX C9 675784 $0.0000 Item Reference: Definitized $1,150,327 included in item 0103 Item Unit Value: $1, 150, 327, .0000 Value Code: G Ship This Item Only To: See Attachment A120 See Attachment A120 | Quantity Ordered            Scheduled Delivery Date | 1 30 DEC 05 0108 1 EA            OSC MIL STD 1901A $0.0000 VHA**10**093 $0.0000 HQ0006 01 C 0001/HQ0006 01 C 0001 COMPLIANCE DX C9 675784 Item Reference: Definitized $97,960 included in line item 0002 Item Unit Value: $0. .0000 Value Code: Period of Performance: 05/01/2005 thru 06/30/2005 | Quantity Ordered            Scheduled } Delivery Date } | 1 30 JUN 05

(7^1 PURCHASE CONTRACT: 101018 REVISION: 172 Page 56 of 180 £ftJ£JJV£S’’ PURCHASE CONTRACT ^> ^^ CONTINUATION ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE UM            FUNDED EXTENDED PART NUMBER VENDOR P/N            PRICE DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0109 1 EA            OSC INTEGRATION & $0.0000 VHA**10**093 $0.0000 HSV IIF/GDIIL            TESTING SPT DX C9 HQ0006 01 C 0001/HQ0006 01 C 0001 675784 Item Reference: Definitized $2,155,821 included in item 0002 Item Unit Value: $2, 155, 821. .0000 Value Code: Period of Performance: 01/01/2005 thru 09/20/2006 | Quantity Ordered            Scheduled } Delivery Date } | 1 20 SEP 06 0110 1 EA            VHA**EO**088 GREELY/VAFB LDC INTEGRATION            OSC INTEGRATION & TESTING SPT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized $348,756 included in item 0003 Item Unit Value: $348,756. ,0000 Value Code: Period of Performance: 01/01/2005 thru 09/20/2006 | Quantity Ordered            Scheduled } Delivery Date } | 1 20 SEP 06 0111 1 EA            OSC INTEGRATION & \ $0.0000 /HA**HO**040 $0.0000 RTS/VAFB LAUNCH SITES            TESTING SPT DX C9 HQ0006 01 C 0001/HQ0006 01 C 0001 675784 Item Reference: Definitized $1,095,423 included in item 0078 Item Unit Value: $1, 095, 423. .0000 Value Code: Period of Performance: 01/01/2005 thru 09/20/2006 | Quantity Ordered            Scheduled Delivery } Date } | 1 20 SEP 06

(Aj9IT£JJV£?’ PURCHASE CONTRACT            PURCHASE CONTRACT: 101018 REVISION: 172 Page 57 of 180 CONTINUATION ITEM            QUANTITY            PROJECT CCN FUNDED UNIT PRICE FUNDED EXTENDED UM            PART NUMBER            PRICE VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING TRUE MANUFACTURER 0112 1 EA            OSC TPS UPGRADE DX C9 ^ $0.0000 /HA**10**093 $0.0000 SHROUD TPS ENHANCEMENT PROGRAM HQ0006 01 O0001/HQ0006 01 C 0001 675784 SOW: D744 214 75 SOW Rev: B Item Reference: Definitized $5,440,647 included in item 0002 Item Unit Value: $5,440, 647 .0000 Value Code: Period of Performance: 2/17/2005 thru 6/30/2005 | Quantity Ordered            Scheduled } Delivery Date } | l 30 JUN 05 0113 1 EA            OSC TPS UPGRADE $0.0000 VHA**HO**040 $0.0000 SHROUD TPS ENHANCEMENT PROGRAM            CLIN 0401 DX C9 HQ0006 01 C 0001/HQ0006 01 C 0001 675784 SOW: D744 214 75 SOW Rev. New Item Reference: This item has been combined with item 0112 Item Unit Value: $0. ,0000 Value Code: Period of Performance: 2/17/2005 thru 6/30/2005 Quantity Ordered            Scheduled Delivery Date 1 30 JUN 05 0114 1 EA            VHA**10**093 MRTF TASK 8 OSC SPECIAL INSTRUMENTATION HQ0006 01 C 0001/HQ0006 01 C 0001 ON IFT’S (GILSET 2) DX C9 675784 $0.0000 $0.0000 ouw: ixiKiro owvv i\ev; Item Reference: Definitized price included in item 0002 Item Unit Value: $0. .0000 Value Code: Period of Performance: 6/8/05 thru 9/30/07 | Quantity Ordered            Scheduled } Delivery Date } | 1 28 SEP 07

(T^afJfJJVIP* ^CONTINUATION^ PURCHASE CONTRACT: 101018 REVISION: 172 Paae 58 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0115 1 EA            VHA**10**093 MRTF TASK 13 OSC GTM NTE & SPECIAL INSTRUMENTATION HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: MRTF13 SOW Rev: Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/8/05 thru 9/30/06 Quantity Ordered            Scheduled Delivery Date 1 29 SEP 06 0116 1 EA            VHA**10**093 MRTF TASK 16 OSC MIL STD 1540B STUDY (GILSET #6) HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: MRTF 16 SOW Rev: Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/8/05 thru 9/30/06 Quantity Ordered            Scheduled Delivery Date 1 29 SEP 06 0117 1 EA            VHA**10**093 3.9.2 OSC PALLET TEST HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized $565,616 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 10 03 to 6/04 Quantity Ordered            Scheduled Delivery Date 1 23 JUN 04

(7^___£r£FJEMf£7’ ''“CONTINUATION* 01 purchase contract: i01018 revision: 172 Page 59 O f 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0118 1 EA            VHA**10**093 OSC SHROUD THERMAL SEPARATION TEST (T2 1) HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: sow T2 1 SOW Rev: Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/13/05 thru 9/30/05 Quantity Ordered            Scheduled Delivery Date 1 30 SEP 05 0119 1 EA            VHA**10**093 OSC CONVERT 14B TO HIFI GTM (T2 5) HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: sow T2 5 SOW Rev: Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/13/05 thru 9/30/06 Quantity Ordered            Scheduled Delivery Date 1 29 SEP 06 0120 1 EA            VHA**10**093 OBV SIMULATOR FIDELITY UPGRADE (NAV SETS) HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: sow T2 51 SOW Rev: Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/05 thru 9/30/06 Quantity Ordered            Scheduled Delivery Date 1 29 SEP 06

(rt/9MJEiMtF ™N?INU™or CT PURCHASE CONTRACT: 101018 REVISION: 172 Pag e 60 O f 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0121 1 EA            VHA**10**093 BIT AND ABORT SOFTWARE STUDY UPDATE RQRD DOCS HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784
SOW: SOW T2 52 SOW Rev: Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/05 thru 9/30/06 Quantity Ordered            Scheduled Delivery Date 1 29 SEP 06 0122 1 EA            VHA**10**093 OBV 3 MACH SWAP (DUAL FET MOD) HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784
SOW: SOW T2 54 SOW Rev: Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/05 thru 9/30/06 Quantity Ordered            Scheduled Delivery Date 1 29 SEP 06 0123 1 EA            VHA**10**093 FIELD SITE MOTOR INSPECTIONS HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: sow T2 55 SOW Rev: Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 6/14/05 thru 9/30/06 Quantity Ordered            Scheduled Delivery Date 1 29 SEP 06

BOEING            PURCHASE CONTRACT            PURCHASE CONTRACT: 101018 REVISION: 172 Page 61 of 180 CONTINUATION ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0124 1 EA            VHA**10**093 OSC-CR125 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: SOWCR125 SOW Rev: Item Reference: Definitized $508,526 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/05 thru 6/06 Quantity Ordered            Scheduled Delivery Date 123-JUN-06 0125 1 EA            VHA**10**093 T3-4 RQMTS, TEST PLANNING AND PROCEDURES MODS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-4) SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05 0126 1 EA            VHA**10**093 T3-9 OBV MIL-STD 1540 DELTA QUALIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-9) SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 62 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0127 1 EA            VHA**10**093 T3-12 SIMULATION UPGRADES HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-12) SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05 0128 1 EA            VHA**10**093 T3-15 MOTOR STATIC FIRE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-15) SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05 0129 1 EA            VHA**10**093 T3-20 GT-1 USING GTM-5 AT RTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-20) SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05

BOEING            PURCHASE CONTRACT            PURCHASE CONTRACT: 101018 REVISION: 172 Page 63 of 180 CONTINUATION . ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I TRUE MANUFACTURER | 0130 1 EA            VHA**10**093 T3-22 GT-2 USING GTM-5 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-22) SOW Rev: New Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05 0131 1 EA            VHA**10**093 T3-23 FT-2 FROM VAFB HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-23) SOW Rev: New Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 124-JUN-05 0132 1 EA            VHAP1H03*040 OSC MRTF T3-17 GTM NEED FOR VAFB HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-17) SOW Rev: New Item Reference: Definitized price included in item 0078 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 64 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0133 1 EA            VHAP1H03*040 OSC MRTF T3-18-GTM-4 (INERT MOTORS) FOR GDIL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T3-18) SOW Rev: New Item Reference: Definitized price included in item 0078 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05 0134 1 EA            VHA**10**093 PHASE 1 OSC PATHFINDER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: path1 SOW Rev: New Item Reference: Definitized $100,625 included in item 0002 Item Unit Value: $100,625.0000 Value Code: Period of Performance: 7/1/05 — 9/20/05 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05 0135 1 EA            VHA**10**093 PHASE 2 OSC — PATHFINDER PHASE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: PATH2 SOW Rev: New Item Reference: Definitized price included in item 0134 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/15/05 -9/30/05 Quantity Ordered            Scheduled Delivery Date 1 08-JUL-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 65 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0136 1 EA            VHA**10**093 OSC STEP CLAM TEST HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: D744-214-75 SOW Rev: A Item Reference: This item has been combined with item 0112 Item Unit Value: $0.0000 Value Code: Period of Performance: 7/15/05 — 12/01/05 Quantity Ordered            Scheduled Delivery Date 1 08-JUL-05 0137 1 EA            VHA**13**070 OSC SAFE & ARM DEVICES (PACSCI) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Undef initized $120,000 included in item 0137 Item Unit Value: $120,000.0000 Value Code: A Period of Performance: 7/15/05 — 10/31/05 Quantity Ordered            Scheduled Delivery Date 1 08-JUL-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 66 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I TRUE MANUFACTURER | 0138 1 EA            VHA**10**093 OSC TVC HYDRAULIC HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Seller shall provide onsite support, labor and parts associated with the Repair/Rework to the LDC-9 TVC hydraulic leak at Ft. Greely as documented in NCR # 00202929. Item Reference: Definitized $254,360 included in item 0002 Item Unit Value: $254,360.0000 Value Code: Period of Performance: 6/30/05 — 9/30/05 Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 23-JUN-05 0139 1 EA            VHAP1H03*040 1034-0634-002 OSC- CAPABILITY ENHANCEMENT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Kit for            IDC-11 Item Reference: Definitized price included in item 0078 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120         , Quantity Ordered Scheduled Delivery Date 1 14-OCT-05

BOEING PRUCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 67 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0140 1 EA            VHA**10**093 CORK REPAIR AT FT. GREELY LDC 1, 2 AND 6 CLIN0101 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Repair LDC 1, 2 & 6 per NCs 202696, 202728 and 202782 Item Reference: Definitized $93,057 included in item 0002 Item Unit Value: $93,057.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 22-AUG-05 0141 1 EA            VHA**10**093 PRE-STEP RAIN EROSION TESTING HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $57,490 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 22-AUG-05 0142 1 EA            VHA**10**093 DGT REPAIR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $10,993 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 9/15/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 08-SEP-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 68 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I II            TRUE MANUFACTURER | 0143 11 EA            VHA**13**199 GMD GBI PROCUREMENT OF NON-SAASM SIGI?S HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $694,327 included in item 0143 Item Unit Value: $694,327.0000 Value Code: Period of Performance: 9/16/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 11 09-SEP-05 0144 1 EA            VHA**10**093 T4-28 GDIL TESTING USING GTM-4 OSC MRTF T4 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T4-28 SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 22-AUG-05 0145 1 EA            VHA**10**093 T4-33 GTM-2 AT FGA            OSC MRTF T4 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T4-33 SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 29-AUG-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 69 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I II            TRUE MANUFACTURER | 0146 1 EA            VHA**10**093 T4-34 NTE FOR GDIL            OSC MRTF T4 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: T4-34 SOW Rev: New Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/29/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 129-AUG-05 0147 1 EA            VHA**10**093 OSC-MRTF T3 GTM INERT MOTOR REQUIREMENT CHANGE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Procurement of inert S/As, frangible rail set and frangible joints. Also includes additional charge to convert flight motors to inert. Applies to GTM-2 and GTM-3. Item Reference: Undefinitized $560,000 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 8/4/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 28-JUL-05 0148 1 EA            VHA**10**093 OSC CORP-LDC THREAT IMPLEMENTATION (ECP 168) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: LDCSOW SOW Rev: New Item Reference: Definitized $142,838 included in item 0002 Item Unit Value: $142,838.0000 Value Code: Period of Performance: 7/1/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 24-JUN-05

BOEING PURCHASE CONTRACT CONTINUATION CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 70 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE | || TRUE MANUFACTURER | 0149 1 EA            VHA**10**093 OSC PM&P PIND INITIAL AUTHORIZATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: PM&P/PIND SOW Rev: New Item Reference: Definitized $100,000 included in item 0002 Item Unit Value: $100,000.0000 Value Code: Period of Performance: 6/28/05 — 10/31/05 Quantity Ordered            Scheduled Delivery Date 1 21-JUN-05 0150 1 EA            VHA**10**093 ECU VOLTAGE TESTING HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Perform additional testing and gather test data in the current GMD silo configuration with power supply voltage increases to 80V. Evaluate data and provide assessment of increased voltage. Tests will be performed at 40V, 50V, 60V, 70V and 80V. Item Reference: Definitized $8,932 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 9/6/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 30-AUG-05

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 71 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I II            TRUE MANUFACTURER | 0151 1 EA            VHAP1H03*040 MRTF ? GSE FOR GTM 4 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Add to MRTF Task T3-18 for GTM-4: One (1) set of Vehicle support Chocks required for permanent storage of the vehicle. Chocks (1 set) — P/N 83344J00727 (2), 83344J00728 (1) and 83344J00729 (1). Item Reference: Undefinitized $35,459 included in item 0078 Item Unit Value: $0.0000 Value Code: Period of Performance: 9/19/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 12-SEP-05 0152 1 EA            VHA**10**093 MRTF ? GSE FOR GTM 2, 3 & 5 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: GSEGTM235 SOW Rev: New Item Reference: Undefinitized $256,452 included in item 0002 Item Unit Value: $0.0000 Value Code: Period of Performance: 9/19/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 12-SEP-05 0153 1 LT            VHA**10**093 LONG LEAD MATERIAL 4 OBVS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: This Line Item is superseded by Line Items 0158 through 0164 for the Boosters, BAMs and kits required for the four IFTs of CE2 Lot 2. Item Reference: Line Item superseded Item Unit Value: $0.0000 Value Code: Period of Performance: 11/17/05 — 5/01/06 Quantity Ordered            Scheduled Delivery Date 1 01-MAY-06

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 72 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE | || TRUE MANUFACTURER | 0154 1 EA            VHA**12**385 CRS-125 TEST EQUIPMENT REPAIR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: This test rack is used in the qualification and acceptance testing of the CR-125’s for both the OBV’s and BV+’s. This requires the return of the test rack back to full up condition with repairs to the signal generator and power supply and replaces the printer. Item Reference: Definitized $13,500 included in item 0002 Item Unit Value: $13,500.0000 ValueCode: Period of Performance: 01/15/2006 — 02/15/2006 Quantity Ordered            Scheduled Delivery Date 1 10-OCT-05 0155 1 EA            VHA**10**093 SHROUD TEST FOR 6 DOF HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Perform Shroud Test for 6 Degrees of Freedom Item Reference: Definitized $600,000 included in item 0002 Item Unit Value: $0.0000 ValueCode: Period of Performance: 10/5/05 — 9/30/07 Quantity Ordered            Scheduled Delivery Date 1 28-SEP-05 0156 1 EA            VHA**10**093 GTM ACCELERATION — REPLAN HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: OBV Producti            SOW Rev: 7/1/04 Item Reference: Definitized $2,449,423 included in item 0002 Item Unit Value: $2,449,423.0000 ValueCode: Period of Performance: 7/3/2004 — 2/28/2006 Quantity Ordered            Scheduled Delivery Date 1 28-FEB-06

BOEING PURCHASE CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 73 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I ............................... [I            TRUE MANUFACTURER 0157 1 EA 1034-3100-004-VEO-3674 VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: FT2 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 30-MAR-06 0158 2 EA 1034-0100-003 VHA**10**093 OSC BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV35, OBV36 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 02-FEB-09 1 28-SEP-09

BOEING PURCHASE CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 74 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0159 0 EA 1034-3800-001 VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: F Quantity Ordered            Scheduled Delivery Date 0Ol-MAY-07 0160 0 EA 1034-0632-001 VHA**10**093 1034-0632-001 PAM ASSEMBLY INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 030-JUL-07 0161 0 EA 1034-0636-001 VHA**10**093 1034-0636-001 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 0 Ol-MAY-07

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 75 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I TRUE MANUFACTURER | 0162 2 EA 1034-0637-001 VHA**10**093 1034-0637-001 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV34, OBV37 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: f Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 103-JUL-07 130-JUL-07 0163 0 EA 1034-0038-005 VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 0 Ol-MAY-07

BOEING PURCHASE CONTRACTCONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 76 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0164 0 EA 1034-0634-002 VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 0 Ol-MAY-07 0165 1 EA            VHA**WO**001 CE2 LOT 2 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $134,736,707.0000 $134,736,707.0000 675784 Item Note: “Q” clauses are not applicable to this Line Item. Item Reference: Cost collection item for CE2 Lot 2 LDCs clin 0411 Item Unit Value: $134,736,707.2100 Value Code: F Quantity Ordered            Scheduled Delivery Date — 1 Ol-MAY-07 0166 0 EA 1034-0600-001 VHA**WO**001 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 0 Ol-JUL-09

BOEING PURCHASE CONTRACT CONTINUATION^T PURCHASE CONTRACT: 101018 REVISION: 172 Page 77 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0167 0 EA 1034-3600-001 VHA**WO**001 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Quantity Ordered            Scheduled Delivery Date — 004-JAN-08 0168 0 EA 1034-0632-001’ VHA**WO**001 PAM ASSEMBLY INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 014-AUG-07 0169 0 EA 1034-0634-002 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date            Original Delivery Date —— — 0 10-JAN-08 07-JAN-08

^{BOEING PURCHASE CONTRACT CONTINUATION} PURCHASE CONTRACT: 101018 REVISION: 172 Page 78 of 180 CONTINUATION ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE [I            TRUE MANUFACTURER | 0170 0 EA 1034-0636-001 VHA**WO**001 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 007-JAN-08 0171 8 EA 1034-0637-001 VHA**WO**001 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV38 thru 40 and 43 thru OBV47 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 1 30-AUG-07 1 17-DEC-07 1 08-FEB-08 0 02-JAN-09 0 19-JAN-09 1 16-FEB-09 1 03-MAR-09 1 05-MAR-09 1 Ol-MAY-09 1 Ol-JUL-09

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 _Page 79 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE | II            TRUE MANUFACTURER | 0172 0 EA 1034-0638-001 VHA**WO**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 0 03-JAN-08 0173 1 EA            VHA**WO**001 PSE EQUIPMENT PROCUREMENT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: F Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 125-MAR-08 0174 1 EA 1034-0038-005 VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: FT2 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 1 17-APR-06

BOEING PURCHASE CONTRACT CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION 172 Page 80 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0175 1 EA            VHAP1H03*040 OBV-12 (LDC-7) CORK DAMAGE REPAIR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: Repair OBV12 (LDC7) per Nonconformance Record No. 00202102 Item Reference: Definitized price included in item 0078 Item Unit Value: $55,901.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 1 23-DEC-05 0176 1 EA 1034-0100-003 VHA**10**093 OSC BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 Item Note: FT-2 Quantity Ordered            Scheduled Delivery Date            Original Delivery Date —— — 1 03-APR-06 20-MAR-06 0177 3 EA 1034-9606-004 VHA**10**093 YOKE REDESIGN HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date            Original Delivery Date —— — 2 17-APR-06 1 30-MAY-06 08-JUN-06

BOEING PURCHASE CONTRACT CONTINUATION* PURCHASE CONTRACT: 101018 REVISION: 172 Page 81 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER I PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0178 3 EA 1034-9681-003 VHA**10**093 CARRIAGE ADAPTER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 117-APR-06 108-JUN-06 130-JUN-06 0179 12 EA 1034-9690-006 VHA**10**093 RACEWAY BRIDGE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 4 17-APR-06 4 08-JUN-06 4 30-JUN-06

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 82 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE | || TRUE MANUFACTURER | 0180 16 EA 1034-9604-003 VHA**10**093 SHOULDER BOLTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 417-APR-06 208-JUN-06 230-JUN-06 822-DEC-09 0181 12 EA 1034-9604-004 VHA**10**093 SHOULDER BOLTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 12 17-APR-06

BOEING            PURCHASE CONTRACT            PURCHASE CONTRACT: 101018 REVISION: 172 _Paqe 83 _of 180 CONTINUATION ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I [I            TRUE MANUFACTURER | 0182 0 EA 1034-0638-002 VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV25, 26 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 017-APR-06 0183 0 EA 1034-0600-004 VHA**10**093 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 0 17-JUL-07 0 04-APR-08

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 84 Of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I I) TRUE MANUFACTURER | 0184 2 EA 1034-0638-002 VHA**EO**088 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV21 thru 23 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 222-DEC-09 0185 2 EA 1034-0600-004 VHA**EO**088 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV21 thru 23 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 i Quantity Ordered            Scheduled Delivery Date — 2 17-APR-06

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 85 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0186 1 EA 1034-0600-002 VHAP1H03*040 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV17 Item Reference: Definitized price included in item 0078 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 1 17-APR-06 0187 4 EA 1034-0638-002 VHAP1H03*040 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV17 thru 20 Item Reference: Definitized price included in item 0078 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 4 17-APR-06

BOEING            PURCHASE CONTRACT CONTINUATION purchase contract: 101018 revision: 172 _Page 86 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I II            TRUE MANUFACTURER | 0188 3 EA 1034-0600-004 VHAP1H03*040 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV18 thru 20 Item Reference: Def initized price included in item 0078 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 317-APR-06 0189 0 EA 1034-0600-001 VHA**WO**001 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 0 03-NOV-09

BOEING            PURCHSE CONTRACT continuation purchase contract: 101018 revision: 172 page 87 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE | || TRUE MANUFACTURER | 0190 0 EA 1034-3600-001 VHA**WO**001 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: htsvl The Boeing Company P.O. Box 240002 499 Boeing Boulevard Huntsville      , AL 35824 Quantity Ordered            Scheduled Delivery Date — 003-AUG-09 0191 0 EA 1034-0632-001 VHA**WO**001 PAM ASSEMBLY INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 i Quantity Ordered            Scheduled Delivery Date — 0 03-AUG-09

BOEING PURCHASE CONTRACT ONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 page 88 of 180 ITEM            QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I [I            TRUE MANUFACTURER | 0192 0 Eh 1034-0634-002 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 003-AUG-09 0193 0 EA 1034-0636-001 VHA**WO**001 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 0 03-AUG-09

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 89 of 180 ITEM QUANTITY UNI PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I II            TRUE MANUFACTURER | 0194 4 EA 1034-0637-001 VHA**WO**001 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV48 thru OBV51 Item Reference: Def initized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 t Quantity Ordered            Scheduled Delivery Date — 103-AUG-09 1Ol-SEP-09 1Ol-OCT-09 103-NOV-09 0195 0 EA 1034-0638-001 VHA**WO**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date — 0 03-AUG-09

PURCONTINU™STCT PURCHASE CONTRACT: 101018 REVISION: 172 Page 90 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0196 0 EA 1034-0634-003 VHA**EO**088 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered            Scheduled Delivery Date 0 19-MAY-06 014-JUL-06 0197 4 EA 1034-0634-003 VHAP1H03*040 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV 17-20 Item Reference: Definitized price included in item 0078 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 r Quantity Ordered            Scheduled Delivery Date            Original Delivery Date 1 16-JUN-06 Ol-JUN-06 1 14-JUL-06 1 1 08-SEP-06

(7\j&£F£f/V£r’ ^CONTINUATION* 07 PURCHASE CONTRACT: 101018 REVISION: 172 Page 91 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I I TRUE MANUFACTURER 0198 0EA 1034-0600-004VHAC3PO**002 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Please return the original copy signed with yourQuantity Ordered Scheduled Delivery Date 030-AUG-07 01991EA 1034-3600-001VHAC3P0**002 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 • Item Note: OBV33 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 117-NOV-06 02005EA 1034-0632-001VHAC3PO**002 PAM ASSEMBLY INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV 28-32 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 522-DEC-09

CQ_JEP£7£’J’A/£r’^CONTINUATION^PURCHASE CONTRACT: 101018REVISION:172Page 92 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02010EA 1034-0634-002VHAC3P0**002 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered Scheduled Delivery Date 017-NOV-06 02020EA 1034-0636-001VHAC3P0**002 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered Scheduled Delivery Date 017-NOV-06

Q^BMFMFfJVMr*“CONTINUATION^ 01 PURCHASE CONTRACT: 101018REVISION:172Page 93 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02034EA 1034-0637-001VHAC3P0**002 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: obv 28 & 30- 32. Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered Scheduled Delivery Date 422-DEC-09 02044EA 1034-0638-002VHAC3P0**002 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: obv 28, 30,31, 32 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 See Attachment A120 Quantity Ordered Scheduled Delivery Date 422-DEC-09 02051LTVHA**10**093 OSC RAYON NOZZLE QUAL TESTING HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $4,438,947 included in Item 0002 Item Unit Value: $4,438,947.0000Value Code: Quantity Ordered Scheduled Delivery Date 102-OCT-06

(7^JSHFJEIAf£f’^CONTINUATION* 07 PURCHASE CONTRACT: 101018REVISION:172Page 94 of 180 ITEMQUANTITYUNIPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER 02061EA 1034-0100-005VHA**10**093 OSC BOOSTER STACK HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: obv 4 Item Reference: Def initized Price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1ll-MAY-06 02071EA 1034-0086-002VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: obv 4 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 110-MAY-06

(T^jEHFJEjFAfC’^CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 95 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I1 1 TRUE MANUFACTURER _| 02082EA 1034-0084-004VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: obv 4, obv 5 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 210-MAY-06 02091EA 1034-0037-003VHA**10**093 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: obv 4 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 110-MAY-06

(7j L Jlf£F£fAf£r*^CONTINUATION* 07 PURCHASE CONTRACT: 101018REVISION:172p a g e 96 of 180 ITEMQUANTITYUNIPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02101EA 1034-0082-004VHA**10**093 PAM ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV 5 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 110-MAY-06 02110EA 1034-0634-002VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 018-SEP-06

(T^SFtF^JAfi?’^CONTINUATION^ 7 PURCHASE CONTRACT: 101018REVISION:172p age 97 0 f 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE 1 1 TRUE MANUFACTURER 02120EA 1034-0800-002VHA**10**093 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675748 Item Note: ft-3 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 r Quantity Ordered Scheduled Delivery Date 024-JUL-06 02130EA 1034-0086-002VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: FT-3 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 024-AUG-06

(7jL_00dEWJV£r*^CONTINUATION^PURCHASE CONTRACT: 101018REVISION:172Page 98 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02140EA 1034-0084-004VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: ft-3 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 024-AUG-06 02150EA 1034-0037-003VHA**10**093 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 024-AUG-06

(jQJEFIFJEFAflr’’^“CONTINUATION^ 07 PURCHASE CONTRACT: 101018REVISION:172Page 99 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER 02160EA 1034-0082-004VHA**10**093 PAM ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 024-AUG-06 02170EA 1034-0038-004VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 024-AUG-06 02181EA 1034-3800-001VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: ft-3 Item Reference: Def initized price included in line item 0002 Item Unit Value: $0.0000ValueCode: Quantity Ordered Scheduled Delivery Date 124-AUG-06

Q\jEP£9£WJV£r’’ PUR C0NTINUATION ACT PURCHASE CONTRACT: 101018REVISION:172Page 100 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02192EAVHA**10**093 1034-9291-002CABLE ASSY, W9291 SIGI INJECTION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: QA clause Q073 is not applicable to this item and is deleted Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 231-JUL-06 02202EAVHA**10**093 1034-9031-003CONSOLE ASSEMBLY NAVIGATOR SIMULATOR HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: QA clause Q073 is not applicable to this item and is deleted Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 224-MAY-06 02211EA 1034-0086-003VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: obv- 5 Item Reference: Definitized price included in line item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 122-JUN-06

CQJBF£F£ r fAf£r’’^CONTINUATION^PURCHASE CONTRACT: 101018REVISION:172Page 101 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I1 1 TRUE MANUFACTURER 02221EAVHAC3P0**002 PROGRAM REALIGNMENT — ECP 265 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: Schedule impact (stretch) to CE2 Lot 1 caused by ECP 265/271/282 Realignment Item Reference: Undefinitized $3,978,727 included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 124-DEC-08 02231EA 1034-3600-003VHA**E0**088 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV21 & OBV22 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 110-AUG-06

(7j L _&0£WA/£r’’^“CONTINUATION*“PURCHASE CONTRACT: 101018REVISION:172Page 102 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE || TRUE MANUFACTURER 02241EA 1034-0600-004-VEO-3977VHA**10**093 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV24 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 110-AUG-06 02251EA 1034-9606-004VHA**10**093 YOKE REDESIGN HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 110-AUG-06

(7SJB£9JEJFAf£r*“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172p age 103 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02261EAVHA**10**093 OBJECTIVE CREDIT PROPOSAL HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized - -$21,435,472 included in item 0002 Item Unit Value: -$21,435,472.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 110-AUG-06 02271EAVHA**10**093 IFT 13C PATHFINDER HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $119,639 included in item 0002 Item Unit Value: $119,639.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1Ol-DEC-06 02281EAVHA**10**093 GTM TESTING AT GDIL HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $114,204 included in item 0002 Item Unit Value: $114,204.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1Ol-DEC-06

(f^JBf£9JEWAf£r’’“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 104 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER \| 02291EAVHA**10**093 10 MB HARDLINE TELEMETRY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Defitized $377,666 included in item 0002 Item Unit Value: $377,666.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 101-DEC-06 02301EAVHA**10**093 PMSP PHASE 1 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $1,307,924 included in item 0002 Item Unit Value: $1,307,924.0000ValueCode: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 101-DEC-06 02311EAVHA**10**093 HERITAGE CLASS 3 ACTION ITEMS HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $228,755 included in item 0002 Item Unit Value: $228,755.0000ValueCode: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1Ol-DEC-06

Q\B£W£fAf£r*’’“CONTINUATION* 07 PURCHASE CONTRACT: 101018REVISION:172Page 105 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER 02321EA 1034-0037-003VHA**10**093 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV5 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 114-AUG-06 02330EA 1034-3800-003VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 018-SEP-06 02341EA 1034-0836-001VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV23/FT3 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1Ol-DEC-06

(7\£f£7JErfAf£?’ PUR ,SJ™^M?-IlnS ACT PURCHASE CONTRACT: 101018REVISION:172Page 106 of 180 x_^""—CONTINUATION 3 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE |I I TRUE MANUFACTURER 02351EA 1034-0834-001VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV23/FT3 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 101-DEC-06 02361EAVHA**10**093 SILO OPERATIONS (MISSILE FIELD 1 TO 3) HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $125,746 included in item 0002 Item Unit Value: $125,746.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 118-SEP-06

(7S£7£F£Mf£r*’’"'CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 107 of 180 ITEMQUANTITYUNIPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER 02371EAVHA**10**093 INSENSITIVE MUNITIONS TESTS — ECP275 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $152,621 included in item 0002 Item Unit Value: $152,621.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 118-SEP-06 02381EA 1034-0800-001VHA**10**093 OBV -r VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: FT3/OBV23 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 129-SEP-06

(7\jSf£FJFJ r Af£f’’ PUR CONTINUATION ACT PURCHASE CONTRACT: 101018REVISION:172Page 108 of 180 ITEMQUANTITYUNIPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER 02391’EA 1034-0800-001-VEO-6578VHA**10**093 OBV — VEHICLE ASSEMBLY (W/ INERT MOTORS) HQ0006-01-C-0001/HQ0006-01-C-0001’DX-C9$0.0000$0.0000 675784 Item Note: OBV27 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 129-SEP-06 02401EA 1034-3600-004VHA**10**093 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV24 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 129-SEP-06 02411EA 1034-3600-004VHA**E0**088 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV22 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 129-SEP-06

(/QjBtlMrjr/Vi?’’^CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172 Pag e 109 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I TRUE MANUFACTURER 02421EA 1034-0600-004-VEO-4876VHAC3P0**002 OBV — VEHICLE ASSEMBLY (W/INERT MOTORS) HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: GTM4/OBV29 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 129-SEP-06 02430EA 1034-0834-001VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: FT4 (OBV26) and GTM3 (OBV27) . GTM3 Shroud Kit to be used for GBI Field Refurbishment. Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 017-JUL-07

(JQJEFMFEWJVijr* PUR cONTINUATION ACT PURCHASE CONTRACT: 101018REVISION:172Page 110 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE | [ TRUE MANUFACTURER 02441EAVHA**10**093 FLIGHT TERMINATION SYSTEMS CHANGE ECP 321 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: SOWFREQSOW Rev: Item Reference: Definitized $256,009 included in item 0002 Item Unit Value: $256,009.0000Value Code: Quantity Ordered Scheduled Delivery Date 128-FEB-07 02451EAVHA**10**093 DGT QUALIFICATION TESTING HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: n/aSOW Rev: Item Reference: Definitized $1,073,856 included in item 0002 Item Unit Value: $1,073,856.0000Value Code: Quantity Ordered Scheduled Delivery Date 129-SEP-06 02461EAVHA**10**093 GBI REFURBISHMENT ECP 313 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: sowgbirSOW Rev: Item Reference: Definitized $25,698,304 included in item 0002 Item Unit Value: $25,698,304.0000Value Code: Period of Performance: 6/16/06 thru 2/28/07 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 128-FEB-07

(7\j&£F£WAf£r*^“CONTINUATION* 07 PURCHASE CONTRACT: 101018REVISION:172Page 111 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02471EA 1034-0832-001VHA**E0**088 PAM ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV23 (FT3) Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 102-OCT-06 02481EAVHA**10**093 PROPOSAL PREP FOR ECP 271: CY 2008 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized $1,506,200 included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 124-OCT-06

(f^JBtiFJEFJFJVMr’^CONTINUATION^PURCHASE CONTRACT: 101018REVISION:172Page 112 of 180 ITEMQUANTITYUNIPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02491EAVHA**10**093 CR-125 QUALIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized $911,501 included in item 0002 Item Unit Value: $911,501.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 124-OCT-06 02505EA 1034-0837-001VHA**10**093 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV23, 25, 26, 35, 36 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 117-OCT-06 131-OCT-07 110-SEP-08 102-FEB-09 101-JUL-09

(?\Mf£F&JAf£r’^CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 113 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I1 1 TRUE MANUFACTURER 02515EA 1034-0838-001VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV23, 25, 26, 35, 36 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 123-AUG-07 131-OCT-07 10-SEP-08 22-DEC-09 02522EA 1034-0832-001VHA**10**093 PAM ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV35, 36 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 023-AUG-07 010-SEP-08 222-DEC-09

Qj^pHF^IAflf’^CONTINUATION^ 01 PURCHASE CONTRACT: 101018REVISION:172Page 114 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER 02531EA 1034-0634-004VHA**E0**088 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV22 Item Reference: Def initized price included in item 0003 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 122-DEC-09 02540EA 1034-0834-001VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 014-MAY-08

(7j^JBt£!FJErf/V£r’’“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172page 115 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02551EA 1034-0634-004VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV24 (GTM-2G) Shroud Kit to be used for GBI Field Refurbishment. Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 115-NOV-06 02566EA 1034-0634-004VHAC3P0**002 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV28 thru 33. OBV29 & 33 Shroud Kits to be diverted to GBI Field Refurbishment. Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 622-DEC-09

(7j^_£f£F£WAf£jr*^“CONTINUATION* 07 PURCHASE CONTRACT: 101018REVISION:172Page 116 of 180 ITEMQUANTITYUN!PART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I TRUE MANUFACTURER 02570EA 1034-0634-004VHA**W0**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitize’d price Included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 015-OCT-08 02580EA 1034-0636-002VHA**10**093 ORDNANCE KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 001-JUN-09

(7j^JBr£9JErfAf£?’’ PUR CwflNUATION ACT PURCHASE CONTRACT: 101018REVISION:172p age 117 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER 02592EA 1034-0836-001VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV35, 36 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 102-FEB-09 114-MAY-09 02602EA 1034-0636-002VHA**E0**088 ORDNANCE KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV21, 22 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 222-DEC-09

(jQ_JW£FJEMf£r*“CONTINUATION* 07 PURCHASE CONTRACT: 101018REVISION:172p age 118 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I1 1 TRUE MANUFACTURER 02612EA 1034-0636-002VHAC3P0**002 ORDNANCE KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: LDC21, 22 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 2ll-JUN-07 02620EA 1034-0636-002VHA**W0**001 ORDNANCE KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Ondefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 012-NOV-09 02634EAVHA**10**093 83364J00038-001CHOCKS — PART NUMBER IDENTIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 428-FEB-07

(f^tfOM-JFAfjEr* PUR CONTINUATION ACT PURCHASE CONTRACT: 101018REVISION:172Page 119 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER 02641EAVHA**10**093 83364J00073-001CHOCKS — PART NUMBER IDENTIFICATION HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 128-FEB-07 02651EAVHA**10**093 INSENSITIVE MUNITIONS TESTS-ECP275 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: IMP2SOW Rev: 10/31/06 Item Reference: Definitized $484,578 included in item 0002 Item Unit Value: $484,578.0000Value Code: Period of Performance: 10/31/2006 — 1/31/2007 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 131-JAN-07 02664EA 1034-9681-003VHA**10**093 CARRIAGE ADAPTER HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 422-DEC-09

Q\S£IJE£Af£f’’^“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 120 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER 02674EA 1034-9606-004VHA**10**093 YOKE REDESIGN HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 422-DEC-09 026816EA 1034-9690-006VHA**10**093 RACEWAY BRIDGE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1622-DEC-09 02698EA 1034-9604-003VHA**10**093 SHOULDER BOLTS HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undef initized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 r Quantity Ordered Scheduled Delivery Date 822-DEC-09

(7Sj£J£F£fJVJEr* PUR CONTINUATI0N ACT PURCHASE CONTRACT: 101018REVISION:172Page 121 of 180 ITEMQUANTITYUNIPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 027010EAVHA**W0**O01 1034-9681-003CARRIAGE ADAPTOR HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1020-NOV-09 027110EAVHA**W0**001 1034-9606-004YOKE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1020-NOV-09

(QJBtWMrjr/VMr*“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 122 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE |I I TRUE MANUFACTURER 027240EAVHA**W0**001 1034-9690-006RACEWAY BRIDGES HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 FREEFORMSOW EURN Rev 00 Quantity Ordered Scheduled Delivery Date 4020-NOV-09 027320EAVHA**W0**001 1034-9604-003SHOULDER BOLTS HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 2020-NOV-09

(7SjSF£FJEJA/£r*“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 123 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER 02742EA 1034-3800-002VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV26, OBV36 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 130-JAN-07 003-MAR-08 02-FEB-09 03-AUG-09 02752EA 1034-3600-006VHA**10**093 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: LDC22, LDC23 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 130-MAY-07 104-JUN-07 02760EA 1034-3600-006VHA**W0**001 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 006-JUL-09

(7\jB0JE-JFAf£f’’’“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172 Page 124 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02770EA 1034-3600-006VHA**W0**001 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 027-OCT-09 02783EA 1034-3600-006VHAC3P0**002 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV28, OBV30, OBV38 Item Reference: Def initized price included in item 0103 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 1Ol-MAR-07 108-MAY-07 1 22-DEC-09

(T^MfOMrfAfMr 1 ^“CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 125 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 027912EA 1034-0638-002VHA**W0**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV38-40, 43-51 Item Reference: Undefinitized price included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 130-AUG-07 117-DEC-07 108-FEB-08 019-JAN-0 9 609-OCT-09 3ll-DEC-09 02802EA 1034-0638-002VHA**10**093 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: ldc 22, 23 Item Reference: Undefinitized price included in item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery DateOriginal Delivery Date 103-JUL-0710-DEC-07 1 30-JUL-07

(7Sj3t£^^fjy£tr’^CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 126 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I| TRUE MANUFACTURER 02811EA 1034-0634-004VHA**E0**088 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: OBV21 Item Reference: Definitized price included in item 0003 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment Al20 r Quantity Ordered Scheduled Delivery Date 110-DEC-07 02821EAVHA**10**093 EARLY USE OF RAYON NOZZLES FOR LDC 18-20 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: SOW EURNSOW Rev: 11/29/06 Item Reference: Definitized $0 included item item 0002 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 130-JAN-07 02830EAVHA**10**093 OBV STAGE 1 NOZZLES QTY 15PROCUREMENT OF RAYON MAT. & LL TO REFURD SI NOZZLE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 Item Note: Transferred to item 0246 Quantity Ordered Scheduled Delivery Date 030-JAN-07

(7j L JEF£F£fAf£r’^CONTINUATION^ 1 PURCHASE CONTRACT: 101018REVISION:172Page 127 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I1 1 TRUE MANUFACTURER 02841EA 1034-3600-006-VEO-12545VHA**H0**040 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: LDC18 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Quantity Ordered . Scheduled Delivery Date 106-FEB-07 02851EA 1034-3600-002-VEO-11998VHA**HO**040 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: LDC19 Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000Value Code: Quantity Ordered Scheduled Delivery Date 112-FEB-07

Q^BtFJErfAFMr*^Continuation* 01 purchase contract: 101018revision: 172p age 128 0 f 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02865EA 1034-0600-005VHAC3P0**002 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 Item Note: LDC18-21 & Static Fire (OBV33) Item Reference: Definitized price included in item 0103 Item Unit Value: $0.0000 Va ue Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1Ol-MAR-07 123-APR-07 123-MAY-07 1ll-JUN-07 122-DEC-09 02871EAVHA**10**093 ECP 367 CLIN 101 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: SOW 24 ACC a SOW Rev: New and Item Note: CLIN 0101 24 Vehicle Acceleration and FT-3 BAM Conversion Item Reference: Definitized $984,598 included in item 0002 Item Unit Value: $984,598.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 102-MAR-07

(7\jEt£FM?fAf£r’ % ^CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 12 9 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I I TRUE MANUFACTURER 02881EAVHA**E0**088 ECP 367 CLIN 111 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784. SOW: sow 24 accSOW Rev: New Item Note: CLIN 0111 24 Vehicle Acceleration Item Reference: Definitized $0 included in item 0003 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 102-MAR-07 02891EAVHA**P0**002 ECP 367 CLIN 409 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: SOW 24 ACCSOW Rev: New Item Note: CLIN 0409 24 Vehicle Acceleration and PAN Nozzle Replacement Item Reference: Definitized $437,094 included in item 0103 Item Unit Value: $437,094.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 102-MAR-07

(7j^JBt£FJFjFJ¥£r"'^CONTINUATION* 01 PURCHASE CONTRACT: 101018REVISION:172Page 130 of 180 ITEMQUANTITYUMPART NUMBERPROJECT CCN VENDOR P/NDESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE II I TRUE MANUFACTURER 02901EAVHA**W0**001 ECP 367 CLIN 411 HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: SOW 24 ACCSOW Rev: New Item Note: CLIN 0411 24 Vehicle Acceleration Item Reference: Definitized $0 included in item 0165 Item Unit Value: $0.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 102-MAR-07 02911EAVHA**10**093 ECP 367 OBV 13 BAM REWORK HQ0006-01-C-0001/HQ0006-01-C-0001DX-C9$0.0000$0.0000 675784 SOW: sow 24 ACCSOW Rev: New Item Reference: Definitized $135,514 included in item 0002 Item Unit Value: $135,514.0000Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 102-MAR-07

BOEING            PURCHASE CONTRACT            PURCHASE CONTRACT: 101018 REVISION: 172 Page 131 of 180 CONTINUATION            ITEM QUANTITY UNI PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0292 0 EA            VHA**10**093 ECP 372 Rl PROCUREMENT OF RAYON MATERIAL FOR S1 HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: sow LLM15N            SOW Rev: 12/13/06 Item Note: Transferred to item 0246. Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 0 02 MAR 07 0293 1 EA            VHA**10**093 SPARESYL DEV AT OSC CLIN 101 HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: sows par SOW Rev: 1/24/07 Item Reference: Definitized $634,630 included in item 0002
Item Unit Value: $634,630.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 02 MAR 07

BOEING            PURCHASE CONTRACT            PURCHASE CONTRACT: 101018 REVISION: 172 Page 132 of 180 CONTINUATION            ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0294 1 EA            VHA**WO**001 SPARESYL DEVELOPMENT AT OSC HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: SOWSPAR            SOW Rev: 1/24/07 Item Note: clin 0411 Item Reference: Definitized $1,770,300 included in item 0165
Item Unit Value: $1,770,300.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 02 MAR 07 0295 2 EA 1034 0834 002 VHA**10**093 SHROUD INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV35, 36 Item Reference: Undefinitized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 02 FEB 09 1 17 JUN 09

BOEIN PURCHASE CONTRACT PURCHASE CONTRACT: 101018 REVISION: 172 _Page 133 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE            FUNDED EXTENDED PRICE TRUE MANUFACTURER 0296 2 EA 1034 0634 005 VHA**10**093 SHROUD INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV34, 37 Item Reference: Undefinitized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date 1 03 JUL 07 1 30 JUL 07

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 134 Of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0297 12 EA 1034 0634 005 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV38 thru 40 and 43 thru 51 Item Reference: Undefinitized price included in item 0165
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 30 AUG 07 1 17 DEC 07 0 10 DEC 07 1 08 FEB 08 0 16 FEB 09 0 ll FEB 09 1 05 MAR 09 1 16 MAR 09 1 26 MAR 09 1 27 MAR 09 1 25 MAR 09 1 16 APR 09 1 06 MAY 09 1 28 MAY 09 1 05 AUG 09

BOEING ‘“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 135 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I II TRUE MANUFACTURER | 0298 1 EA 1034 0832 001 VHA**10**093 PAM ASSEMBLY INSTALLATION HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV27 Item Reference: Def initized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 22 DEC 09 0299 2 EA 1034 0636 003 VHA**PO**002 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: LDC20, 21 Item Reference: Definitized price included in item 0103
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 30 MAY 07 1 ll JUN 07

(7\_£f£f£r/’/V£r’’ “‘“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 136 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE | || TRUE MANUFACTURER | 0300 12 EA 1034 0636 004 VHA**WO**001 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV38 40 and 43 51 Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 30 AUG 07 1 17 DEC 07 1 08 FEB 08 0 19 JAN 09 0 16 FEB 09 1 05 MAR 09 1 O1 APR 09 1 30 APR 09 1 Ol JUN 09 1 30 JUN 09 1 31 JUL 09 1 31 AUG 09 1 Ol OCT 09 1 29 OCT 09

^jytJJE/JVIF’’ “^CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 _Page 137 _of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0301 2 EA 1034 0636 004 VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: LDC22, 23 Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 03 JUL 07 1 30 JUL 07 0302 2 EA 1034 0600 006 VHA**10**093 OBV VEHICLE ASSEMBLY HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: LDC22, 23 Item Reference: Undefinitized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 10 JUL 07 1 30 JUL 07

(T^&tJJirJAfMr* ^CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 138 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER 0303 2 EA 1034 3600 008 VHA**WO**001 BOOSTER AVIONICS MODULE HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV34, OBV37 Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 106 JUL 07 107 FEB 08 028 MAR 08 030 MAY 08 025 JUN 08 022 JUL 08 007 OCT 08 017 NOV 08 013 JAN 09 016 MAR 09 0304 0 EA 1034 3600 008 VHA**WO**001 BOOSTER AVIONICS MODULE HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 0 15 MAY 09 0 15 JUL 09 0 14 SEP 09 0 25 NOV 09

(7^_£3£I£fAfi?’’ “‘“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 139 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I II TRUE MANUFACTURER | 0305 2 EA 1034 0632 002 VHA**10**093 PAM ASSEMBLY INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: LDC22, 23 Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 05 JUL 07 1 30 JUL 07

(7$jtf&JFJFAfiy” ^PUR5™™,,?? m^^ACT PURCHASE CONTRACT: 101018 REVISION: 172 Page 140 of 180 lt_,^— CON IINUAI \\Jv\ ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I II TRUE MANUFACTURER | 0306 12 EA 1034 0632 002 VHA**WO**001 PAM ASSEMBLY INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV38 40 and 43 51 Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 / Quantity Ordered Scheduled Delivery Date 1 30 AUG 07 1 17 DEC 07 0 21 JAN 08 1 08 FEB 08 0 16 FEB 09 0 25 FEB 09 1 05 MAR 09 1 16 MAR 09 1 26 MAR 09 1 27 MAR 09 1 16 APR 09 1 20 APR 09 1 20 MAY 09 1 28 MAY 09 1 19 AUG 09

(jQj&Mf^/Afir* “‘“CONTINUATION*⁰⁷ PURCHASE CONTRACT: 101018 REVISION: 172 _Page 141 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0307 1 EA 1034 3800 004 VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: FT 4 Item Reference: Def initized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 122 OCT 07 0308 3 EA 1034 0600 007 VHA**WO**001 OBV VEHICLE ASSEMBLY HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV38 thru OBV40 Item Reference: Def initized price included in item 0165
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 24 AUG 07 1 17 DEC 07 1 15 FEB 08 0 07 JUL 08 0 Ol AUG 08 0 27 AUG 08 0 12 NOV 08 0 17 DEC 08 0 16 FEB 09 0 16 APR 09

(7\_£f£f£rfAf£7’ ^“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 142 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0309 0 EA 1034 0600 007 VHA**WO**001 OBV VEHICLE ASSEMBLY HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 0 16 JUN 09 0 17 AUG 09 0 16 OCT 09 0 14 JAN 10 0310 1 EA 1034 0800 003 VHA**10**093 OBV VEHICLE ASSEMBLY HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: FT4 Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 31 OCT 07

(T^&tlJEIJViy* ''“cONTINUATON*⁰⁷ PURCHASE CONTRACT: 101018 REVISION: 172 _Page 143 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0311 2 EA 1034 0834 002 VHA**10**093 SHROUD INSTALLATION KIT HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: FT4 (OBV26) and GTM3 (OBV27) . GTM3 Shroud Kit to be used for GBI Field Refurbishment. Item Reference: Def initized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 31 OCT 07 1 22 DEC 09 0312 2 EA 1034 0836 002 VHA**10**093 ORDNANCE CLOSEOUT INSTALLATION HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: OBV26, OBV25 Item Reference: Def initized price included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 31 OCT 07 1 10 SEP 08

(7\jyffJE/JV£f’’ ^“CONTINUATION*⁰⁷ PURCHASE CONTRACT: 101018 REVISION: 172 Page 144 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE | II TRUE MANUFACTURER ~ | 0313 1 EA VHA**PO**002 INCREASE COST OF SPARESYL FOR CLIN 409 HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 SOW: sows par SOW Rev: 1/24/07 Item Reference: Definitized $272,354 included in item 0103
Item Unit Value: $272,354.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 27 AUG 07 0314 1 EA VHA**10**093 CE 0 EHF SUBSYSTEM DRAWING CHANGE HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: CE 0 EHF Subsystem drawing change, removal of hardware, development of a mass simulator and recurring costs for 18 simulators. Item Reference: Definitized $31,678 included in item 0002
Item Unit Value: $31,678.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 27 AUG 07

GQJBF&£’J/lf£F* ''“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 145 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0315 1 EA VHA**10**093 FAN FLY OUT WORK FROM ECP106 NEVER REIMBURSED HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Reference: Definitized $70,535 included in item 0002
Item Unit Value: $70,535.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 19 SEP 07 0316 1 LT VHA**14**998 ONE SET OF FOUR UMBILICAL CABLES HQ0006 01 C 0001/HQ0006 01 C 0001 DX C9 $0.0000 $0.0000 675784 Item Note: Fabricate one set of four Umbilical Cable samples. One sample each is to be manufactured from Orbital drawings 1034 9991 5, 1034 9988 5, 1034 9994 3 and 1034 9995 5. The samples shall be manufactured, representative of the identified section of cable, as indicated by J. R. Hudnall on marked up Orbital drawings 1034 9991 5, 1034 9988 5, 1034 9994 3 and 1034 9995 5. Each cable sample is to be 50 feet in length, less pigtails and connectors and built per TM8575 less test. Each sample is to contain all conductors, shields and cable over braids representative of the cross section of the indicated section of umbilical cable (main run of cable between pigtails and connectors). Item Reference: Undefinitized $50,000 included in item 0002
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 04 OCT 07

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 146 of 180

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

I TRUE MANUFACTURER |

0317 1 EA            VHA**10**093 CLIN 0102 COST COLLECTION ITEM FOR 2 STAGE DEV HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $36,408,134.0000 $36,408,134.0000

675784

Item Reference: Definitized $43,618,072 included in item 0317
Item Unit Value: $43,618,072.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

102-JAN-09 0318 1 EA 1034-0832-002 VHA**10**093 FTG-04 PAM KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: FTG-04

Item Reference: Def initized Price included in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 13-NOV-07

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 147 of 180 PURCHASE CONTRACT CONTINUATION

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0319 0 EA 1034-0638-003 VHA**10**093 EMPLACEMENT KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

0 26-MAR-09 0320 1 EA            VHA**10**093

FCDCA SERVICE LIFE EXTENSION TESTING

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: For 1034-0910 FCDCA, SIS and 1034-0911 FCDCA, FTS perform Age Surveillance Tests.

Test per 1034-0912 “Component Product Specification for Flexible Confined Detonating Cord Assemblies (FCDCA)” Section 4.2.2.3.3 Age Surveillance Test and Table 4-3 Age Surveillance Requirement. Test sufficient unit quantities to achieve 5 year requirement. For Stage 1 TVC EED, Orbital will revise the specifications, generate SLE analysis, and write test procedures for the EED SLE testing. Orbital will manage, status, and support SLE testing at subcontractor facilities for the performance of the SLE testing. Orbital shall prepare a final report analyzing the test results and provide an SLE recommendation for the EED.

Item Reference: Definitized $557,929 included in item 0002

Item Unit Value: $557,929.0000 Value Code:

Period of Performance: 7/12/2007 thru 12/31/2008 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date —

1 02-JAN-09

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 148 of 180

ITEM QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

I TRUE MANUFACTURER |

0321 0 EA 1034-3600-008 VHA**WO**001 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

0 14-JAN-10 0322 1 EA            VHA**QO**126 INCREASE BUDGET FOR RAM&T SUPPORT FOR ECP384-2 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $2,919,063.0000 $2,919,063.0000

675784

Item Reference: Definitized $2,997,553 included in item 0322

Item Unit Value: $2,997,553.0000 Value Code:

Period of Performance: 7/18/200/7- 10/10/2008

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 02-JAN-08

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 149 of 180

ITEM QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0323 0 EA 1034-3600-008 VHA**WO**001 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

010-FEB-10 023-MAR-10 003-MAY-10 021-JUN-10 026-JUL-10 003-SEP-10 0324 0 EA 1034-0600-007 VHA**WO**001 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

0 10-MAR-10 0 11-MAY-10 0 12-JUL-10 0 24-AUG-10 0 ll-OCT-10 0 13-DEC-10 0 08-FEB-ll

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 150 of 180

PURCHASE CONTRACT CONTINUATION

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

I II            TRUE MANUFACTURER

0325 7 EA 1034-0637-001 VHA**WO**001 TPS CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV52-58

Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 02-MAR-10 1 03-MAY-10 1 Ol-JUL-10 1 16-AUG-10 1 Ol-OCT-10 1 03-DEC-10 1 31-JAN-ll 0326 7 EA 1034-0632-002 VHA**WO**001

PAM ASSEMBLY INSTALLATION KIT

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV52-58

Item Reference: Definitized price            included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 02-MAR-10 1 03-MAY-10 1 Ol-JUL-10 1 16-AUG-10 1 Ol-OCT-10 1 03-DEC-10 1 31-JAN-ll

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 151 of 180

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0327 7 EA 1034-0638-003 VHA**WO**001 EMPLACEMENT KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV52-58

Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

110-MAR-10 1ll-MAY-10 112-JUL-10 124-AUG-10 1ll-OCT-10 113-DEC-10 108-FEB-ll 0328 7 EA 1034-0636-004 VHA**WO**001 ORDNANCE CLOSEOUT INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV52-58

Item Reference: Definitized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 02-MAR-10 1 03-MAY-10 1 Ol-JUL-10 1 16-AUG-10 1 Ol-OCT-10 1 03-DEC-10 1 31-JAN-ll

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 152 of 180

ITEM QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0329 7 EA 1034-0634-005 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV52-58

Item Reference: Def initized price included in item 0165
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 02-MAR-10 1 03-MAY-10 1 Ol-JUL-10 1 16-AUG-10 1 Ol-OCT-10 1 03-DEC-10 1 31-JAN-ll

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 153 of 180

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

I II            TRUE MANUFACTURER

0330 1 EA . VHA**10**093

AUTHORIZE ATK FOR SHIPPING ICC TO AMRDEC

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Seller shall direct ATK to provide propellant carton samples to the Aviation and

Missile Research, Development and Engineering Center (AMRDEC) Propulsion Laboratory located at Redstone Arsenal, Alabama. ATK is to ship all propellant carton samples (1/2 Gallon ICCs) poured from GMD propellant mixes to AMRDEC. This is for flight up through 89, with the exception of 82, 83 and 85. It does not include flight sets beyond 89. GMD does not require ATK to hold these samples for pre-launch testing. AMRDEC will provide funding for shipment of the samples. The shipment information is:

Transportation Officer

Explosive Storage Branch
Bldg. 8700

Redstone, Arsenal, AL. 35898
Attn: AMSRD-AMR-PS-S:

Mr. Jeremy Rice, 256-876-6077 or

Mr. Mike McDonald, 256-876-5783

Item Reference: Definitized $26,142 included in item 0002

Item Unit Value: $26,142.0000 Value Code:

Period of Performance: 9/12/07 thru 01/03/08 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 03-JAN-08

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Paqe 154 of 180

ITEM QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0331 1 EA            VHA**10**093 REDESIGN OF VSL TOOL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Seller is authorized to update drawings per Boeing proposed changes (Drawing Numbers 1034-9603 and 1034-9600).

Item Reference: Definitized $8,308 included in item 0002

Item Unit Value: $8,308.0000 Value Code:

Period of Performance: 09/07 thru 01/08 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

103-JAN-08 0332 1 EA            VHA**10**093 AUTHORIZE ORBITAL TO PURCHASE RECEIVERS FROM L3 TO HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Seller shall ATP the two CRDs, P/N 655200-7, Serial numbers 029 and 063 at

Cincinnati Electronics. The schedule objective for Orbital is to conduct the desired work in time to support a June 2008 ILC for the FTG-06. This change necessitates immediate action to support the ILC for FTG-06. The Acceptance Data Package should include a complete pedigree of the two CRDs. The period of performance for this effort is May 29, 2007 to Aug. 27, 2007.

Item Reference: Definitized $78,296 included in item 0002

Item Unit Value: $78,296.0000 Value Code:

Period of Performance: 7/31/2007 thru 11/30/2007

Ship This Item Only To: See Attachment A120

, Quantity Ordered Scheduled Delivery Date

1 30-NOV-07

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 155 of 180

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

I TRUE MANUFACTURER

0333 1 EA            VHA**AE**003 CONTRACTOR LOGISTICS SUPPORT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $784,470.0000 $784,470.0000

675784

Item Reference: Defintized $783,255 included in item 0333

Item Unit Value: $783,255.0000 Value Code:

Period of Performance: 1/1/08 — 12/31/08 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

102-JAN-09 0334 1 EA            VHA**WO**001 RFEA FOR MISSILE FIELD OPERATIONAL IMPACTS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $662,642 included in item 0165

Item Unit Value: $662,642.0000 Value Code:

Period of Performance: 10/2/07 — 12/31/07 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 02-JAN-08

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 156 of 180

ITEM QUANTITY UM PART NUMBER PROJECT CCN

VENDOR PIN DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0335 1 EA 1034-0800-002 VHA**10**093 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV25

Item Reference: Def initized price included in item 0002
Item Unit Value: $0.0000 Valu Code_:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

110-SEP-08 0336 1 EA 1034-3800-003 VHA**10**093 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: OBV25

Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date

1 07-AUG-08

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 157 of 180

ITEM QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER /PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0337 1 EA            VHA**QO**092 PROCUREMENT OF MACH2 EXCESS INVENTORY FROM ORBITAL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized $68,688 included in item 0322

Item Unit Value: $68,688.0000 Value Code:

Period of Performance: 12/19/2008 — 12/31/2010 Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 29-FEB-08 0338 1 EA            VHA**10**093

EIS-2 UPGRADE

HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Reference: Definitized price uncluded in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 03-MAR-08

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 158 of 180

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

I I            TRUE MANUFACTURER |

0339 1 EA 8050890-2 VHA**10**093 BOOSTER REFURBISHMENT — OBV HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Pluto (Rl)

Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

125-SEP-08 0340 1 EA 8050890-4 VHA**10**093 BOOSTER REFURBISHMENT — OBV HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Saturn (R2)

Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 17-NOV-08

BOEING PURCHASE CONTRACT CONTINUATION PURCHASE CONTRACT: 101018 REVISION: 172 Page 159 of 180

ITEM            QUANTITY UM PART NUMBER PROJECT CCN

VENDOR PIN DESCRIPTION

CUSTOMER (PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

TRUE MANUFACTURER

0341 2 EA 8050890-6 VHA**10**093 BOOSTER REFURBISHMENT — OBV HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Venus (R3), Mars (R4)

Item Reference: Def initized price included in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120

Quantity Ordered Scheduled Delivery Date

113-MAR-09 115-MAY-09 0342 1 EA 8050891-1 VHA**10**093 AVIONICS ASSEMBLY HQOOOe-Ol-C-OOOl/HQOOOe-Ol-C^-OOOl            DX-C9 $0.0000 $0.0000

675784

Item Note: Saturn (R2)

Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120

Quantity Ordered            Scheduled Delivery Date —

1 02-JUN-08

BOEING PURCHASE CONTRACT CONTINUATION purchase contract: 101018 revision: 172 Page 160 of 180

ITEM QUANTITY UM PART NUMBER PROJECT CCN

VENDOR P/N DESCRIPTION

CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING            FUNDED UNIT PRICE            FUNDED EXTENDED PRICE

| 11 TRUE MANUFACTURER |

0343 2 EA 8050891-2 VHA**10**093 AVIONICS ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000

675784

Item Note: Venus (R3) , Mars (R4)

Item Reference: Definitized price included in item 0002
Item Unit Value: $0.0000 Value Code:

Ship This Item Only To: See Attachment A120 Quantity Ordered            Scheduled Delivery Date —

1 12-DEC-08 1 ll-FEB-09 0 12-FEB-09

(T^JfflfJEJJVi?’’ ^“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 161 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE TRUE MANUFACTURER 0344 19 EA 1034-3600-009 VHA**WO**001 BOOSTER AVIONICS MODULE (BAM) HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV39 — OBV57 Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 / Quantity Ordered Scheduled Delivery Date 1 26-MAR-09 1 30-MAR-09 1 13-APR-09 1 22-APR-09 1 28-APR-09 1 14-MAY-09 1 08-JUN-09 1 23-JUL-09 1 27-JUL-09 1 15-SEP-09 1 22-SEP-09 1 03-FEB-lO 1 30-MAR-10 1 26-MAY-10 1 23-AUG-10 1 22-SEP-10 1 19-OCT-10 1 16-NOV-10 1 27-JAN-ll

(f^JSF&JEJAflf’* ^CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 162 _Of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0345 1 EA VHA**10**093 FTG-02 ADDITIONAL RANGE REQUIREMENTS AS DIRECTED HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $185,602 included in item 0002 Item Unit Value: $185,602.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 07-APR-08 0346 1 EA VHA**10**093 RFEA FOR FTG-03 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: ECP0397/CM19 SOW Rev: Item Reference: Definitized $676,631 included in item 0002 Item Unit Value: $676,631.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 16-MAY-08 0347 1 EA VH2**CO**064 9600-4077-005 ISTC FLIGHT DATA COMPUTER CONFIGURATION CHANGE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $89,979.0000 $89,979.0000 675784 Item Note: Costs shall be collected and reported separately under CLIN 0107. A Financial Report, Format 6, shall be submitted the month following delivery of the unit. Item Unit Value: $89,979.0000 Value Code: Quantity Ordered Scheduled Delivery Date 1 16-MAY-08

(7\J[f£t£jfAf£?’’ ^“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 163 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I II TRUE MANUFACTURER | 0348 1 EA VHA**10**093 BAN FULL MOTION TEST HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $92,106 included in item 0002 Item Unit Value: $92,106.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 09-MAY-08 0349 1 EA VHA**10**093 1034-9700-004 EIS UPGRADE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $0 included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 23-MAY-08

(T^&iSFJFJJViF’’ ^“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 164 _of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0350 1 EA VHA**QO**092 ONE SHOT SUPPORT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $450,000 included in item 0322 Item Unit Value: $450,000.0000 Value Code: Period of Performance: 1/7/2007 — 8/28/2008 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 28-AUG-08 0351 1 EA VHA**10**093 KV HOT FIRE SEPARATION TEST HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $620,102 included in item 0002 Item Unit Value: $620,102.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 23-DEC-08

Y7\_Jlf£f£fJV£7^{f PUR}CONTINUATION^ACT PURCHASE CONTRACT: 101018 REVISION: 172 _Page 165 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0352 18 EA 1034-0600-008(TS) VHA**WO**001 OBV — VEHICLE ASSEMBLY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41-58. (TS) Means Traceable by Serial Number — Boeing Use Only Item Reference: Definitized price included in item 0165 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 17-MAR-09 1 26-MAR-09 1 27-MAR-09 1 16-APR-09 1 06-MAY-09 1 08-JUN-09 1 04-SEP-09 1 30-OCT-09 1 02-APR-10 1 06-MAY-10 1 02-AUG-10 1 Ol-OCT-10 1 28-OCT-10 1 07-DEC-10 1 11-JAN-ll 1 04-FEB-ll 1 31-MAR-11

(7^_it0£JAf£f’ "'“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 166 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0353 1 EA 1034-0834-002 VHA**10**093 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV25 Item Reference: Def initized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 10-SEP-08 0354 1 EA VHA**WO**001 COST COLLECTION ITEM FOR CLIN 0411 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $54,424,131.0000 $54,424,131.0000 675784 Item Reference: Cost Collection Item for CLIN 0411 Item Unit Value: $220,205,648.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 ll-DEC-09

(7^_£r£7£/SV£F* ‘“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 167 _of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE | [I TRUE MANUFACTURER | 0355 1 EA VHA**10**093 AUTHORIZATION FOR DRAWING CHANGES FOR KIT DRAWINGS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: SSOW Rev 2 d SOW Rev: Item Reference: Definitized $134,528 in eluded in item 0002 Item Unit Value: $134,528.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-JUL-08 0356 1 EA VHA**WO**001 AUTHORIZATION FOR ORBITAL TO RESTRUCTURE KIT DRAWI HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: ssow Rev 2 d SOW Rev: Item Reference: Definitized ($106,128) included in item 0354 Item Unit Value: -$106,128.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 25-JUL-08

(jQ_JPI7£rJ^lAM7’^< ^CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 168 _of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0357 1 EA VHA**10**093 VAFB DELAYS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $13,234 included in item 0002

Item Unit Value: $13,234.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 22-AUG-08 0358 1 EA VHA**10**093 VAFB MAB DELAYS — CRANE, FIRE SUPPRESSION, FACILIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $99,799 included in item 0002
Item Unit Value: $99,799.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 22-AUG-08

(T^aH^MVI? ^CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 169 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0359 1 EA VHA**10**093 TASK Z TEB RSR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784

SOW: Task Z SOW Rev: 05/08/08 Item Reference: Definitized $203,008 included in item 0002 Item Unit Value: $203,008.0000 Value Code: Period of Performance: 5/8/08 — 9/30/08 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 02-SEP-08 0360 1 EA VHA**AE**003 TASK Z DE-EMPLACING AND EMPLACING HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784
SOW: Task Z SOW Rev: 05/08/Oe Item Reference: Definitized $9,483 included in item 0333 Item Unit Value: $9,483.0000 Value Code: Period of Performance: 5/8/08 — 9/30/08 Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 02-SEP-08

(T^JfaFJEJAflF* ^PURGONTINUATOr^CT PURCHASE CONTRACT: 101018 REVISION: 172 Page 170 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0361 1 EA VHA**10**093 DE-SCOPE OF EARTH ACTIVITY HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: ecp 434 SOW Rev: 8/12/08 Item Reference: Definitized $33,825 included in item 0002 Item Unit Value: $33,825.0000 Value Code: Period of Performance: 8/6/08 — 12/31/08 Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 02-SEP-08 0362 1 EA 1034-0832-005 VHA**10**093 PAM ASSEMBLY INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV25 Item Reference: Definitized price included in item 0002

Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 10-SEP-08

(T^JfO^JFAf/y ’’“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 171 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0363 1 EA VHA**AE**003 USER CALL FOR NOZZLE BAFFLE REPLACEMENT FOR OBV12 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $73,422 included in item 0333

Item Unit Value: $73,422.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Pate 1 19-SEP-08 0364 1 EA VHA**QO**126 RFEA FOR REACHBACK ECP390 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: ecp 390 SOW Rev: 9/11/07 Item Reference: Definitized $1,046,479 included in item 0322
Item Unit Value: $1,046,479.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 10-OCT-08

(7S &£f£JJV£F’ ^PUR™™,,^<??™S^ACT PURCHASE CONTRACT: 101018 REVISION: 172 p_aqe 172 of 180 jt_^j* OONI tNUAFION ³ ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0365 1 EA VHA**10**093 AUTHRORIZING ORBITAL FOR DEFENSE INFORMATION ASSUR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784

SOW: ECP395 SOW Rev: 10/2/08 Item Reference: Def initized $40,000 included in item 0002 Item Unit Value: $40,000.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 15-OCT-08 0366 1 EA VHA**10**093 1034-9823-001 (TEST UNIT) PROCUREMENT ENHANCED TELEMETRY TEST SETS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized $0 included in item 0002 Item Unit Value: $0.0000 Value Code: Quantity Ordered Scheduled Delivery Date 1 23-OCT-08 0367 1 EA VHA**10**093 1034-9835-001 (PROD UNIT) PROCUREMENT ENHANCED TELEMETRY TEST SETS HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Def initized $0 included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 , Quantity Ordered Scheduled Delivery Date 1 23-OCT-08

(T^iSflfflA/tf’’ ’’“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 p_age 173 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0368 1 EA ‘ VHA**AE**003 DESICCANT REPLACEMENT ON T801 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784

SOW: 246A-08 SOW Rev: 7/11/08 Item Reference: Definitized $120,871 included in item 0333 Item Unit Value: $120,871.0000 Value Code: Ship This Item Only To: See Attachment A120 / Quantity Ordered Scheduled Delivery Date 1 03-JUL-08 0369 1 EA VHA**AE**003 SUPPORT FOR THE AGING AND SURVEILLANCE TEST PLAN HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: None SOW Rev: A Item Reference: Definitized $119,583 included in item 0333 Item Unit Value: $119,583.0000 Value Code: Ship This Item Only To: See Attachment A120 / Quantity Ordered Scheduled Delivery Date 1 25-NOV-08

(/^JBFtfJEJ/Vfy’’ ^CONTINUATION*⁰⁷ PURCHASE CONTRACT: 101018 REVISION: 172 Page 174 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0370 1 EA VHA**AE**003 SRP TASKS FOR ORBITAL HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 SOW: 259-08 SOW Rev: 7/21/08 Item Reference: Definitized $129,101 included in item 0333 Item Unit Value: $129,101.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-NOV-08 0371 1 EA 1034-3800-005 VHA**10**093 BOOSTER AVIONICS MODULE HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV35 Item Reference: Definitized price included in item 0002 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 09-FEB-09

(T^JSF&JE/Af/Sr’ “CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 175 _of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I 11 TRUE MANUFACTURER | 0372 1 EA VHA**10**093 ACS SHIPPING CONTAINERS ECP-389 HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $50,566 included in item 0333 Item Unit Value: $50,566.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 Ol-OCT-09 0373 1 EA VHA**10**093 FTG-04 REPROCESSING EFFORT UTILIZING TASK Y HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $852,798 included in item 0002 Item Unit Value: $852,798.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 23-JAN-09 0374 1 EA VHA**AE**003 EFFORT FOR TASK-Y REPROCESSING HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $2,668 included in item 0333 Item Unit Value: $2,668.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 23-JAN-09

(7j &£JfJA/£f* ^PUR~™™,M?.i!^^CT PURCHASE CONTRACT: 101018 REVISION: 172 _Paqe 176 _of 180 jt^J*’” CONTINUA DON ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I II TRUE MANUFACTURER | 0375 1 EA VHA**10**093 SOLAR FLARE ADDITIONAL FUNDING HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Reference: Definitized $172,981 included in item 0317 Item Unit Value: $172,981.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 23-JAN-09 0376 2 EA 1034-0637-002 ‘ VHA**WO**001 TPS CLOSEOUT INSTL INTERCEPTOR HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Definitized price included in item 0354 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 25-JUN-09

(7^MfiffIAf£f’ "'“rnMT.w^n^⁰¹ I P^URCHASE CONTRACT: 101018 I REVISION: 172 I Page 177 _Of 180 jt^,^— OwN I INUAl IUN ** ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0377 2 EA 1034-0638-500 VHA**WO**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 ^! Item Reference: Def initized price included in item 0354

Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 25-JUN-09 0378 2 EA 1034-0638-600 VHA**WO**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Def initized price included in item 0354
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 / Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 26-MAY-09

(7\£f£F£Z/JV£F* ^“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 p_age 178 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR P/N DESCRIPTION CUSTOMER/PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I [I TRUE MANUFACTURER | 0379 2 EA 1034-0638-700 VHA**WO**001 EMPLACEMENT COMPONENTS INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Def initized price included in item 0354 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 25-JUN-09 0380 2 EA 1034-0634-006 VHA**WO**001 SHROUD INSTALLATION KIT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Definitized price included in item 0354 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 25-JUN-09

(T^Mf/JfJA/if* ’’"'CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 Page 179 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE I || TRUE MANUFACTURER | 0381 2 EA 1034-0636-005 VHA**WO**001 ORDNANCE CLOSE-OUT HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Definitized price included in item 0354 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 25-JUN-09 0382 2 EA 1034-0632-005 VHA**WO**001 PAM INSTALLATION HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Definitized price included in item 0354 Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 25-JUN-09

(jQ_&£HEM/iSr* ‘“CONTINUATION*⁰¹ PURCHASE CONTRACT: 101018 REVISION: 172 _Page 180 of 180 ITEM QUANTITY UM PART NUMBER PROJECT CCN VENDOR PIN DESCRIPTION CUSTOMER / PRIME CONTRACT NUMBER PRIORITY RATING FUNDED UNIT PRICE FUNDED EXTENDED PRICE

TRUE MANUFACTURER 0383 4 EA A30334-1 VHA**WO**001 PIN, FAIRING THRUSTER HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Def initized price included in item 0354

Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 2 25-FEB-09 2 25-JUN-09 0384 2 EA 1034-0640-001 VHA**WO**001 UMBILICAL KIT, LDC HQ0006-01-C-0001/HQ0006-01-C-0001 DX-C9 $0.0000 $0.0000 675784 Item Note: OBV41, OBV42 Item Reference: Definitized price included in item 0354
Item Unit Value: $0.0000 Value Code: Ship This Item Only To: See Attachment A120 Quantity Ordered Scheduled Delivery Date 1 25-FEB-09 1 25-JUN-09

EX-10.24

Exhibit 10.24

Portions of this Exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. as amended. Omissions are designated as SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, 1. REQUI            SITION NO. PAGE 1 OF 151 & 30 —— — APP            ROVED - -— — 2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER. NO. 5. SOUC            ATION NO. SUE DATE NNJ09GA02B 7. FOR SOLICITATION 7a. NAME Craig Burridge 7b. TELE (281)4 IONENQ. ALTIME : INFORMATION CALL 13-2501 —— —— —— —— — 9. ISSUED BY            CODE            BG 10. THIS ACQUISITION IS UNRESTRICTED OR NAICS: 481212 DATE NASA-Johnson Space Center ISS Procurement Office/BG 2101 NASA Pkwy Houston, TX 77058 SMALL BUSINESSHUBZONE SMALL BUS.S ERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS 8(A) EMERGING SMALL BUSINESS SIZE STANDARD: 1500 — 11. DELIVERY FOR 12. DISCOUNT TERMS 13a. THIS CONTRACT IS A            RATED ORDER UNDER DPAS (15 CFR 13b. RATING FOB DESTINATION            Net 30 700) DO-C9 UNLESS BLOCK IS MARKED SEE SCHEDULE — 14. METHOD OF SOLICITATION RFQ ] RFP ^IFB —— — 15. DELIVER TO            CODE 16. ADMINISTERED BY ^CODE NASA- Johnson Space Center            NASA-Johnson Space Center Attn: Craig Burridge/BG            Attn: Craig Burridge/BG 2101 NASA Pkwy 2101 NASA Pkwy Houston, TX 77058 Houston, TX 77058 —— — 17a. CONTRACTOR/ 9X711 101916062 —— — OFFEROR            CODE FACILITY CODE Orbital Sciences Corporation 21839 Atlantic Boulevard Dulles, VA 20166 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER — 1 8a. PAYMENT WILL BE MADE BY            LF CODE —— — NASA-Johnson Space Center Financial Management Division/LF 2101 NASA Pkwy Houston, TX 77058 — 18b. SUBMIT INVOICES TO ADDRESS SHOW ^see IN BLOCK 18a UNLESS BLOCK ON RIGHT IS            I ADDENDUM CHECKED —— — 19. 20. SCHEDULE OF SUPPLIES/SERVICES 21. QUANTITY 22. 23. UNIT PRICE 24. AMOUNT ITEM NO. UNIT —— —— —— —— —— — See Schedule I.A.4 — 25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (Govt. Use Only) - -— —— — 27a SOLICTTATION            ARE            ARE NOT ATTACHED            ARE NOT INCORPORATES BY REFERENCE            ATTACHED FAR 52.212-1. 52.212-4. FAR 52512-3 AND S2.212-S ARE ATTACHED. ADDENDA 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR S2.212-5 IS ATTACHED. ADDENDA —— -— — 23. CONTRACTOR IS REQUIRED TO SISN THIS DOCUMENT AND RETURN 3 COPIES TO ISSOINQ OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN. D 29. AWARD OF CONTRACT: REFERENCE OFFER DATED YOUR OFFER ON SOLICITATION (BLOCK 5). INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: — 30a. SIGNATURE OF OFFEROR/CpNTRACTOR 31a. UNITED STATES OF AMERICA Signature of Contracting Officer) — | | | 30b. NAME AND TITLE OFSIGNER (Type or 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER(Type) 31c. DATESIGNE Print) 10Nov2008 12/22/2008 —— —— — | | | authorized for local reproduction Standard Form 1449 /REV. 3/2005

- i -

NNJ09GA02B ISS Commercial Resupply Services

Table of Contents

I.A. Addendum to Standard Form 1449	1
I.A.I Schedule of Supplies and/or Services to be Provided	1
I.A.2 Period Covered by Procurement	1
I.A.3 Indefinite Delivery Indefinite Quantity (IDIQ), Firm Fixed Price Contract	1
I.A.4 Contract Line Items (CLINs)	2
CLIN 0001 Standard Resupply Service	2
Sub-CLIN 0001AA Pressurized Upmass ($/Kg)	2
Sub-CLIN 0001AA Pricing Conditions:	2
Sub-CLIN 0001AB Pressurized Upmass ($/Kg)	3
Sub-CLIN 0001AB Pricing Conditions:	3
Sub-CLIN 0001AC Unpressurized Upmass ($/Kg)	3
Sub-CLIN 0001AC Pricing Conditions:	4
Sub-CLIN 0001AD Return Cargo Upmass ($/Kg)	4
Sub-CLIN 0001AD Pricing Conditions:	4
Sub-CLIN 0001AE Return Cargo Downmass ($/Kg)	4
Sub-CLIN 0001AE Pricing Conditions:	4
Sub-CLIN 0001AF Disposal Cargo Downmass ($/Kg)	5
Sub-CLIN 0001AF Pricing Conditions:	5
Sub-CLIN 0001AG Disposal Cargo Downmass ($/Kg)	5
Sub-CLIN 0001AH Mission Configuration Prices ($/Mission)	6
Sub-CLIN 0001AI Mission Configuration Prices ($/Mission)	6
Sub-CLIN 0001AJ Mission Configuration Prices ($/Mission)	7
Sub-CLIN 0001AK Mission Configuration Prices ($/Mission)	7
CLIN 0002 Non-Standard Services	9
CLIN 0003 Special Task Assignments and Studies	10
I.A.4A Optional Contract Line Items (CLINs)	10
II. Contract Terms and Conditions—Commercial Items (FAR 52.212-4) (Oct 2008)	11
II.A. Addendum to FAR 52.212-4	16
II. A.1 On-Ramp	16
II.A.2 NFS 1852.232-77 Limitation of Funds (Fixed-Price Contract) (Mar 1989)	16
II.A.3 Security for Resupply Service Payment Financing	18
3.1 Requirements for payment (applicable to all CLINs)	18
3.2 Security (applicable to CLIN 0001)	18
3.3 Insurance (applicable to CLIN 0001)	18
II.A.4 Licenses, Permits, and Other Authorizations for a Launch or Reentry Service Operator	19
II.A.5 Task Ordering Procedures	19
5.1 Requirements for Competition	19
5.2 Types of Task Orders	19
5.3 Task Ordering Information Applicable to Resupply Service Task Orders and Special Task Assignment Task Orders	19
5.4 Unique Instructions For Resupply Service Task Orders	21
II.A.6 Resupply Mission Payments, Milestone Events and Completion Criteria	21
Table II.A.6-1: Mission Payment Schedule	22

- i -

 NNJ09GA02B ISS Commercial Resupply Services

II.A.7 Ordering (FAR 52.216-18) (Oct 1995)	23
II.A.8 Order Limitations (FAR 52.216-19) (Oct 1995)	23
II.A.9 Indefinite Quantity (FAR 52.216-22) (Oct 1995)	24
II.A.10 Changes—Fixed Price (Deviation) (FAR 52.243-1) (Aug 1987) Alternate II	25
II.A.11 Inspection of Services—Fixed Price (FAR 52.246-4) (Aug 1996)	26
II.A.12 Preservation, Packing, Packaging, and Marking for Documentation	26
II.A.13 FAR 52.246-11 Higher Level Contract Quality Requirement (Feb 1999)	27
II.A.14 Personal Identity Verification of Contractor Personnel (FAR 52.204-9) (Sep 2007)	27
II.A.15 Place of Performance	27
II.A.16 Export Licenses (NFS 1852.225-70) (Feb 2000)	27
II.A.17 NASA Resupply Readiness Assessment	28
II.A.18 NASA Insight and Approval	29
II.A.19 Mission Success Determination, Investigation, and Corrective Actions	30
19.1 Mission Success Criteria	30
19.2 Mission Success Determination	30
19.3 Procedures	31
19.4 Final Payment for Final Mission Success Determination	32
19.5 Investigation and Corrective Action	32
19.6 Acceptance	32
II.A.19A Optional Mission Success Determination, Investigation, and Corrective Actions	32
19A.1 Mission Success Criteria	32
(A) Mission Success	32
(B) Partial Mission Success	32
(C) Failed Mission	32
19A.2 Mission Success Determination	32
19A.3 Procedures	33
19A.4 Final Payment for Final Mission Success Determination	33
19A.5 Investigation and Corrective Action	33
19A.6 Acceptance	34
II.A.20 Adjustments to Mission Schedule	34
Table II.A.20-1: Cargo Delivery Windows	34
II.A.21 Safety and Health (NFS 1852.223-70) (Apr 2002)	35
II.A.22 Cross-Waiver of Liability for Space Station Activities (NFS 1852.228-76) (Dec 1994) (Deviation)	37
II.A.23 Small Disadvantaged Business (SDB) Participation—Contract Targets	40
II.A.24 Minimum Requirements	41
II.A.25 Small Business Subcontracting Goals (JSC 52.219-90) (Oct 2006)	41
II.A.26 Liability for Government Property Furnished for Repair or Other Services (Deviation) (September 2007) (NFS 1852.245-72)	42
II.A.27 Contracting Officer Technical Representative Delegation	43
II.A.28 Clauses Incorporated by Reference (FAR 52.252-2) (Feb 1998)	43
Federal Acquisition Regulation (48 CFR Chapter 1)	43
NASA FAR Supplement (48 CFR Chapter 18) Clauses	43
II.A.29 Use of Government Property, Facilities and Assets	44
II.A.30 Rights in Data—General (FAR 52.227-14) (Dec 2007)	44

- ii -

 NNJ09GA02B ISS Commercial Resupply Services

II.A.31 Key Personnel And Facilities (NFS 1852.235-71) (March 1989)	49
III. Contract Terms and Conditions Required To Implement Statues or Executive Orders—Commercial Items (FAR 52.212-5) (OCT 2008)	51
IV. Reserved	55
V. Attachments	56
Attachment V.A. Statement of Work	57
Attachment V.B. Data Requirements List (DRL)	76
Table V.B-1 DRDs Required near RFP Response	77
Table V.B-2 Recurring DRDs	77
Table V.B-3 DRDs Required Near VBR	78
Table V.B-4 DRDs Required Near MIR	78
Table V.B-5 DRDs Required Near CIR	78
Table V B-6 DRDs Required Near Launch	79
Table V.B-7 DRDs Required Post Flight	79
Attachment V.C. Data Requirements Descriptions (DRDs)	80
Cl-2: Mishap Notification, Investigation and Contingency Action Plan	81
Cl-4: Configuration Management Plan	85
C1-5: Export Control Plan	86
Cl-7: Mission Integration and Operations Management Plan (MIOMP)	88
Cl-8: Work Plan	90
Cl-10: Safety Data Package	92
C2-1: Formal Review Documentation	93
C2-2: Integrated Schedules	94
C3-1: Vehicle Interface Definition Document (IDD)	95
C3-2: External Cargo Interface Control Agreement	96
C3-3: Launch Vehicle Flight Software Input for IV&V	97
C3-4: Launch Vehicle Guidance, Navigation and Controls (GN&C) Input for IV&V	98
C3-5: Launch Vehicle Key Systems Qualification Data	99
C4-1: Engineering Computer-Aided Design (CAD) Models	100
C4-2: Initial Mission Resource Allocation Document (MRAD #1)	102
C4-3: Imagery and Associated Cataloging	104
C4-4: Internal Cargo Interface Control Agreement	107
C5-1: Initial Flight Products	108
C5-2: Integrated Cargo Phase III Hazard Report	109
C6-1: Final Mission Resource Allocation Document (MRAD #2)	110
C6-2: Final Flight Products	112
C6-3: Delta Integrated Cargo Hazard Report	113
C7-1: Preliminary Post Flight Assessment	114
C7-2: Final Post Flight Assessment	115
Attachment V.D. Small Business and Small Disadvantaged Business Subcontracting Plan	116
1 INTRODUCTION	118
1.1 Percentage Goals & Total Dollars Planned for Small Business Subcontracting	119
1.2 Principal Types of Supplies & Services to be Subcontracted	119
1.3 Description of Method Used to Develop Subcontracting Goals	120
1.4 Description of Method Used to Identify Potential Sources for Solicitation Purposes	120

- iii -

 NNJ09GA02B ISS Commercial Resupply Services

1.5 Statement as to Whether or Not the Offeror Included Indirect Costs in Establishing Subcontracting Goals	120
1.6 Name of an Individual Employed by Offeror who will Administer Offeror’s Subcontracting Program and a Description of the Duties of the Individual	121
1.7 Offeror Efforts to Ensure Small Business Concerns have an Equitable Opportunity to Compete for Subcontracts	121
1.8 Offeror’s Assurances to Include the Clause at 52.219-8 (May 2004), Utilization of Small Business Concerns in all Subtracts that Offer Further Subk Opps	122
1.9 Offeror’s Assurances to Cooperate in Studies and Surveys and to Submit Periodic Reports	122
1.10 Description of Types of Records that will be Maintained Concerning Procedures Adopted	123
Attachment V.E. Safety and Health Plan	125
Attachment V.F. Standard Resupply Service–Standard External Cargo Complement	126
Attachment V.G. Personal Identity Verification (PIV) of Contractor Personnel	127
Alternative for Applicants who do not have a Completed and Adjudicated NAC at the Time of Entrance on Duty	130
Attachment V.H. Acronyms and Abbreviations	131
Technology Readiness Level Definitions	136
Attachment V.I. Glossary	137
Attachment V.J. Non-Standard Services	138
1. Coupled Loads Analysis Independent Verification and Validation (CLA IV&V)	138
2. Thermal Modeling IV&V	138
3. Electromagnetic Environment IV&V	138
4. Flight Design IV&V	139
5. Type I Manufacturing Process Audit	140
6. Type II Manufacturing Site Visit and Process Audit	140
7. Flight Hardware Operations and Integrated Test Processes Audit	141
8. Ishikawa Fishbone	141
9. Launch Service Complex Review	142
Attachment V.K. Government-Supplied Hardware	143
Attachment V.L. Applicable and Reference Documents	144
Attachment V.M. Other Contract Items	145

- iv -

 NNJ09GA02B ISS Commercial Resupply Services

I.A.	ADDENDUM TO STANDARD FORM 1449
I.A.1	SCHEDULE OF SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all services, facilities, and resources (except as may be expressly stated in this contract as furnished by National Aeronautics and Space Administration (NASA) necessary to furnish all Contract Line Item Numbers (CLINs) below in accordance with the Terms and Conditions, Statement of Work (SOW), Exhibits, and Documents attached hereto.

I.A.2 PERIOD COVERED BY PROCUREMENT

This effort covers a contract period of 7 years. The total period of performance for this effort is January 1, 2009 through December 31, 2015.

I.A.3 INDEFINITE DELIVERY INDEFINITE QUANTITY (IDIQ), FIRM FIXED PRICE CONTRACT

In accordance with Clause VI.A.5, Single or Multiple Awards (FAR 52.216-27) (Oct 1995), NASA may elect to award multiple contracts. The guaranteed minimum value of this contract is the negotiated value of 20,000 kg (20 MT) of upmass to the International Space Station (ISS) based on the values established in Clause I.A.4. If the contract includes the acceptance of Sub-CLIN 0001AC, an additional guaranteed minimum value of this contract is increased by the negotiated value of 3,000 kg (3 MT) of Return Cargo Downmass, based on the values established in Clause I.A.4.

The total maximum value of each contract awarded is $3.1 billion.

- 1 -

NNJ09GA02B ISS Commercial Resupply Services I.A.4 CONTRACT LINE ITEMS (CLINS) CLIN 0001 Standard Resupply Service Sub-CLIN 0001AA Pressurized Upmass ($/Kg) Mission Configuration: Pressurized Cargo Module (PCM), Basic Capability Tier Number            Tier Range (kg) CY            CY            CY            CY            CY            CY             CY 2010 2011 2012 2013 2014 2015 2016 —— ~mm —— “^•r ~mm~ ~mr -j^r —— — ~mr ~m~ ~mm~ ~^m~ •• ~^m~ ~mm~ ~mm~ ~™r ~^m~ ”!•” ~~mr ~mr            mm ~mr ~mmr n^r ~mr ~mm~ ~wm~ ~mr~ ~i^r ~^m~ ~mm~ ~m~ -_m- ~mmr "•r: ~^m~ ~mm~ ~^m~ •i ~m~ ~m~ ~~m~ ~mm~ ~mm~ ~mm~ "••r ~imr ~mm~ ~~mm~ ~mmr "••r ~~mmr * ••• · IBBflgH t _{igafc— m §} · m^itm · mt**tm · mammm · · _^_H|B_ · imtmam · mmmm Sub-CLIN 0001AA Pricing Conditions:

NNJ09GA02B ISS Commercial Resupply Services Sub-CLIN 0001AB Pressurized Upmass ($/Kg) Mission Configuration: Pressurized Cargo Module (PCM), Enhanced Capability Tier Number            Tier Range            CY            CY            CY            CY            CY        & nbsp;   CY            CY (kg) 2010 2011 2012 2013 2014 2015 2016 * \ • • •i mm •i •• •• MiMm • • • mm            mm            imm •• mimmi •1 • •i •• mm            m* •• mtmmm* m • • mm            mm ^m ^ m**m • • • mm            mm            mm •• at^tm • m • mm            mm            imm ^m B^mmtm • m • imm            mm            mm            imm mammm •I m • m            mm            mm            mm mmtmtm • • • m            mm            mm ^m Sub-CLIN 0001 AB Pricing Conditions: Sub-CLIN 0001AC Unpressurized Upmass ($/Kg) Mission Configuration: Unpressurized Cargo Module (UCM), Basic Capability Tier Number ___. Tier Range (kg) CY 2010 CY 2011 CY 2012 CY 2013 CY 2014 CY 2015 CY 2016 - -3-

NNJ09GA02B ISS Commercial Resupply Services Sub-CLIN 0001AC Pricing Conditions: Sub-CLIN 0001AD Return Cargo Upmass ($/Kg) Mission Configuration: Return Cargo Module (RCM), Basic Capability Tier            Tier            CY            CY            CY            CY            CY          &n bsp; CY            CY Number            Range 2010 2011 2012 2013 2014 2015 2016 (kg) ___ — All •1 • ___~^m~ ~mr ~1W~ ~mm~ Missions — Sub-CLIN 0001AD Pricing Conditions: Sub-CLIN 0001AE Return Cargo Downmass ($/Kg) Mission Configuration: Return Cargo Module (RCM), Basic Capability Tier            Tier            CY            CY            CY            CY            CY          &n bsp; CY            CY Number            Range 2010 2011 2012 2013 2014 2015 2016 (kg) — 1 • ~w~ ~m~ W “••” jigr mm - - — -— -— — —— —— — - -4. Sub-CLIN 0001AE Pricing Conditions:

NNJ09GA02B ISS Commercial Resupply Services Sub-CLIN 0001AF Disposal Cargo Downmass ($/Kg) Mission Configuration: Pressurized Cargo Module (PCM), Basic Capability Tier Number Tier Range 5) Tier Number            Tier Range            CY            CY            CY            CY            CY        & nbsp;   CY            CY (kg) 2010. 2011 2012 2013 2014 2015 2016 jjgr JjBT            jijjr —— —— —— —— — 1 • - - - Sub-CLIN 0001AF Pricing Conditions:
Sub-CLIN 0001AG Disposal Cargo Downmass ($/Kg) Mission Configuration: Pressurized Cargo Module (PCM), Enhanced Capability Tier Number            Tier Range (kg) CY            CY            CY            CY            CY            CY             CY 2010 2011 2012 2013 2014 2015 2016 “W” “••r ~mm —— — * • - - - Sub-CLIN 0001AG Pricing Conditions:

NNJ09GA02B ISS Commercial Resupply Services Sub-CLIN 0001AH Mission Configuration Prices ($/Mission) Mission Configuration: Pressurized Cargo Module (PCM) and Disposal Service, Basic Capability Annual Number
of Missions CY CY            CY 2013 CY            CY 2011 2012 ~flHB~ 2014 2015 CY ^^•~ TBBT ~^m ~mmm THHT “VBHT 2016 ~^mm "•••r “•BBT ~mmr ~m^ mmm _1H^_B- ~~m — _^^_Hr ~^^m~ ~i^^ ~^^f ~^^B~ -^••T ~^^B~ Annual Number of            CY —_m — ~BH~ ~HHHT -mmm 1HHT -nnir Missions 2010 m — ___— ~^^m~ _^^___^^_B___-^•r —— — i            BIB - - — • • - - - t • - - - • • - - - • • - - - Sub-CLIN 0001AH Pricing Conditions: Sub-CLIN 0001AI Mission Configuration Prices ($/Mission) Mission Configuration: Pressurized Cargo Module (PCM) and Disposal Service, Enhanced Capability Annual Number of Missions - -6-

NNJ09GA02B ISS Commercial Resupply Services Sub-CLIN 0001AI Pricing Conditions: Sub-CLIN 0001AJ Mission Configuration Prices ($/Mission) Mission Configuration: Return Cargo Module (RCM) (Upmass and Return downmass service), Basic Capability Annual Number of Missions CY 2010 CY 2011 CY 2012 CY 2013 CY 2014 CY 2015 CY 2016 Sub-CLIN 0001AJ Pricing Conditions: Sub-CLIN 0001AK Mission Configuration Prices ($/Mission) Mission Configuration: Unpressurized Cargo Module (UCM) (Upmass service only), Basic Capability Annual Number of Missions CY 2010 CY 2011 CY 2012 CY 2013 CY 2014 CY 2015 CY 2016

NNJ09GA02B ISS Commercial Resupply Services Sub-CLIN 0001AK Pricing Conditions:

NNJ09GA02B ISS Commercial Resupply Services CLIN 0002 Non-Standard Services Service Coupled Loads Analysis (CLA) Independent Verification and Validation (IV&V) price CLA IV&V TIM price (per TIM price) Thermal Modeling IV&V Thermal Modeling IV&V TIM (per TIM price) Electromagnetic Environment (EMI/QIV&V EMI/C IV&V TIM (per TIM price) Flight Design W&V Flight Design IV&V TIM (per TIM price) Type I Manufacturing Process Audit Type II Manufacturing Site Visit and Process Audit Flight Hardware Operations and Integrated Test Processes Audit [shikawa Fishbone Launch Service Complex Review la 2 2a~ 3 3a” 4 4a CYCYCYCYCYCYCY            CY 2009 1 2010 1 2011 1 2012 | 2013 | 20.14 | 2015 | 2016 — ‘) mm mm •• ^ ___^ m h id — MJHi (•• ••I mff~mm ^H •• l^m — ^vtttttttt — V            rr rrrrr ic r ™ r r rr r r r - - — (••i p^H ••• ••rii^B ^hb ••rnHH U — — — — — — — —         . ^^ ^•rjiHB~pHHiMHr^iBiH^rJHMr~ - - — - -9-

NNJ09GA02B ISS Commercial Resupply Services CLIN 0003 Special Task Assignments and Studies Composite Labor Rate CY 2009 CY 2010 CY 2011 CY 2012 CY 2013 CY 2014 CY 2015 CY 2016 I.A.4A OPTIONAL CONTRACT LINE ITEMS (CLINS) This Section Reserved. (End of Section) - -10-

NNJ09GA02B ISS Commercial Resupply Services

II. CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS
(FAR 52.212-4) (OCT 2008)

(a) Inspection/Acceptance. In lieu of FAR 52.212-4(a), this contract incorporates Inspection of Services—Fixed Price (FAR 52.246-4) (Aug 1996).

(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 Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. This contract incorporates Changes — Fixed Price (Deviation) (FAR 52.243-1) (Aug 1987) Alternate II at Clause II.A.10.

(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;

(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.

- 11 -

NNJ09GA02B ISS Commercial Resupply Services

(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. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(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—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95- 563), which is applicable to the period in which the amount becomes due, as provided in

- 12 -

NNJ09GA02B ISS Commercial Resupply Services

(i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(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

- 13 -

NNJ09GA02B ISS Commercial Resupply Services

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.

(o) Deleted.

(p) Limitation of 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.

(q) 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.

(r) 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. 3701, 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.

(s) 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.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) 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

- 14 -

NNJ09GA02B ISS Commercial Resupply Services

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 FAR 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; and (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.

(3) 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 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.

(4) 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.

(End of clause)

- 15 -

NNJ09GA02B ISS Commercial Resupply Services II.A. ADDENDUM TO FAR 52.212-4 NOTE: In accordance with paragraph (s) of FAR clause 52.212-4, any inconsistencies between FAR Clause 52.212-4 and the Addendum to FAR 52.212-4 of this solicitation or contract shall be resolved by giving precedence to the Addendum to FAR 52.212-4, except for the paragraphs listed in (s)(2). II.A.1 ON-RAMP 1.1 The purpose of the Indefinite Delivery Indefinite Quantity (IDIQ) on-ramp is to provide NASA with a mechanism to recompete due to the loss of an existing ISS Commercial Resupply Services (CRS) supplier or to procure a vehicle service that is not currently being provided within the scope of this contract during the period of performance. NASA will determine whether those conditions are met prior to synopsizing and conducting the “On-Ramp” competition. 1.2 The parties mutually agree that the original solicitation, as revised, will be used as a basis to add additional awardees to the pool of existing awardee(s) to compete on future task orders. The decision to request proposals under the clause will be solely at NASA’s discretion and will only occur after this requirement has been synopsized. If NASA issues a solicitation notice, new and existing providers will be allowed to submit proposals within the notice’s stated response time. Upon award of each additional contract, NASA shall notify all present Contractors of the award, and the new Contractor shall thenceforth be eligible to compete with all present Contractors for the award of IDIQ task orders. 1.3 Existing Contractors may propose services consistent with the Instruction to Offerers of the “On-Ramp” Request for Proposal, as revised. If the existing Contractors) chooses not to respond to the “On-Ramp” Request for Proposal, they remain as a candidate for competition of future orders under the terms of the existing contract. (End of clause) II.A.2 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR 1989) (a) Of the total price of CLINs 0001 through 0003, the sum (b) is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract as required by the payment schedule in Clause II.A.6, until the total price of said CLINs is allotted. (c) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to Section II, Clause 52.212-4(1), Termination for the Government’s Convenience, of this contract, the total amount payable by the Government pursuant to contract Section II, Clause 52.212-4(1) would equal the amount retained by the Contractor pursuant to Clause II.A.6 and Table II.A.6-1. The Contractor is not obligated to continue - -16-

NNJ09GA02B ISS Commercial Resupply Services performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in contract Section II, Clause 52.212-4(1) notwithstanding. (c) Reserved. (1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until (2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next sixty (60) days the work will reach a point at which, if the contract is terminated pursuant to contract Section II, Clause 52.212-4(1) of this contract, the total amount payable by the Government pursuant to contract Section II, Clause 52.212-4(1) would equal the amount retained by the Contractor pursuant to Clause II.A.6 and Table II.A.6-1. (3) Reserved. (i) The notice shall state the estimate when the point referred to in paragraph 1(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(l) of this clause, or an agreed date substituted for it. (ii) The Contractor shall, sixty (60) days in advance of the date specified in paragraph (c)(l) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties. (4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(l) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor’s written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to contract Section II, Clause 52.212-4(1). (d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly. (e) If, solely by reason of the Government’s failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price(s) (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both. (i) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract. (g) 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. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a) of this clause. This clause - - 17-

NNJ09GA02B ISS Commercial Resupply Services

shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to contract Section II, Clause 52.212-4(1).

(End of clause)

II.A.3 SECURITY FOR RESUPPLY SERVICE PAYMENT FINANCING

3.1	Requirements for payment (applicable to all CLINs). Payments will be made under this contract upon submission of properly certified invoices by the Contractor, and approval by the administering office, NASA Johnson Space Center. The amount of all invoices submitted shall not exceed the total contract price for all Resupply Task Orders.
3.2	Security (applicable to CLIN 0001). Pursuant to FAR Subpart 32.202-4 Security for Government Financing and 10 U.S.C. 2307(f) and 41 U.S.C. 255(f), the Government is required to obtain adequate security for Government financing. The Contracting Officer may determine the Contractor’s financial condition to be adequate security, provided the Contractor agrees to provide additional security should that financial condition become inadequate as security. This determination will be provided in writing from the Contracting Officer. Adequate security for payments made under this contract may be required in the form of a preferred creditor’s lien. If required, the Contractor shall grant the Government a preferred creditor’s lien i.e., a first lien paramount to all other liens against all work in process sufficient to recompense the Government for all monies advanced under this contract should the Contractor’s performance prove to be materially unsatisfactory.
3.3	Insurance (applicable to CLIN 0001). The Contractor represents and warrants that it maintains with responsible insurance carriers (1) insurance on plant and equipment against fire and other hazards to the extent similar properties are usually insured by others operating plants and properties of similar character in the same general locality; (2) adequate insurance against liability on account of damage to persons or property; and (3) adequate insurance under all applicable workers’ compensation laws. The Contractor agrees that, until work under this contract has been completed and all payments made under this contract have been liquidated, it will maintain this insurance and furnish any certificates with respect to its insurance that the administering office may require.

(End of clause)

- 18 -

NNJ09GA02B ISS Commercial Resupply Services

II.A.4 LICENSES, PERMITS, AND OTHER AUTHORIZATIONS FOR A LAUNCH OR REENTRY SERVICE OPERATOR

The Contractor shall obtain and maintain the necessary licenses, permits and clearances that may be required by the Department of Transportation, Department of Commerce, Department of Defense, NASA, or other Governmental agencies in order to provide launch and re-entry services under this contract. The Contractor must obtain a Federal Aviation Administration license or permit, in accordance with 49 U.S.C. Subtitle IX, chapter 701 for operations under this contract. All costs and fees associated with obtaining licenses, permits and clearances are included in the standard resupply service price.

(End of clause)

II.A.5 TASK ORDERING PROCEDURES

5.1	Requirements for Competition.
	In the event there are multiple award Contractors, NASA will provide all multiple award Contractors a fair opportunity to be considered for task orders issued under this contract based upon the specific task order requirements, unless the Contracting Officer determines that one of the following apply:

(A)	The Agency need is of such urgency that competing the requirements among Contractors would result in unacceptable delays;
(B)	Only one Contractor is capable of providing the service requested at the level of quality required because the service ordered is unique or highly specialized;
(C)	The order should be issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to an order issued under the contract, provided that all Contractors were given a fair opportunity to be considered for the original order; or
(D)	It is necessary to place an order to satisfy the minimum guarantee.

5.2     Types of Task Orders

There are three types of task orders that may be issued under this contract. The first type is Resupply Service Task Orders which apply to any Sub CLIN of CLIN 0001. CLIN 0002 task orders include Non-Standard Services tasks. CLIN 0003 task orders are referred to herein as Special Task Assignment Task Orders.

5.3 Task Ordering Information Applicable to Resupply Service Task Orders and Special Task Assignment Task Orders

(A) Prior to the issuance of a request for proposal applicable to a Task Order, exchanges and fact-finding may take place with Contractor(s). The request for a task order proposal will provide any special instructions regarding the level of detail required in the proposal. The request will include a date and time for submission of the proposal. Proposals will be due within thirty (30) calendar days from the date of the proposal

- 19 -

NNJ09GA02B ISS Commercial Resupply Services

request unless stated otherwise. The Contractor shall submit one original and five copies of the Task Order Proposal to the Contracting Officer.

(B)	The Contractor, when submitting a Task Order Proposal, shall indicate that the proposal is compliant with the contract terms, statement of work, and the specific requirements contained in the request for the proposal.
(C)	Mandatory Proposal Submission.

Unless otherwise agreed to by the Contracting Officer, it is mandatory for contract holders under multiple award to respond to each Request for Task Order Proposal provided these requirements are identified in the schedule and do not conflict with the contract ordering limitations. In the event there arises legitimate reasons for an awardee not to submit a Task Order Proposal (e.g., limited capacity to perform, excessive performance capability) the Contracting Officer may waive the requirement for proposal submission.

(D) All competitive Task Order Proposals shall be submitted by the date and time specified in the request, or it will be treated as a late proposal in accordance with FAR 52.212-1, Instructions to Offerors — Commercial Offerors, paragraph f. If this requirement is met, the Contracting Officer will consider the following three factors prior to award of a Task Order:

(i)	Technical capability/risk- Demonstration of understanding and feasibility to meet the requirement.
(ii)	Price.
(iii)	Past performance, with emphasis given to the most recent and more relevant experience, including small business achievements.

(E)	In the event that one Contractor is issued a Request for Task Order Proposal, NASA shall review and will hold discussions as necessary with the Contractor on its proposal prior to issuing a Task Order.
(F)	Award of Task Orders.

Each of the Contractors will be notified of NASA’s award of a Task Order. Pursuant to FAR 16.505(a) (7), a task order award, or proposed award, is not subject to protest except on the grounds that the order increases the scope, period, or maximum value of the contract. The debriefing requirements of FAR 15.5 are not applicable to orders issued under this contract. However, NASA intends to provide feedback to the other Contractors regarding any significant issues resulting in their non-selection.

(G) Task Order Authorization and Content.

The only person authorized to issue task orders under this contract is the Contracting Officer. Task orders will be issued in writing. However, any facsimile or electronic task orders issued by the Contracting Officer will be confirmed in writing within five (5) business days. The Contractor will acknowledge receipt and acceptance of the task order by signing the task order and returning it to the Contracting Officer. Each task order will include the following information:

- 20 -

NNJ09GA02B ISS Commercial Resupply Services

(i)	Date of the task order and signature of the Contracting Officer
(ii)	Contract number and task order number
(iii)	Statement of Work and any other documentation on which the price is based
(iv)	Product or service to be delivered
(v)	Task order price
(vi)	Completion, Delivery date, or Delivery window, as applicable
(vii)	Accounting and appropriation data
(viii)	Any other necessary information

5.4     Unique Instructions For Resupply Service Task Orders

Pricing for all Resupply Service Task Order Proposals shall not exceed the prices contained in the Schedule for the specific quantities being requested. Any Contractor proposed reduction will be applicable to the current Resupply Service Task Order only and will not be deemed as a permanent reduction of the prices contained in the Schedule.

(End of clause)

II.A.6 RESUPPLY MISSION PAYMENTS, MILESTONE EVENTS AND COMPLETION CRITERIA

6.1	Resupply mission payments will be based upon successful completion of approved milestone schedule and accomplishment criteria per the NASA-approved Work Plan (DRD Cl-8). NASA has up to 30 working days to determine whether the accomplishment of the milestone satisfies the approved criteria. After written verification of the accomplishment of the Milestone by NASA’s Contracting Officer Technical Representative (COTR), and approval by the Contracting Officer, the invoices will be forwarded to the payment office within fifteen (15) calendar days of receipt of the invoices at NASA.
6.2	These interim payments are contract financing payments that are not payment for accepted items. Commercial interim payments are fully recoverable, in the same manner as progress payments, in the event of termination for cause. Commercial interim payments are contract financing payments and, therefore, are not subject to the interest-penalty provisions of prompt payment. However, these payments shall be made in accordance with the Agency’s policy for prompt payment of contract financing payments. In accordance with 42 U.S.C 2465d, NASA shall not take title to launch vehicles or orbital vehicles under contract for resupply services.
6.3	The Contractor shall propose mission milestones, associated payment amounts, and accomplishment criteria that correspond to key production and required deliverable schedules in accordance with the NASA-approved Work Plan (DRD Cl-8). The date for completion of ISS integration shall be included in the milestones. Table II.A.6-1 identifies the minimum milestones the Contractor shall propose.

- 21 -

NNJ09GA02BISS Commercial Resupply Services Table II.A.6-1 : Mission Payment Schedule MissionInvoice Submission DateMajor ResupplyAmount (% Level(Launch — /+ Months)Mission Milestoneof Standard .. MilestoneMission Price) 1Authorization to Proceed (ATP) 2Long Lead Order Placement 3Vehicle Baseline Review (VBR) 4SM Propulsion Subsystem Fabrication 5Mission Integration Review (MR) - - 6Service Module         .Integration and Test 7Receipt of Long Lead Items 8-Cargo Integration         . Review (CrR) 9Launch 10Delivery 6.4 The following constraints apply: (A) Mission milestone payments made for resupply missions prior to completion ofISS integration, shall not exceed 30% of the cost of that mission. (B) The final milestone payment must equal at least 20% of the cost of each mission. (C) After successful completion ofISS integration, the total of milestone payments prior to (and including) the M I R shall not exceed 50% ofthe total cost of the mission. 6.5 Payment schedules may be deferred or canceled by NASA if the Contractor fails to make substantial progress in accomplishing the major resupply service milestone events. The Contracting Officer will either approve or withold the final payment within fifteen calendar days after NASA determines Mission Success in accordance with Clause II A. i 9. The final payment amount shall be determined in accordance with the         .criteria in Clause IIA.19. In the event of a failed mission, the final payment shall be forfeited by the Contractor and is not recoupable.-22-

NNJ09GA02B ISS Commercial Resupply Services

6.6 This paragraph will apply to any postponement declared by NASA or the Contractor for any reason, including resupply schedule adjustments and Contractor failure to make substantial progress in accordance with resupply service milestone events (as determined by NASA under this clause). In the event of a resupply schedule adjustment by NASA or Contractor in accordance with Clause II.A.20, Adjustments to Mission Schedule, the payment schedule for the applicable resupply mission shall be postponed for the length of the delay, if necessary, to correspond with the new delivery date and the milestone events in the attached NASA-approved Work Plan (DRD Cl-8). The requirement to make substantial progress in general conformance with the attached Work Plan, however, is not waived for any postponed resupply mission.

(End of clause)

II.A.7 ORDERING (FAR 52.216-18) (OCT 1995)

(a)	Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule.
(b)	All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.
(c)	If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of clause)

II.A.8 ORDER LIMITATIONS (FAR 52.216-19) (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than:

(1)	The price of 2,000 kg (2 MT) of Upmass, pursuant to CLIN 0001
(2)	A Non-Standard Service valued at $25,000, pursuant to CLIN 0002
(3)	Special Task Assignments valued at $5,000, pursuant to CLIN 0003

the Government is not obligated to purchase, nor is the Contractor obligated to furnish those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

- 23 -

NNJ09GA02B ISS Commercial Resupply Services (1) (3) A series of orders from the same ordering office within thirty (30) days that together call for quantities exceeding the limitation in paragraph (b) (1) or (2) of this clause. (c) If this is a requirements contract (i.e., includes the Requirements clause at FAR 52.216-21), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section. (d) Notwithstanding paragraphs (b) and (c) of this clause, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order(s) is returned to the ordering office within thirty (30) days after issuance, with written notice stating the Contractor’s intent not to ship the item(s) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source. (End of clause) II.A.9 INDEFINITE QUANTITY (FAR 52.216-22) (OCT 1995) (a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated in Clause I.A.2. 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 Clause H.A.7, FAR 52.216-18, Ordering (Oct 1995). 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 Clause II.A.8, FAR 52.216-19 Order Limitations (Oct 1995) 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 - -24-

NNJ09GA02B ISS Commercial Resupply Services

contract’s effective period; provided, the Contractor shall not be required to make any deliveries under this contract after December 31, 2016.

(End of clause)

II.A.10 CHANGES—FIXED PRICE (DEVIATION) (FAR 52.243-1) (AUG 1987) ALTERNATE II

(a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(1)	Description of services to be performed.
(2)	Time of performance (i.e., hours of the day, days of the week, etc.).
(3)	Place of performance of the services.
(4)	Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactured for the Government, in accordance with the drawings, designs, or specifications.
(5)	Method of shipment or packing of supplies.
(6)	Place of delivery.
(7)	Completion dates or delivery dates related to the ISS Program as a result of stretch-out or acceleration of the ISS Program.

(b)	Except as defined in Clause II.A.20, if any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.
(c)	The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.
(d)	If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property.
(e)	Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

(End of clause)

- 25 -

NNJ09GA02B ISS Commercial Resupply Services

II.A.11 INSPECTION OF SERVICES—FIXED PRICE (FAR 52.246-4) (AUG 1996)

(a)	Definition. “Services,” as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.
(b)	The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.
(c)	The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.
(d)	If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.
(e)	If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may—

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the
Government may—

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such
service; or

(2) Terminate the contract for cause.

(End of clause)

II.A.12 PRESERVATION, PACKING, PACKAGING, AND MARKING FOR DOCUMENTATION

Preservation, packing, packaging and marking for shipment of all items ordered hereunder shall be in accordance with commercial practice and adequate to insure safe transportation, acceptable by common carrier, and transportation at the most economical rate(s). The Contractor shall place identical requirements on all subcontracts for items delivered to NASA. This provision applies to requirements not covered under in SOW Section V.A.2.4.5, Cargo Labeling.

(End of clause)

- 26 -

NNJ09GA02B ISS Commercial Resupply Services

II.A.13 FAR 52.246-11 HIGHER LEVEL CONTRACT QUALITY REQUIREMENT (FEB 1999)

The Contractor shall comply with the higher-level quality standard selected below.

	Number	Title	Revision	Applicability
X	AS9100	SAE Aerospace Quality	Latest	Compliance
		Management System		Required

(End of clause)

II.A.14 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (FAR 52.204-9) (SEP 2007)

(a)	The Contractor shall comply with agency personal identity verification procedures identified in contract Attachment V.G that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24 and Federal Information Processing Standards Publication (FIPS PUB) Number 201.
(b)	The Contractor shall insert this clause in all subcontracts when the subcontractor is required to have routine physical access to a Federally-controlled facility and/or routine access to a Federally-controlled information system.

(End of clause)

II.A.15 PLACE OF PERFORMANCE

The place of performance and launch site will be identified in each task order. The delivery schedule and/or period of performance of this contract are based upon the dates specified in the schedule or each individual task order.

(End of clause)

II.A.16 EXPORT LICENSES (NFS 1852.225-70) (FEB 2000)

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other

- 27 -

NNJ09GA02B ISS Commercial Resupply Services

approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b)	The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at any NASA Center, where the foreign person will have access to export-controlled technical data or software.
(c)	The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.
(d)	The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

(End of clause)

II.A.17 NASA RESUPPLY READINESS ASSESSMENT

17.1	NASA reserves the right to utilize Government-performed technical assessments of launch and cargo vehicles/configurations to evaluate the readiness of the Contractor to deliver NASA cargo to the ISS. In the event NASA determines that the Contractor cannot provide adequate assurances that the cargo will be safely delivered to the ISS, NASA reserves the right to terminate all or part of this contract under Section II, FAR 52.212-4(m), Termination for Cause, or delay delivery.
17.2	In the event NASA decides to exercise its rights under this clause, NASA has the right to have its cargo removed from the cargo vehicle and returned to NASA. This removal and return is the Contractor’s responsibility at the Contractor’s expense, without adjustment to contract price.
17.3	In the event NASA decides to exercise its rights under this clause after the delivery vehicle has launched, NASA has the right to deny entry of the orbital vehicle into the Approach Ellipsoid (AE) which constitutes a delay in delivery.
17.4	In the event NASA delays the delivery, as a result of exercising its rights in this clause, and the causes of the delay were within the control of or due to the fault or negligence of the Contractor or its Subcontractors at any tier, then the provisions of Clause II.A.20, Adjustments to Resupply Schedule, shall govern and the Contractor shall be deemed to have caused the delay. For the purpose of this clause, the burden of proof for showing that the causes of delay were within the control or fault and/or negligence on the part of the Contractor or its Subcontractors at any tier rests with NASA. If NASA delays the delivery and the causes of the delay were not within the control or due to the fault or negligence of the Contractor or its Subcontractors at any tier, then the provisions of Clause II.A.20 shall apply.

(End of clause)

- 28 -

NNJ09GA02B ISS Commercial Resupply Services

II.A.18 NASA INSIGHT AND APPROVAL

18.1	NASA insight and approval includes insight into any corporation, corporate divisions, subsidiaries, joint ventures, partner(s) and/or any other business entity actually performing launch or orbital vehicle manufacturing, management, orbital-to-launch vehicle integration, testing and launch.
18.2	NASA will retain approval authority over portions of the resupply service that interface with ISS hardware and cargo. NASA approval is defined as providing authority to proceed and/or formal acceptance of requirements, plans, tests, or success criteria. Specific areas requiring NASA approval are related to compliance with SSP 50808 ISS COTS Interface Requirements Document (IRD), and cargo environment constraints.
18.3	NASA will retain insight into other components of the resupply service in order to assess the risk to the cargo itself and to its safe and timely delivery. NASA insight is defined as gaining an understanding necessary to knowledgeably assess the risk of Contractor actions or lack thereof through observation of manufacturing or tests, review of documentation, and attendance at meetings and reviews. NASA is limiting its insight into the launch service and will not participate in the final launch countdown.
	While NASA insight will inform risk assessments pursuant to Clause II.A. 17 above on both the Baseline vehicle and changes to that Baseline, the focus of NASA insight will be changes to that Baseline as covered in the reviews of SOW Section 2.1.1
	Where NASA insight is required as defined in (A) through (H) below, the Contractor shall notify the COTR and the NASA Resident Office of meetings, reviews, or tests in sufficient time to permit NASA participation through the entire event. While insight into the orbital vehicle is largely achieved through the processes of ISS integration, other specific areas to be open to NASA insight are:

(A) Safety and Health Plan (DRD C l-4) and Mishap Notification, Investigation and Contingency Action Plan (DRD C1 -2), Reliability Program and Quality Assurance Program at the time of proposal.

Launch Vehicle Design Insight — non-recurring except for design changes

(B)	Baseline, changes from the Baseline and Mission Unique vehicle design, analyses, and configuration management through design and qualification reviews.
(C)	Narrowly focused reviews of the Contractor’s Test Like You Fly and qualification rationale of the propulsion, flight controls, software and separation systems. If a system or component of a system is found to have caused a mission failure, the system shall be added to the areas of focused insight.

Vehicle Production Insight — recurring

(D)	Preflight predictions of flight performance.
(E)	Vehicle, system, subsystem, software and component performance from flight vehicle, tracking and range data, post flight data review, and flight anomaly resolutions.
(F)	Specific production progress through production program reviews, plans, and schedules, including schedules and schedule risk of non-CRS missions.

- 29 -

NNJ09GA02B ISS Commercial Resupply Services

(G)	Problems and deviations to the design through production and test Material Review Boards, major or critical problems, anomaly resolutions, nonconformances, failure analysis, post test results, and acceptance and preship reviews.
(H)	Safety & Mission Assurance compliance evaluations if not AS9100-certified (prime and subcontractors); updates to the Safety and Health Plan (DRD C l-4) and Mishap Notification, Investigation and Contingency Action Plan (DRD C l-2).

18.4	Should approval or insight identify non-compliance with the terms and conditions of the contract, a difference in interpretation of test results, or disagreement with the Contractor technical directions, NASA will take appropriate action within the terms of the contract to ensure compliance via written direction to the Contractor.
18.5	Notwithstanding the insight and approvals set forth in Clause II.A.18 herein, the Contractor assumes full performance responsibility as set forth in this contract, and neither NASA’s insight nor its approval under this clause shall be construed as a defense to any finding of mission success or final acceptance or rejection of the resupply service.

(End of clause)

II.A.19 MISSION SUCCESS DETERMINATION, INVESTIGATION, AND CORRECTIVE ACTIONS

19.1 Mission Success Criteria

(a)	The Mission Success criteria will be defined on a per-mission basis and agreed to by NASA and the Contractor. The overall goal of NASA is to develop criteria that appropriately and fairly define the Contractor’s performance.
(b)	NASA will provide the initial mission success criteria and specific percentage of the final payment earned for mission performance, at the Vehicle Baseline Review. The final payment is defined in Clause II.A.6, Resupply Mission Payments, Milestone Events and Completion Criteria, sub-Clause 6.4 B. The final criteria and percentage of the final payment will be agreed to at the CIR. If an agreement cannot be reached, the Contracting Officer will establish the criteria and payment percentage by the time of the Launch Readiness Assessment. The final criteria will be incorporated into a Task Order revision.
(c)	Criteria will be established per the following guidelines:

(i)	Criteria that reflects the Contractor’s mission capabilities. An example is as follows: “Successful delivery of pressurized upmass to the ISS.”
(ii)	Criteria will be established that only reflect the Contractor’s performance, independent of NASA’s.
(iii)	Damage to the ISS due to the Contractor’s fault is a failure.
(iv)	If the ISS has a hardware failure post-launch that requires the berthing to be aborted, the mission will be declared a Success.

19.2 Mission Success Determination

- 30 -

NNJ09GA02B ISS Commercial Resupply Services

(a)	Mission Success Determination will be made using the mission success criteria and the corresponding data and parameters that are jointly agreed to by NASA and the Contractor.
(b)	The Contractor shall submit the relevant data and parameters that provide the most accurate information on performance of the mission success criteria, at the MIR. The types of data NASA would consider as relevant information include:

(i)	Vehicle data that represents critical systems for approach and berthing.
(ii)	Available launch and orbital vehicle data verifying Vehicle Interface Definition Document (IDD) environments.
(iii)	Successfull delivery of NASA cargo.
(iv)	Closeout photos both on the ground and on orbit documenting cargo configuration at launch and prior to landing.
(v)	Any supplemental data that may support the Contractor’s performance.

(c)	The Contractor shall be responsible for providing the relevant data and parameters required for NASA to make the mission success determination. If there is data that NASA is required to provide (on orbit attached telemetry, on orbit photos, etc.), the Contractor shall identify that prior to the CIR.
19.3	Procedures
(a)	The Contracting Officer determines whether a mission is considered a Mission Success, Partial Mission Success, or a Failed Mission, based on the agreed-to criteria and corresponding data. Within fifteen (15) calendar days from receipt of the Preliminary Post-Flight Assessment (DRD C7-1), the Contracting Officer will either determine the delivery a Mission Success or inform the Contractor of NASA’s intent to withhold final payment and mission determination. In the event of a failed mission, the final payment shall be forfeited by the Contractor and is not recoupable. The Contractor will not be obligated to return prior progress payments upon reaching last payment considerations as detailed in Clause II.A.6 Resupply Mission Payments, Milestone Events and Completion Criteria.
	This clause will take precedence over paragraph (e) of FAR 52.246-4, in that NASA will not require reperformance of the flight. The rights contained in this clause are in lieu of the of the right to terminate for cause found in paragraph (m) of FAR 52.212.-4. The liability of cargo as detailed in Clause II.A.26 is superseded by this clause during and after launch. The Contractor is not liable for damage to cargo during and after launch and is limited to forfeiture of the last payment milestone only as detailed in this clause.
(b)	If NASA informs the Contractor it will withhold the final payment, NASA will utilize the Final Post-Flight Assessment (DRD C7-2), findings from the Contractor’s investigation board, and, if activated, findings from the Contractor-chaired Failure Review Board (FRB) to complete its assessment. The Contracting Officer shall submit a final determination of either Partial Mission Success or Failed Mission within one (1) week of the hardware or payload functionality assessment.

- 31 -

NNJ09GA02B ISS Commercial Resupply Services

19.4	Final Payment for Final Mission Success Determination
	Final payment will be based on mission success determination per the agreed criteria and percentage of final payment.
19.5	Investigation and Corrective Action
	In the event of an anomaly or failed mission, a Contractor-chaired FRB will determine the cause of anomaly or failure, if activated. The FRB will evaluate all available data from the launch vehicle, orbital vehicle, Range, and other sources in order to determine if the mission failure was attributable to the vehicle or conditions which the Contractor is expected to control or avoid. Based on the findings and recommendations of the FRB, NASA shall make the final determination as to Partial Mission Success or Failed Mission.
19.6	Acceptance
	Final acceptance of the resupply service will be accomplished following the Contracting Officer’s mission success determination. The Contracting Officer will notify the Contractor in writing of both Mission Success Determination and Acceptance.

(End of clause)

II.A.19A OPTIONAL MISSION SUCCESS DETERMINATION, INVESTIGATION, AND CORRECTIVE ACTIONS

19A.1 Mission Success Criteria

The following criteria, data and parameters for assessment and corresponding percentage of final payment will apply to each Mission Success Determination:

(A) Mission Success

(i)	Success Criteria — NA
(ii)	Corresponding data and parameters for assessment — NA
(iii)	Corresponding percentage of final payment — 100%

(B) Partial Mission Success

(i)	Assessment Criteria — NA
(ii)	Corresponding data and parameters for assessment — NA
(iii)	Corresponding percentage of final payment — NA

(C) Failed Mission

(i)	Failure Criteria — NA
(ii)	Corresponding data and parameters for assessment — NA
(iii)	Corresponding percentage of final payment — 0%

19A.2 Mission Success Determination

(a) Mission Success Determination will be made using the mission success criteria and the corresponding data and parameters as set forth in Clause II.A. 19A.1.

- 32 -

NNJ09GA02B ISS Commercial Resupply Services

(b)	Specific parameters that provide the most accurate information on vehicle performance for each specific mission shall be submitted and jointly agreed to by NASA and the Contractor at the MIR.
(c)	The Contractor shall be responsible for providing the relevant telemetry and data that will allow NASA to make the mission success determination. If there is data that NASA is required to provide (on orbit attached telemetry, on orbit photos, etc.), the Contractor shall identify that prior to the CIR.

19A.3 Procedures

(a)	The Contracting Officer determines whether a mission is considered a Mission Success, Partial Mission Success, or a Failed Mission, based on the agreed to criteria and corresponding data. Within fifteen (15) calendar days from receipt of the Preliminary Post-Flight Assessment (DRD C7-1), the Contracting Officer will either determine the delivery a Mission Success or inform the Contractor of NASA’s intent to withhold final payment and mission determination. In the event of a failed mission, the final payment shall be forfeited by the Contractor and is not recoupable. The Contractor will not be obligated to return prior progress payments upon reaching last payment considerations as detailed in Clause II.A.6 Resupply Mission Payments, Milestone Events and Completion Criteria.
	This clause will take precedence over paragraph (e) of FAR 52.246-4, in that NASA will not require reperformance of the flight. The rights contained in this clause are in lieu of the of the right to terminate for cause found in paragraph (m) of FAR 52.212.-4. The liability of cargo as detailed in Clause II.A.26 is superseded by this clause during and after launch. The Contractor is not liable for damage to cargo during and after launch and is limited to forfeiture of the last payment milestone only as detailed in this clause.
(b)	If NASA informs the Contractor it will withhold the final payment, NASA will utilize the Final Post-Flight Assessment (DRD C7-2), findings from the Contractor’s investigation board, and, if activated, findings from the Contractor-chaired Failure Review Board (FRB) to complete its assessment. The Contracting Officer shall submit a final determination of either Partial Mission Success or Failed Mission within one (1) week of the hardware or payload functionality assessment.

19A.4 Final Payment for Final Mission Success Determination

Final payment will be based on mission success determination per the criteria and percentage of final payment set forth in Clause II. A. 19 A.I.

19A. 5 Investigation and Corrective Action

In the event of an anomaly or failed mission, a Contractor-chaired FRB will determine the cause of anomaly or failure, if activated. The FRB will evaluate all available data from the launch vehicle, orbital vehicle, Range, and other sources in order to determine if the mission failure was attributable to the vehicle or conditions which the Contractor is expected to control or avoid. Based on the findings and recommendations of the FRB,

- 33 -

NNJ09GA02B ISS Commercial Resupply Services

NASA shall make the final determination as to Partial Mission Success or Failed Mission.

19A.6	Acceptance
20.2	Final acceptance of the resupply service will be accomplished following the Contracting Officer’s mission success determination. The Contracting Officer will notify the Contractor in writing of both Mission Success Determination and Acceptance.

(End of clause)

II.A.20 ADJUSTMENTS TO MISSION SCHEDULE

20.1

This clause covers launch delays at the convenience of NASA and the Contractor.

20.2

Task orders issued to Contractors are intended to fulfill annual demand amounts but not specific delivery dates. To provide flexibility to both the Contractor and NASA, a standard delivery window will be established for each planned resupply mission. ATP is formal written direction from the Contracting Officer that authorizes the Contractor to proceed with the work detailed within a NASA-approved, mission-specific work plan (DRD Cl-8). ATP will occur within seven (7) days of NASA-approved, Contractor- identified mission initiation milestone and work plan. The standard delivery window will be created by establishing a 90 day window for each mission at ATP. Thereafter, with mutual agreement between the Contractor and NASA, the delivery window will reduce from 90 days to 1 day according to the table below.

Table II.A.20-1: Cargo Delivery Windows

Months Prior to Delivery Date -	Standard Delivery
First Day to Last Day	Window (Days)
ATP through L- 13		90
L-l 3 through L-4		30
L-4 through L-2		14
L-2 through L-l		4
L-l through Launch		1

20.3 At the VBR (NLT L-l8 months), NASA and Contractor shall review the 90 day window established at ATP and mutually agree that delivery should remain scheduled during that period. At the MIR (NLT L-l 3 months), NASA and Contractor shall jointly agree on a reduced delivery window of 30 days (within the previous 90 day window). At the CIR (NLT L-4 months), NASA and Contractor shall jointly agree on a reduced delivery window of 14 days (within the previous 30 day window). Not later than 2 months prior to launch, the Contractor shall reduce the delivery window to 4 days (within the previous 14 day window) and notify NASA in writing of the window dates. Not later than 1 month prior to launch, the Contractor shall identify in writing to NASA the date for planned cargo delivery to ISS.

- 34 -

NNJ09GA02B ISS Commercial Resupply Services

20.4

For a maximum cumulative period of 30 calendar days per mission, and regardless of fault, either NASA or Contractor may request a delay in the standard delivery window without a change in price. Each party may request a maximum of 30 calendar days delay per mission. If either NASA or Contractor desires a change to the delivery window, NASA or Contractor will give written notice of the desired change in the delivery schedule. Any requests for changes to the delivery window submitted between L-l month and launch day shall be submitted within 24 hours of identifying the need to request a change in the delivery window. In the case of a request for a change of delivery window by NASA or Contractor, NASA and Contractor shall reach mutual agreement on a new delivery window within 30 days (excluding requests made after L-30 days). If mutual agreement on the revised delivery window cannot be reached, the Contracting Officer shall have the right to unilaterally establish a new schedule.

20.5

In the event of a NASA- or Contractor-requested delay of the delivery window beyond 30 days, the Contracting Officer shall direct the Contractor, in writing, of the revised delivery window, and allow the Contractor to submit a proposal for the effect of any delay beyond 30 days on the task order price of all affected CLINs, delivery schedule, or other terms of the contract. This may result in any of the following: an equitable adjustment to the price of all affected CLINs in the task order (if any), change in the delivery schedule, and change in the period of performance. Upon failure to agree to an adjustment, the Contracting Officer may unilaterally adjust the task order, or decline to adjust the task order. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as extended.

(End of clause)

II.A.21 SAFETY AND HEALTH (NFS 1852.223-70) (APR 2002)

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness, damage to or loss of equipment or property, or damage to the environment. NASA’s safety priority is to protect:

(1)	the public,
(2)	astronauts and pilots,
(3)	the NASA workforce (including Contractor employees working on NASA contracts), and
(4)	high-value equipment and property.

(b)	The Contractor shall take all reasonable safety and occupational health measures in performing this contract. The Contractor shall comply with all Federal, State, and local laws applicable, to safety and occupational health and with the safety and occupational health standards, specifications, reporting requirements, and any other relevant requirements of this contract.
(c)	The Contractor shall take, or cause to be taken, any other safety, and occupational health measures the Contracting Officer may reasonably direct. To the extent that the Contractor may be entitled to an equitable adjustment for those measures under the terms and conditions of this contract, the equitable adjustment shall be determined pursuant to

- 35 -

NNJ09GA02B ISS Commercial Resupply Services

	the procedures of the changes clause of this contract; provided, that no adjustment shall be made under this Safety and Health clause for any change for which an equitable adjustment is expressly provided under any other clause of the contract,
(d)	The Contractor shall immediately notify and promptly report to the Contracting Officer or a designee any accident, incident, or exposure resulting in fatality, lost-time occupational injury, occupational disease, contamination of property beyond any stated acceptable limits set forth in the contract Schedule; or property loss of $25,000 or more, or Close Call (a situation or occurrence with no injury, no damage or only minor damage (less than $1,000) but possesses the potential to cause any type mishap, or any injury, damage, or negative mission impact) that may be of immediate interest to NASA, arising out of work performed under this contract. The Contractor is not required to include in any report an expression of opinion as to the fault or negligence of any employee. In addition, service contractors (excluding construction contracts) shall provide quarterly reports specifying lost-time frequency rate, number of lost-time injuries, exposure, and accident/incident dollar losses as specified in the contract Schedule.
(e)	The Contractor shall investigate all work-related incidents, accidents, and Close Calls, to the extent necessary to determine their causes and furnish the Contracting Officer a report, in such form as the Contracting Officer may require, of the investigative findings and proposed or completed corrective actions.
(f)	Reserved.

(1)

The Contracting Officer may notify the Contractor in writing of any noncompliance with this clause and specify corrective actions to be taken. When the Contracting Officer becomes aware of noncompliance that may pose a serious or imminent danger to safety and health of the public, astronauts and pilots, the NASA workforce (including Contractor employees working on NASA contracts), or high value mission critical equipment or property, the Contracting Officer shall notify the Contractor orally, with written confirmation. The Contractor shall promptly take and report any necessary corrective action.

(2)

If the Contractor fails or refuses to institute prompt corrective action in accordance with subparagraph (f)(l) of this clause, the Contracting Officer may invoke the stop-work order clause in this contract or any other remedy available to the Government in the event of such failure or refusal.

(g) The Contractor (or subcontractor or supplier) shall insert the substance of this clause, including this paragraph (g) and any applicable Schedule provisions and clauses, with appropriate changes of designations of the parties, in all solicitations and subcontracts of every tier, when one or more of the following conditions exist:

(1)	The work will be conducted completely or partly on premises owned or controlled by the Government.
(2)	The work includes construction, alteration, or repair of facilities in excess of the simplified acquisition threshold.
(3)	The work, regardless of place of performance, involves hazards that could endanger the public, astronauts and pilots, the NASA workforce (including Contractor employees working on NASA contracts), or high value equipment or property, and the hazards are not adequately addressed by Occupational Safety

- 36 -

NNJ09GA02B ISS Commercial Resupply Services

	and Health Administration (OSHA) or Department of Transportation (DOT) regulations (if applicable).
(4)	When the Contractor (or subcontractor or supplier) determines that the assessed risk and consequences of a failure to properly manage and control the hazard(s) warrants use of the clause.

(h)	The Contractor (or subcontractor or supplier) may exclude the provisions of paragraph (g) from its solicitation(s) and subcontract(s) of every tier when it determines that the clause is not necessary because the application of the OSHA and DOT (if applicable) regulations constitute adequate safety and occupational health protection. When a determination is made to exclude the provisions of paragraph (g) from a solicitation and subcontract, the Contractor must notify and provide the basis for the determination to the Contracting Officer. In subcontracts of every tier above the micro-purchase threshold for which paragraph (g) does not apply, the Contractor (or subcontractor or supplier) shall insert the substance of paragraphs (a), (b), (c), and (f) of this clause).
(i)	Authorized Government representatives of the Contracting Officer shall have access to and the right to examine the sites or areas where work under this contract is being performed in order to determine the adequacy of the Contractor’s safety and occupational health measures under this clause.
(j)	The Contractor shall continually update the safety and health plan when necessary, providing updates to NASA at Program Reviews. In particular, the Contractor shall furnish a list of all hazardous operations to be performed, and a list of other major or key operations required or planned in the performance of the contract, even though not deemed hazardous by the Contractor. NASA and the Contractor shall jointly decide which operations are to be considered hazardous, with NASA as the final authority. Before hazardous operations commence, the Contractor shall submit for NASA concurrence —

(1)	Written hazardous operating procedures for all hazardous operations; and/or
(2)	Qualification standards for personnel involved in hazardous operations.

(End of clause)

II.A.22 CROSS-WAIVER OF LIABILITY FOR SPACE STATION ACTIVITIES (NFS 1852.228-76) (DEC 1994) (DEVIATION)

1.

The Intergovernmental Agreement for the International Space Station (ISS) contains a broad cross-waiver of liability provision to encourage participation in the exploration, exploitation and use of outer space through the ISS. The objective of this clause is to establish a cross-waiver of liability in the interest of encouraging participation in the exploration, exploitation, and use of outer space through the International Space Station (ISS). The Parties intend, that the cross-waiver of liability be broadly construed to achieve this objective

2.

For the purposes of this clause:

a. The term “Damage” means:

(i) Bodily injury to, or other impairment of health of, or death of, any person;

- 37 -

NNJ09GA02B ISS Commercial Resupply Services

(ii)	Damage to, loss of, or loss of use of any property;
(iii)	Loss of revenue or profits; or
(iv)	Other direct, indirect, or consequential Damage.

b.	The term “Launch Vehicle” means an object, or any part thereof, intended for launch, launched from Earth, or returning to Earth which carries Payloads or persons, or both.
c.	The term “Partner State” includes each Contracting Party for which the Agreement Among the Government of Canada, Governments of Member States of the European Space Agency, the Government of Japan, the Government of the Russian Federation, and the Government of the United States of America concerning Cooperation on the Civil International Space Station (IGA) has entered into force, pursuant to Article 25 of the IGA or pursuant to any successor Agreement. A Partner State includes its Cooperating Agency. It also includes any entity specified in the Memorandum of Understanding (MOU) between NASA and the Government of Japan to assist the Government of Japan’s Cooperating Agency in the implementation of that MOU.
d.	The term “Payload” means all property to be flown or used on or in a Launch Vehicle or the ISS.
e.	The term “Protected Space Operations” means all launch or Transfer Vehicle activities, ISS activities, and Payload activities on Earth, in outer space, or in transit between Earth and outer space performed under this contract, or in implementation of the IGA, MOUs concluded pursuant to the IGA, and implementing arrangements. It includes, but is not limited to:

(i)

Research, design, development, test, manufacture, assembly, integration, operation, or use of launch or Transfer Vehicles, the ISS, Payloads, or instruments, as well as related support equipment and facilities and services; and

(ii)

All activities related to ground support, test, training, simulation, or guidance and control equipment and related facilities or services. “Protected Space Operations” also includes all activities related to evolution of the ISS, as provided for in Article 14 of the IGA. “Protected Space Operations” excludes activities on Earth which are conducted on return from the ISS to develop further a Payload’s product or process for use other than for ISS-related activities in implementation of the IGA.

f. The term “Related Entity” means:

(i)	A contractor or subcontractor of a Party or a Partner State at any tier;
(ii)	A user or customer of a Party or a Partner State at any tier; or
(iii)	A contractor or subcontractor of a user or customer of a Party or a Partner State at any tier.

The terms “contractor” and “subcontractor” include suppliers of any kind.

The term “Related Entity” may also apply to a State, or an agency or institution of a State, having the same relationship to a Partner State as described in paragraphs (2)(f)(i) through (2)(f)(iii) of this clause or otherwise engaged in the implementation of Protected Space Operations as defined in paragraph (2)(e) above.

- 38 -

NNJ09GA02B ISS Commercial Resupply Services

g.	The term “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.
h.	The term “Party” means a party to this contract.

3. Cross-waiver of liability:

a. Each Party agrees to a cross-waiver of liability pursuant to which each Party waives all claims against any of the entities or persons listed in paragraphs (3)(a)(i) through (3)(a)(iv) of this clause based on Damage arising out of Protected Space Operations. This cross-waiver shall apply only if the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations. The cross-waiver shall apply to any claims for Damage, whatever the legal basis for such claims, against:

(i)	The other Party;
(ii)	A Partner State other than the United States of America;
(iii)	A Related Entity of any entity identified in paragraph (3)(a)(i) or (3)(a)(ii) of this clause; or
(iv)	The employees of any of the entities identified in paragraphs (3)(a)(i) through (3)(a)(iii) of this clause.

b. In addition, each Party shall, by contract or otherwise, extend the cross-waiver of liability, as set forth in paragraph (3)(a) of this clause, to its Related Entities by requiring them, by contract or otherwise, to:

(i)	Waive all claims against the entities or persons identified in paragraphs (3)(a)(i) through (3)(a)(iv) of this clause; and
(ii)	Require that their Related Entities waive all claims against the entities or persons identified in paragraphs (3)(a)(i) through (3)(a)(iv) of this clause.

c.

For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of claims arising from the Convention on International Liability for Damage Caused by Space Objects, which entered into force on September 1, 1972, where the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations.

d.

Notwithstanding the other provisions of this clause, this cross-waiver of liability shall not be applicable to:

(i) Claims between a Party and its own Related Entity or between its own Related Entities;

(ii) Claims made by a natural person, his/her estate, survivors or subrogees (except when a subrogee is a Party to this Agreement or is otherwise bound by the terms of this

- 39 -

NNJ09GA02B ISS Commercial Resupply Services cross-waiver) for bodily injury to, or other impairment of health of, or death of, such person; (iii)Claims for Damage caused by willful misconduct; (iv)Intellectual property claims; (v) Claims for Damage resulting from a failure of a Party to extend the cross-waiver of liability to its Related Entities, pursuant to paragraph (3)(b) of this clause; (vi)Claims by a Party arising out of or relating to the other Party’s failure to perform its obligations under this Contractor. e. Nothing in this clause shall be construed to create the basis for a claim or suit where none would otherwise exist. f. This cross-waiver shall not be applicable when 49 U.S.C. Subtitle IX, Chapter. 701 is applicable. g. In addition, this clause provides for a reciprocal waiver of claims between NASA and the Contractor as described in paragraph 3 above. This reciprocal waiver of claims between NASA and the Contractor, however, shall not apply to rights and obligations arising from the application of any of the other clauses in the contract or to rights and obligations arising from activities that are not within the scope of this contract. (End of clause) II.A.23 SMALL DISADVANTAGED BUSINESS (SDB) PARTICIPATION -CONTRACT TARGETS (This clause does not apply to SDB offerers unless the SDB offerer has waived the price evaluation adjustment factor by completing paragraph I of FAR clause 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns in Section I of this solicitation.) (a) FAR 19.1202-4(a) requires that SDB subcontracting targets be incorporated in the Contract. Targets for this contract are as follows: *NAICS Industry Subsectors Dollar Target Percent of Contract Value - -40-

NNJ09GA02B ISS Commercial Resupply Services *North American Industry Classification System (NAICS) Industry Subsectors as determined by the Department of Commerce (b) FAR 19.1202-4(b) requires that SDB concerns that are specifically identified by the offerer be listed in the contract when the extent of the identification of such subcontractors was part of the subfactor on Small Business Utilization. SDB concerns (subcontractors) specifically identified by the offerer are as follows: The Contractor shall notify the Contracting Officer of any substitutions of the firms listed in paragraph (a) if the replacement contractor is not an SDB concern. (c) If the prime offerer is an SDB that has waived the price evaluation adjustment, the target for the work it intends to perform as a prime Contractor is as follows: Dollars            Percent of Contract Value N/A N/A (End of clause) II.A.24 MINIMUM REQUIREMENTS The Contractor shall maintain compliance with all conditions throughout the period of performance of this contract, as certified to in Clause IV.AJ, Minimum Requirements. (End of clause) II.A.25 SMALL BUSINESS SUBCONTRACTING GOALS (JSC 52.219-90) (OCT 2006) For purposes of this clause, the terms, “HUBZone Small Business Concern,” “Small Disadvantaged Business Concern,” “Service-Disabled, Veteran-Owned Small Business Concern,” “Veteran-Owned Small Business Concern,” “Women-Owned Small Business Concern,” and “Historically Black College or University (HBCU)” are defined in paragraph 2.101 of the Federal Acquisition Regulation. The total small business goal, expressed as a percent of total contract value including options, is^lB The small business percentage goal, includes the following goals expressed as a percent of total contract value: - -41-

NNJ09GA02B ISS Commercial Resupply Services Small Businesses Small Disadvantage*! Business Concerns Women-Owned Small Business Concerns HUBZone Small Business Concerns Veteran-Owned Small Business Concerns Service-Disabled Veteran-Owned Small Business Concerns Historically Black Colleges and Universities (includes other minority institutions) (End of clause) II.A.26 LIABILITY FOR GOVERNMENT PROPERTY FURNISHED FOR REPAIR OR OTHER SERVICES (DEVIATION) (SEPTEMBER 2007) (NFS 1852.245-72) a. This clause shall govern with respect to any Government property furnished to the Contractor for repair or other services that is to be returned to the Government. Such property, hereinafter referred to as “Government property furnished for servicing,” shall not be subject to FAR 52.245-1, Government Property. b. The official accountable recordkeeping and financial control and reporting of the property subject to this clause shall be retained by the Government. The Contractor shall maintain adequate records and procedures to ensure that the Government property furnished for servicing can be readily accounted for and identified at all times while in its custody or possession or in the custody or possession of any subcontractor. c. The Contractor shall be liable for any loss, damage, or destruction of the Government property furnished for servicing when caused by the Contractor’s failure to exercise such care and diligence as a reasonable prudent owner of similar property would exercise under similar circumstances, or when sustained while the property is being worked upon and directly resulting from that work, including, but not limited to, any repairing, adjusting, inspecting, servicing, or maintenance operation. The Contractor shall not be liable for loss, damage, or destruction of Government property furnished for servicing resulting from any other cause except to the extent that the loss, damage, or destruction is covered by insurance (including self-insurance funds or reserves). d. In addition to any insurance (including self-insurance funds or reserves) carried by the Contractor and in effect on the date of this contract affording protection in whole or in part against loss, damage, or destruction of such Government property furnished for servicing, the amount and coverage of which the Contractor agrees to maintain, the Contractor further agrees to obtain any additional insurance covering such loss, damage, or destruction that the Contracting Officer may from time to time require. The requirements for this additional insurance shall be effected under the procedures established by the Changes Clause II.A. 10. e. The Contractor shall hold the Government harmless and shall indemnify the Government against all claims for injury to persons or damage to property of the Contractor or others arising from the Contractor’s possession or use of the Government property furnished for servicing or arising from the presence of that property on the Contractor’s premises or property. (End of clause) - -42-

NNJ09GA02B ISS Commercial Resupply Services

II.A.27 CONTRACTING OFFICER TECHNICAL REPRESENTATIVE DELEGATION

(a)	The COTR shall be specifically appointed by the Contracting Officer in writing in accordance with NASA FAR Supplement 1842.270.
(b)	The Contractor will be provided a copy of the NASA Form 1634, Contracting Officer Technical Representative (COTR) Delegation, which will appoint the COTR and establish the COTR’s duties and responsibilities. The NASA Form 1634 will be provided to the Contractor at contract award.

(End of clause)

II.A.28 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at these addresses:

http://www.acqnet.gov/far/
http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

Federal Acquisition Regulation (48 CFR Chapter 1)
Clause Number	Date	Title
NONE INCORPORATED BY REFERENCE

NASA FAR Supplement (48 CFR Chapter 18) Clauses

Clause Number	Date	Title
1852.215-84	OCT2003	OMBUDSMAN -ALTERNATE I (JUN 2000).
		The installation Ombudsman shall be:
		Lucy V. Kranz
		Attn: Mail Code AC
		2101 NASA Parkway
		Houston, TX 77058-3696
		281-483-0490
		facsimile 281-483-2200
		email: lucy.v.kranz@nasa.gov
1852.219-75	MAY 1999	SMALL BUSINESS SUBCONTRACTING REPORTING
1852.219-76	JUL 1997	NASA 8 PERCENT GOAL
1852.223-75	FEB 2002	MAJOR BREACH OF SAFETY OR SECURITY

(End of clause)

- 43 -

NNJ09GA02B ISS Commercial Resupply Services

II.A.29 USE OF GOVERNMENT PROPERTY, FACILITIES AND ASSETS

(a)	The Contractor shall obtain and maintain any necessary agreements between the Contractor and any Government Agency authorizing the use of Government property, facilities, assets or services required in performance of this contract. All such use of NASA facilities, equipment, and services shall be governed by negotiated Reimbursable Space Act Agreements between the Contractor/Subcontractor and the NASA Centers. All remedies to disputes or performance issues shall be resolved in accordance with the terms and conditions of the executed Reimbursable Space Act Agreements.
(b)	NASA under this contract makes no warranty whatsoever as to the suitability for use of Government property, facilities and other assets made available under the terms and conditions of any Government use agreements or contracts. Any costs necessary to maintain, restore, refurbish, and/or replace any assets, for use under this contract, shall result in no increase in the price of this contract.
(c)	The Contractor is responsible for determining the suitability for use of all materials, property, and facilities acquired or made available to the Contractor by NASA under any contract agreement. Any use of Government-Furnished Property (GFP), materials, or facilities and services shall not relieve the Contractor of full performance responsibility under the contract.

(End of clause)

II.A.30 RIGHTS IN DATA— GENERAL (FAR 52.227-14) (DEC 2007)

(a) Definitions. As used in this clause—

“Computer database” or “database means” a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

“Computer software”—

(1)	Means
(i)	Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and
(ii)	Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.
(2)	Does not include computer databases or computer software documentation.

“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

“Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

- 44 -

NNJ09GA02B ISS Commercial Resupply Services

“Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

“Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause.

“Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

“Restricted computer software” means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

“Restricted rights,” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

“Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 403(8)).

“Unlimited rights” means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b)	Allocation of rights.
(1)	Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in—
(i)	Data first produced in the performance of this contract;
(ii)	Form, fit, and function data delivered under this contract;
(iii)	Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and
(iv)	All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.
(2)	The Contractor shall have the right to—
(i)	Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(l) of this clause; (ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;
(ii)	Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;

- 45 -

NNJ09GA02B ISS Commercial Resupply Services

(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c)	Copyright—
(1)	Data first produced in the performance of this contract.
(i)	Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor—

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

(d) Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except—

(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations);

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance

- 46 -

NNJ09GA02B ISS Commercial Resupply Services

with such markings unless specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 253d, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer’s decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer’s determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder.

(3) Except to the extent the Government’s action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.

- 47 -

NNJ09GA02B ISS Commercial Resupply Services

(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractor’s expense. The Contracting Officer may agree to do so if the Contractor—

(i) Identifies the data to which the omitted notice is to be applied;

(ii) Demonstrates that the omission of the notice was inadvertent;

(iii) Establishes that the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may—

(i) Permit correction of the notice at the Contractor’s expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or

(ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(l)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall—

(i) Identify the data being withheld; and

(ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software.

(3) Notwithstanding paragraph (g)(l) of this clause, the contract may identify and specify the delivery of limited rights data, or the Contracting Officer may require by written request the delivery of limited rights data that has been withheld or would otherwise be entitled to be withheld. If delivery of that data is required, the Contractor shall affix the following “Limited Rights Notice” to the data and the Government will treat the data, subject to the provisions of paragraphs (e) and (f) of this clause, in accordance with the notice:

Limited Rights Notice (Dec 2007)

(a) These data are submitted with limited rights under Government Contract No. NNJ09GA02B (and subcontract           , if appropriate). These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure:

(i)	Use (except for manufacture) by support service contractors.
(ii)	Use (except for manufacture) by other contractors (with the exception of other ISS CRS contractors) participating in the government’s program of which the specific contract is a part, for information and use in connection with the work performed under each contract, provided Orbital has consented in advance in writing to such use.

(b) This notice shall be marked on any reproduction of these data, in whole or in part.

(4) (i) Notwithstanding paragraph (g)(l) of this clause, the contract may identify and specify the delivery of restricted computer software, or the Contracting Officer may require by written request the delivery of restricted computer software that has been withheld or would

- 48 -

NNJ09GA02B ISS Commercial Resupply Services

otherwise be entitled to be withheld. If delivery of that computer software is required, the Contractor shall affix the following “Restricted Rights Notice” to the computer software and the Government will treat the computer software, subject to paragraphs (e) and (f) of this clause, in accordance with the notice:

Restricted Rights Notice (Dec 2007)

(a)	This computer software is submitted with restricted rights under Government Contract No.                     (and subcontract                     , if appropriate). It may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated in the contract.
(b)	This computer software may be—
(1)	Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred;
(2)	Used or copied for use with a backup computer if any computer for which it was acquired is inoperative;
(3)	Reproduced for safekeeping (archives) or backup purposes;
(4)	Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, restricted computer software shall be subject to the same restricted rights;
(5)	Disclosed to and reproduced for use by support service Contractors or their subcontractors in accordance with paragraphs (b)(l) through (4) of this notice; and
(6)	Used or copied for use with a replacement computer.
(c)	Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in paragraph (b) of this notice.
(d)	Any other rights or limitations regarding the use, duplication, or disclosure of this computer software are to be expressly stated in, or incorporated in, the contract.
(e)	This notice shall be marked on any reproduction of this computer software, in whole or in part.
(h)	Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor’s obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.
(i)	Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

(End of clause)

II.A.31 KEY PERSONNEL AND FACILITIES (NFS 1852.235-71) (MARCH 1989)

     (a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including

- 49 -

NNJ09GA02B ISS Commercial Resupply Services proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract. (b) The Contractor shall make no diversion without the Contracting Officer’s written consent; provided that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer’s consent required by this clause. (c) The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities. Key Personnel Key Facilities (End of clause) (END OF SECTION) - -50-

NNJ09GA02B ISS Commercial Resupply Services

III. CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS (FAR 52.212-5) (OCT 2008)

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

          (1) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

          (2) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77,
108-78)

     (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:

          þ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

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

          o (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JULY 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

          o (4) [Reserved]

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

o (ii) Alternate I (Oct 1995) of 52.219-6.

o (iii) Alternate II (Mar 2004) of 52.219-6.

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

o (ii) Alternate I (Oct 1995) of 52.219-7.

o (iii) Alternate II (Mar 2004) of 52.219-7.

          þ (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

          þ (8)(i) 52.219-9, Small Business Subcontracting Plan (Apr 2008) (15 U.S.C. 637(d)(4)).

o (ii) Alternate I (Oct 2001) of 52.219-9.

þ (iii) Alternate II (Oct 2001) of 52.219-9.

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

          þ (10) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

          þ (ll)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

o(ii) Alternate I (June 2003) of 52.219-23.

          o (12) 52.219-25, Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Apr 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

          o (13) 52.219-26, Small Disadvantaged Business Participation Program— Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

          o (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

- 51 -

NNJ09GA02B ISS Commercial Resupply Services

          o (15) 52.219-28, Post Award Small Business Program Rerepresentation (June 2007) (15 U.S.C. 632(a)(2)).

          o (16) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

          þ (17) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Feb 2008) (E.O. 13126).

          þ (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

          þ (19) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

          þ (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

          þ(21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

          o (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

          o(23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

          þ (24)(i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).

o (ii) Alternate I (Aug 2007) of 52.222-50.

          o (25)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)).

          o (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

          o (26) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

          o (27)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC 2007) (E.O. 13423).

          o (ii) Alternate I (DEC 2007) of 52.223-16.

          o (28) 52.225-1, Buy American Act—Supplies (June 2003) (41 U.S.C. l0a-l0d).

          o (29)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Aug. 2007) (41 U.S.C. l0a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78,108-286, 109-53 and 109-169).

o (ii) Alternate I (Jan 2004) of 52.225-3.

o (iii) Alternate II (Jan 2004) of 52.225-3.

          o (30) 52.225-5, Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

          þ (31) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

          o (32) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

          o (33) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

          þ (34) 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)).

          o (35) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

- 52 -

NNJ09GA02B ISS Commercial Resupply Services

          þ (36) 52.232-33, Payment by Electronic Funds Transfer—Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

          o (37) 52.232-34, Payment by Electronic Funds Transfer—Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

          o (38) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

          o (39) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

          o (40)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

o (ii) Alternate I (Apr 2003) 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:

          o (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

          o (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.).

          o (3) 52.222-43, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Multiple Year and Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

          o (4) 52.222-44, Fair Labor Standards Act and Service Contract Act—Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

          o (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

          o (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services—Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

          o (7) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 2008) (31 U.S.C. 5112(p)(l)).

     (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 settelement. 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.

- 53 -

NNJ09GA02B ISS Commercial Resupply Services

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

          (i) 52.219-8, Utilization of Small Business Concerns (May 2004) (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 $550,000 ($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 (Mar 2007) (E.O. 11246).

          (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

          (iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

          (v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

          (vi) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

          (vii) 52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

          (viii) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

          (ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

          (x) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) 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.

(End of clause)

(END OF SECTION)

- 54 -

NNJ09GA02B ISS Commercial Resupply Services

IV. RESERVED

- 55 -

NNJ09GA02B ISS Commercial Resupply Services

V. ATTACHMENTS

The following eight attachments are hereby incorporated into this contract in their entirety, made a part hereof, and shall apply in the performance of this contract.

Attachment	V.A.	Statement of Work
Attachment	V.B.	Data Requirements List (DRL)
Attachment	V.C.	Data Requirements Descriptions (DRDs)
Attachment	V.D.	Small Business and Small Disadvantaged Business Subcontracting Plan
Attachment	V.E.	Safety and Health Plan (Orbital Safety Manual, #TM-1617 REV T, dated 08 February 2008, Incorporated By Reference)
Attachment	V.F.	Standard Resupply Service — Standard External Cargo Complement
Attachment	V.G.	Personal Identity Verification (PIV) of Contractor Personnel
Attachment	V.H.	Acronyms and Abbreviations
Attachment	V.I.	Glossary
Attachment	V.J.	Non-Standard Services
Attachment	V.K:	Government-Supplied Hardware
Attachment	V.L:	Applicable and References Documents
Attachment	V.M:	Other Contract Items

- 56 -

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.A. STATEMENT OF WORK

1.0 Scope	59
2.0 Standard Resupply Mission (CLIN 0001)	59
2.1. Program Management	59
2.1.1. Formal Reviews	60
2.1.1.1. Program Reviews	60
2.1.1.2. Technical Reviews	60
2.1.1.2.1. Vehicle Baseline Review	61
(A) Mission Baseline Vehicle	61
(B) Design Changes from Prior Mission Baseline Vehicle	61
2.1.1.2.2. Mission Integration Review	62
(A) Mission Baseline Vehicle	62
(B) Design Changes from Prior Mission Baseline Vehicle	62
2.1.1.2.3. Cargo Integration Review	62
2.1.12.4. Post-Flight Review	63
2.1.2. Configuration Management	63
2.1.3. Export Control Management	63
2.1.4. Scheduling	63
2.2. Vehicle Integration	64
2.2.1. Launch Vehicle (LV) Preparation and Launch	64
2.2.2. Telemetry Data	64
2.2.3. Operational Support Services	64
2.2.4. Range Support and Services	64
2.2.5. Launch Readiness Assessment	65
2.3. Mission Integration Services	65
2.3.1. Mission Integration Management	65
2.3.2. On-Orbit Analysis	66
2.3.3. Mission Operations	66
2.3.3.1. Ground Segment Operations	66
2.3.3.1.1. Security Requirements	66
2.3.3.2. Imagery	67
2.3.3.3. Mission Flight Procedures	67
2.3.3.4. Mission Training	67
2.3.3.4.1. Flight Crew and Ground Support Personnel Training	67
2.3.3.4.2. Mission Simulation Support	68
2.3.3.5. Real-Time Mission Support	68
2.4. Cargo Integration	68
2.4.1. Unpressurized Cargo Analysis and Integration	68
2.4.2. Pressurized Cargo Analysis and Integration	69
2.4.3. Cargo Physical Processing	70
2.4.3.1. Standard Cargo	70
2.4.3.2. Late Stow Cargo	70
2.4.3.3. Discrepant Hardware	70
2.4.4. Facilities	70
2.4.5. Cargo Labeling	71
2.4.6. Crew & Equipment Interface Test (CEIT)	71

- 57 -

NNJ09GA02B ISS Commercial Resupply Services

2.4.7. Cargo Return and/or Disposal	71
2.4.7.1 Cargo Return Configuration	71
2.4.7.2. Accommodate Early Destow Cargo	71
2.4.7.3. Cargo De- Integration	72
2.5. Safety and Mission Assurance	72
2.5.1 Risk Management	72
2.5.2. Orbital Vehicle Safety Assessments and Reviews	72
2.5.2.1 Integrated Cargo Safety Assessment	72
2.5.2.2. Proximity Operations and ISS Berthed Safety Assessments	73
2.5.3. Ground Safety Reviews	73
2.5.4. Safety and Health Program	73
2.5.5. Quality Assurance Program	73
2.5.5.1. Quality Assurance Management	73
2.5.5.2. Software Quality Assurance System	74
2.6. NASA Insight and approval	74
3.0 Non-Standard Services (CLIN 0002)	75
4.0 Special Task Assignments (CLIN 0003)	75

- 58 -

NNJ09GA02B ISS Commercial Resupply Services

1.0 SCOPE

This Statement of Work (SOW) and all exhibits and documents attached or referenced herein define NASA’s requirements for the Contractor to provide resupply service to the International Space Station (ISS), dispose of unneeded cargo, and to return cargo from the ISS back to NASA. Cargo includes both NASA cargo and NASA-sponsored cargo (hereinafter referred to as “cargo”). Cargo includes both pressurized and unpressurized payloads. Contracts may include missions for pressurized or unpressurized delivery, disposal, return, or any combination thereof. NASA will provide internal cargo to the Contractor including packing materials (bags, foam, flight support equipment). Cargo combined with packing materials and/or flight support equipment is referred to as “customer cargo”. NASA will provide external cargo to the Contractor without flight support equipment, referred to as “usable cargo”. NASA will provide access to detailed design information, developed by or delivered to NASA, for components associated with ISS and orbital vehicle interfaces, such as the Common Berthing Mechanism and Flight Support Equipment (FRAM or direct mount), necessary to fulfill this Statement of Work. This includes hardware drawings, acceptance test procedures, test equipment designs and data for the contractor’s use in acquiring or procuring these items. The Contractor shall perform all tasks necessary to ensure safe and reliable cargo integration and transportation to and from the ISS.

NASA will only have unlimited rights to data first produced in the performance of the services procured under this contract.

2.0 STANDARD RESUPPLY MISSION (CLIN 0001)

The Contractor shall perform the tasks necessary to execute all phases of the resupply mission per this SOW. The Standard Resupply Mission may consist of pressurized upmass delivery, unpressurized upmass delivery, cargo disposal or cargo return. The Contractor shall provide the necessary services, test hardware and software, and mission specific elements required to integrate the cargo to the orbital and launch vehicle systems. The Contractor shall perform the required tasks to accomplish the resupply missions to and from the ISS. The Contractor shall provide the required cargo de-integration and return services, where applicable, to deliver cargo back to NASA. The standard external (unpressurized) upmass complement is identified in Attachment V.F.

The Government will maintain official property records in connection with Government property under this contract. The Government will deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-supplied property described in Attachment V.K, together with such related data and information as the Contractor may request and as may be reasonably required for the intended use of the property (herein referred to as “Government-Supplied Property”).

2.1. PROGRAM MANAGEMENT

The Contractor shall provide all program management functions required to provide the ISS resupply services and to satisfy the mission requirements for each NASA mission. The program

- 59 -

NNJ09GA02B ISS Commercial Resupply Services

management function of this contract shall provide insight to NASA for technical and programmatic activities performed under this contract. The Contractor shall submit a Mission Integration and Operations Management Plan (MIOMP) prior to contract award in accordance with DRD C1-7.

The Contractor shall develop, maintain and implement a process to verify flight readiness. This auditable approach shall verify that all flight preparation responsibilities and requirements have been met and that all problems have been dispositioned prior to launch. Prior to each launch, the Contractor shall certify launch and orbital vehicle readiness prior to receipt of NASA late stow cargo.

2.1.1. FORMAL REVIEWS

The intent of the formal reviews is to provide a forum for open dialog between NASA and the Contractor with respect to vehicle and cargo integration and cargo transportation to and from the ISS. The Contractor shall provide minutes and action items resulting from each review to NASA within one week after the review. A copy of the presentation material shall be available at the review for all NASA attendees (DRD C2-1).

2.1.1.1. PROGRAM REVIEWS

During the task order performance period, the Contractor shall conduct Program Reviews with NASA at least once per quarter beginning at task order start to report:

a)	The status, closure plan and schedule for remaining ISS Integration and SSP 50808 compliance tasks, or tasks to be repeated in the event of changes to the vehicle (launch and orbital) baseline. This shall be the focus of the review when tasks are open.
b)	The integrated schedule and status for all missions with Authority to Proceed.
c)	Key schedule items from other Contractor activities that may affect the technical, cost and schedule risk to NASA missions such as but not limited to other program milestones and mission dates of other flights utilizing the same launch and orbital vehicles.
d)	Schedule Risks and Technical Risks, including risk statements, mitigation plans and mitigation schedules.
e)	Action items from previous program and technical reviews, including their status, closure plan, closure rationale.
f)	Minutes shall be published within one week of the meeting.

The intent of the Program Review is to provide a forum for open dialog between NASA and the Contractor with respect to vehicle and cargo integration and cargo transportation to and from the ISS. NASA will provide status of program direction at the reviews.

NASA and Contractor shall jointly agree to the current delivery window at Program Reviews.

At Program Reviews, any updates made in the previous quarter to the Program Plans included as Attachments to this SOW and in Table V.B-1 shall be provided but do not need to be briefed.

2.1.1.2. TECHNICAL REVIEWS

The Contractor shall conduct technical reviews to status the end-to-end integration of the launch and orbital vehicles. Technical Reviews shall be held in serial with Program Reviews. Each mission to the ISS establishes a Mission Baseline Vehicle. For a given mission, the Contractor

- 60 -

NNJ09GA02B ISS Commercial Resupply Services

shall address, at the Vehicle Baseline Review (VBR), the Mission Integration Review (MIR) and the Cargo Integration Review (CIR), design changes from the Mission Baseline Vehicle used during the immediately preceding mission.

2.1.1.2.1. VEHICLE BASELINE REVIEW

At not later than L-18 months, the Contractor shall allow NASA to participate in a Contractor review that establishes the integrated mission vehicle configuration (launch vehicle and orbital vehicle). The intent of the VBR is to establish the baseline vehicle for the mission and identify any design changes from the previous mission vehicle and the corresponding plans for executing and verifying these changes.

(A) MISSION BASELINE VEHICLE

The Contractor shall, at this review:

a)	Establish a baseline launch and orbital vehicle configuration so that subsequent mission integration efforts have definite launch and orbital environments and performance capabilities identified.
b)	With NASA approval, reconfirm the 90-day delivery window.
c)	Provide the instrumentation plan as defined in the Vehicle IDD (DRD C3-1).

(B) DESIGN CHANGES FROM PRIOR MISSION BASELINE VEHICLE

The Contractor shall also, at this review, identify any design changes from the previous mission baseline vehicle (launch and orbital vehicle).

For the orbital vehicle, the Contractor shall:

a)	Identify all SSP 50808 requirements that are impacted by the change and show how the have been allocated to the appropriate system, subsystem and/or component level. Also show how the requirements flow down is adequate to verify compliance with SSP 50808.
b)	Discuss analyses and tests performed to execute these design changes and include their methodology, assumptions and results, along with comparisons to any similar proven designs.
c)	Show how these changes affect performance, reliability and environments.
d)	Present the status or results of any mission unique or special study task assessments requested by NASA for complex manifest options.
e)	Provide a schedule to complete all work required to accomplish the design changes and close requirement verifications prior to CIR.

For the launch vehicle, the Contractor, for the launch vehicle, shall:

a)	Identify mission unique changes and first flight items. Discuss analyses performed to execute these design changes and include their methodology, assumptions and results, along with comparisons to any similar proven designs. Show how these changes affect performance, reliability and environments.
b)	Provide updates to DRD C3-5 when qualification margins in those systems decrease or new qualification tests are executed.
c)	All system requirements are appropriate and have been allocated to the subsystem and component level and the flow down is adequate to verify system performance.

- 61 -

NNJ09GA02B ISS Commercial Resupply Services

d)	The design solutions to be implemented are expected to meet the performance and functional requirements with applicable and acceptable margins.
e)	The design does not pose major problems that may cause schedule delays.
f)	Overall system architecture has been established.
g)	The design solution can be produced based on existing processes and techniques; if not, risk areas, which require unique and unproven processes, are identified and risk mitigation plans are established.
h)	An acceptable operations concept has been developed.
i)	Preliminary plans are established for end-to-end testing methodologies.

2.1.1.2.2. MISSION INTEGRATION REVIEW

At not later than L-13 months, the Contractor shall allow NASA to participate in a review that provides NASA with a current mission integration status. NASA will utilize the information presented at this review to determine if the planned delivery date is achievable and if integration efforts should continue.

(A) MISSION BASELINE VEHICLE

The Contractor shall, at this review:

a)	Establish a 30 day window for cargo delivery to ISS.
b)	Provide updates to the instrumentation plan as defined in the Vehicle IDD (DRD C3-1).
c)	Provide initial data and parameters for Mission Success Determination.
d)	Present the external cargo carrier layout for approval by NASA, if applicable.

(B) DESIGN CHANGES FROM PRIOR MISSION BASELINE VEHICLE

For the orbital vehicle, the Contractor shall:

a)	Present designs and their supporting analyses that implement mission unique requirements.
b)	Present progress in manufacturing and lay out remaining milestones and risks to accomplishing them.
c)	Present progress in ISS integration, including progress toward closure of SSP 50808 requirements, and lay out remaining milestones and risks to accomplishing them.
d)	Present progress of ISS integrated safety hazard assessments. Integrated safety analysis identifying any remaining hazards and proposed resolution per Section 2.5.2, Safety Assessments.

For the launch vehicle, the Contractor shall demonstrate the following to NASA:

a)	Designs and their supporting analyses that implement mission unique requirements.
b)	Progress in manufacturing and lay out remaining milestones and risks to accomplishing them.
c)	Technical problems and design anomalies have been resolved and effects of design changes on system performance, reliability and safety have been identifled.
d)	The detailed design will meet performance, functional requirements, and schedule.
e)	Software simulations and prototyping results do not present any potential mission risks.
f)	Test plans have been defined.

2.1.1.2.3. CARGO INTEGRATION REVIEW

- 62 -

NNJ09GA02B ISS Commercial Resupply Services

At not later than L-4 months, the Contractor shall allow NASA to participate in a review that allows NASA to assess if the Contractor will be ready for NASA cargo turnover at L-3 months. A status of all open items presented in both the VBR and MIR shall be presented at this review. All mission unique design qualification and acceptance testing, unless no-test factors of safety are used, shall have been accomplished. For open items, low schedule risk plans for completion shall be presented. All milestones to this point shall have been met.

The Contractor shall, at this review:

a)	At this review, the Contractor and NASA shall mutually agree on a delivery window of 14 days.
b)	Provide the final instrumentation plan as defined in the Vehicle IDD (DRD C3-1).
c)	Present evidence of verification closures for mission unique designs and requirements.
d)	Present evidence of verification closures for all open SSP 50808 requirements.
e)	Provide all analytical assessments that show the compatibility of NASA cargo with the launch and orbital vehicle such as integrated loads, Launch to Activation thermal assessments, electromagnetic interference (EMI), and power.
f)	Present evidence that all Safety Assessments have been approved by NASA.
g)	Provide final data and parameters for mission success determination.

ISS Integration shall be complete prior to the first CIR. The post-flight data review shall be complete; and all anomalies are identified with corrective actions and low-risk closure plans in place.

2.1.1.2.4. POST-FLIGHT REVIEW

The Contractor shall conduct a post flight review after each mission to assess mission success and provide supporting data. The Contractor shall be responsible for providing telemetry data confirming the required launch and orbit conditions and cargo environments were met as stated in the IDD (DRD C3-1). The Preliminary Post Flight Assessment (DRD C7-1) shall contain the data necessary to verify these conditions. The Contractor shall measure and provide telemetry data to the extent required by Section 2.2.2 below. NASA will be responsible for providing data supporting cargo status.

Mission success will be determined based on the criteria set forth in Contract Section II.A.19, Mission Success Determination, Investigation and Corrective Action.

2.1.2. CONFIGURATION MANAGEMENT

The Contractor shall operate in compliance with the configuration management plan submitted with the request for proposal (DRD Cl-4).

2.1.3. EXPORT CONTROL MANAGEMENT

The Contractor shall operate in compliance with the Export Control Plan submitted in accordance with DRD C1-5.

2.1.4. SCHEDULING

- 63 -

NNJ09GA02B ISS Commercial Resupply Services

The Contractor shall develop and maintain mission specific schedules that contain an end-to-end cargo and vehicle integration schedule in accordance with DRD C2-2 (Integrated Schedules); identify critical milestones; and provide the schedule for each mission electronically to the ISS Program.

2.2. VEHICLE INTEGRATION

The Contractor shall build, process, integrate and operate the launch and orbital vehicles necessary to provide resupply service to the ISS. The Contractor shall obtain the support services, permits and licenses necessary to complete the resupply service.

2.2.1. LAUNCH VEHICLE (LV) PREPARATION AND LAUNCH

The Contractor shall:

(a)	Perform all launch service preparations and launch site operations necessary to safely and successfully deliver the cargo to the ISS.
(b)	Generate the required documents and obtain all required safety approvals for the launch service and integrated payload, orbital vehicle (OV) and launch vehicle system operations including payload-to-OV and OV-to-LV system integration and launch operations.

2.2.2. TELEMETRY DATA

The Contractor shall provide vehicle telemetry, in electronic and upon request hard copy form, according to the Vehicle IDD (DRD C3-1) and the Preliminary Post Flight Assessment (DRD C7-1). This shall include a detailed listing and description of all measurements and calibration coefficients.

The Contractor shall receive and record the full-rate vehicle telemetry data from the initiation of launch countdown through all phases of powered flight, from two (2) minutes prior to stage ignition through 60 seconds after stage shutdown. For cargo return missions, the Contractor shall receive and record the full-rate vehicle telemetry from unberthing to landing in accordance with DRD C7-1, as finalized under Clause II.A.19.

2.2.3. OPERATIONAL SUPPORT SERVICES

The Contractor shall provide to NASA personnel safety training, instruction, and certification for all Contractor-operated or provided integration facilities and launch sites to ensure users are aware of facility, launch site, launch vehicle and cargo hazards and have adequate knowledge to carry out their tasks unescorted in a safe manner. The Contractor shall provide access for NASA personnel to the cargo, orbital vehicle, launch vehicle or storage facilities. The Contractor shall provide security for cargo and personnel as required in cargo-specific or facility-specific documents.

2.2.4. RANGE SUPPORT AND SERVICES

The Contractor shall comply with all applicable Range constraints. The Contractor shall make all launch Range support arrangements for: scheduling Range for launch and integrated testing, Range Safety functions, communications and timing, metric C-band beacon (radar) coverage, telemetry coverage, camera coverage of launch, and tracking and telemetry station acquisition

- 64 -

NNJ09GA02B ISS Commercial Resupply Services

predictions. The Contractor shall coordinate and ensure all tracking and data recovery support meets mission requirements. If requested, NASA will provide Tracking and Data Relay Satellite System (TDRSS) and NASA Integrated Services Network (NISN) support over existing assets for commanding, tracking and data recovery.

The Contractor shall make arrangements for Range-provided services and commodities necessary to support the resupply service.

2.2.5. LAUNCH READINESS ASSESSMENT

For each mission to the ISS, the Contractor shall perform a launch readiness assessment approximately three (3) days prior to launch. The following items shall be included in this assessment:

(i)	All critical items required to proceed into final launch countdown are ready.
(ii)	All vehicle systems have been verified for launch.
(iii)	All previously held Contractor readiness review actions have been closed or resolved.
(iv)	Launch Site and Range support organizations have committed to launch.
(v)	Tracking and data support resources have committed to launch.
(vi)	Any open work or constraints to launch are identified and closeout plans and schedules are in place and supportable.
(vii)	Mission risks are known and documented.

2.3. MISSION INTEGRATION SERVICES

The Contractor shall ensure the safe integration and transport of NASA-provided cargo, as well as Contractor-provided non-NASA cargo, to and from the ISS. The Contractor shall put in place and support an Integration and Operations (I&O) process for all resupply missions. The Contractor shall integrate the NASA-provided cargo complement, and at the vehicle level, perform analysis and integration to safely rendezvous and berth to ISS.

2.3.1. MISSION INTEGRATION MANAGEMENT

The Contractor shall perform mission integration tasks in accordance with the MIOMP (DRD Cl-7). The Contractor shall submit updates to the MIOMP prior to the MIR for those missions which the changes affect.

The Contractor shall develop and submit a Work Plan (DRD Cl-8) for each mission. This work plan shall identify the Contractor’s major milestone events applicable to each mission and provide a corresponding narrative of the work activity necessary to accomplish the major milestone events for each mission.

The Contractor shall perform the following:

a)	Provide a single point of contact with overall mission responsibility for each mission. The single point of contact shall coordinate support from all technical disciplines and management during the integration process.
b)	Conduct mission integration meetings as proposed in the MIOMP (DRD Cl-7) to successfully plan, schedule, and manage mission analyses required to define and verify compatibility of the cargo with the interface requirements and environments.

- 65 -

NNJ09GA02B ISS Commercial Resupply Services

c)	Track development status of and resolve issues associated with mission specific hardware and software.
d)	Manage the design, development, qualification, testing and integration of mission unique requirements.

2.3.2. ON-ORBIT ANALYSIS

NASA will provide the Contractor with the external cargo complement prior to the VBR. NASA will submit a cargo complement for each mission to the Contractor at approximately L-12 months. The Contractor shall perform an assessment of the total cargo complement (NASA-sponsored and Contractor-provided) at the individual cargo item level, assessing resource requirements to validate that vehicle resources are adequate to ensure safe delivery of the cargo complement.

The Contractor shall perform the mission planning and analyses necessary to provide the data for orbital vehicle and ISS integrated performance. This planning and analysis shall encompass all phases of the mission. The Contractor shall develop and submit for each mission (in accordance with DRD C4-2) an Initial Mission Resource Allocation Document (MRAD) at L-10 months. The Initial MRAD shall contain current analytical data related to: electrical power and energy, command and data requirements, orbital vehicle dynamics and mass properties, robotics and berthing requirements, orbital vehicle Computer-Aided Design (CAD) models, orbital vehicle structural math model, plume history, thruster firing history, propellant types, launch to activation (LTA) analysis for external cargo. The Contractor shall also submit orbital vehicle CAD models for each mission per DRD C4-1, Engineering Computer Aided Design Models.

2.3.3. MISSION OPERATIONS

The Contractor shall perform all functions necessary to provide end-to-end flight control operations for the orbital vehicle including ground segment interfaces, cargo operating procedures, malfunction procedures, timelines, simulation support, real-time support and crew training plans.

2.3.3.1. GROUND SEGMENT OPERATIONS

The Contractor shall provide all facilities and services necessary to accomplish the end-to-end ISS resupply mission. As a part of this technical support, the Contractor shall support two Technical Interchange Meetings per year. The Contractor shall generate the required documentation per the required NASA ground system specifications and standards interfaces for the Mission Control Center.

The Contractor’s control center shall provide the necessary interfaces to control and monitor the orbital vehicle during the free-flight, approach, attached and entry mission phases. Contractor ground segment operations shall comply with SSP 50808.

2.3.3.1.1. SECURITY REQUIREMENTS

The Contractor shall protect the integrity, availability, and where appropriate, confidentiality of the information resources transiting the interface between Contractor and NASA ground systems. The data security requirements of SSP 50525, Security Management Plan, apply to the security of Contractor information.

- 66 -

NNJ09GA02B ISS Commercial Resupply Services

The Contractor shall provide a program level security risk analysis and risk mitigation recommendations for the shared and networked Contractor ground systems. The Contractor shall investigate Contractor ground system security incidents and provide rapid response to security incidents.

The Contractor shall provide for the development of security agreements, security requirements, architecture changes and security protective mechanisms applications for the Contractor interfaces with NASA.

2.3.3.2. IMAGERY

The Contractor shall provide imagery of required crew interfaces, connectors, berthing interfaces, Extravehicular Activity (EVA) and Extravehicular Robotics (EVR) interfaces of the orbital vehicle in accordance with DRD C4-3. A Pre-Flight Imagery Plan (PFIP) shall be submitted to NASA for approval at L-6 months for pressurized and unpressurized cargo per DRD C4-3.

2.3.3.3. MISSION FLIGHT PROCEDURES

At approximately L-7 months NASA will provide to the Contractor the initial flight products (crew procedures and flight rules). NASA will develop these procedures and flight rules based on the Initial MRAD (DRD C4-2). The Contractor shall provide inputs to these flight products at L-5 months in accordance with DRD C5-1 to support the Flight Operations Review. These procedures will cover robotics operations and checklists, vestibule operations, rendezvous operations and checklist, and off-nominal systems operations and maintenance. In addition, the Contractor shall provide technical assistance and available data to NASA in the development of transfer lists and procedures, for pressurized cargo transferred to and from the ISS. NASA will provide Final Flight Products for review at L-4 weeks. The Contractor shall provide any updates to the Final Flight Products in accordance with DRD C6-2 at L-2 weeks.

2.3.3.4. MISSION TRAINING

The Contractor shall provide mission specific training, including mission simulations, to NASA flight and ground crew.

2.3.3.4.1. FLIGHT CREW AND GROUND SUPPORT PERSONNEL TRAINING

The Contractor shall provide a mission specific crew training plan as outlined in the Initial MRAD (DRD C4-2) at L-10 months. The Contractor shall provide a minimum of two flight crew and ground personnel training sessions at the Contractor facility. The Contractor shall propose acceptable dates for the training briefings in accordance with DRD C4-2.

The Contractor shall provide the following module systems training functions:

a)	Systems familiarization briefings in the classroom covering nominal and off-nominal systems operations and maintenance.
b)	Hands-on instruction in orbital vehicle systems operations and maintenance using mockups or actual vehicles as appropriate to the training task. This hands-on training shall include orbital vehicle systems up to ISS interfaces, as well as, orbital vehicle interactions with ISS systems (e.g. hatch, vestibule operations, etc.)
c)	Instructional training documentation and material as appropriate to the training task.

- 67 -

NNJ09GA02B ISS Commercial Resupply Services

d)	Coordination of integrated training plans and schedules with NASA to avoid schedule conflicts and assure proper lesson content, consistent with the Flight Products DRD C5-1.
e)	Updates to orbital vehicle data and Contractor-provided training hardware as required to maintain a mission specific training environment for each of the training aids and mockups.

2.3.3.4.2. MISSION SIMULATION SUPPORT

The Contractor shall participate in two Joint Multi-Segment Simulation Training (JMSTs). NASA will conduct the JMSTs from the NASA-Johnson Space Center (JSC) Mission Control Center (MCC) and the ISS Management Center (IMC) to perform integrated mission training for each mission. Each of these simulations may last up to 48 hours.

2.3.3.5. REAL-TIME MISSION SUPPORT

The Contractor shall support real-time mission operations for each ISS resupply service flight by providing technical expertise, on-console support at JSC during rendezvous, berthing, unpressurized cargo retrieval, translation and integration, cargo transfer and unberthing.

The Contractor shall perform operations per the MIOMP with personnel residing at the Contractor control center and/or on-site at JSC. The Contractor must provide the appropriate level of support and technical expertise to respond to Mission Action Requests, real-time flight rule changes, and any contingencies involving the delivery system.

The Contractor shall provide support during quiescent phase of the mission (scheduled cargo transfer) to respond to crew or flight controller questions and issues.

NASA will be responsible for on-orbit integrated operations once the orbital vehicle has safely arrived within the approach ellipsoid.

2.4. CARGO INTEGRATION

The Contractor shall safely integrate NASA cargo into the cargo module and or external carrier. NASA will provide pressurized cargo already packed to the Contractor. NASA will provide unpressurized (external) cargo without flight support equipment to the Contractor.

2.4.1. UNPRESSURIZED CARGO ANALYSIS AND INTEGRATION

The Contractor shall perform the analysis and integration tasks required to safely integrate unpressurized (external) orbital replacement units (ORUs) for delivery to the ISS. These tasks include cargo integration and analysis, and on-orbit operations analysis.

The Contractor shall submit a Vehicle IDD (DRD C3-1) which will provide the launch and orbital vehicle environments. NASA will use this data to assess the compatibility of NASA cargo with the launch vehicle. NASA will provide the Contractor with the external cargo manifest, including associated environments and models, hardware interfaces, ground processing requirements, interface verification requirements, and operational requirements prior to the VBR.

The Contractor shall deliver the analysis documentation in accordance with DRD C4-2 to provide evidence that the environments the ORU will be exposed to on the Contractor’s integrated carrier assembly meet the required ORU environments. The Contractor shall perform the following tasks for the NASA-provided cargo:

- 68 -

NNJ09GA02B ISS Commercial Resupply Services

a)	External cargo Interface Control Agreement (ICA) for items hard-mounted on the external carrier as identified in the Initial MRAD. The external cargo ICA shall be submitted in accordance with DRD C3-2 at L-14 months as required. A preliminary external carrier layout shall be presented per DRD C3-2 and reviewed at the MIR. The final layout will be delivered with the Initial MRAD.
b)	Perform mission specific structural, thermal, and functional assessments to ensure the feasibility of the configuration for a mission. The assessment shall include a Design Couple Load Analysis (DLA) of mission specific cargo, flight support equipment, and carrier in accordance with DRD C4-2 at L-10 months. The sensitivity of ORU response to cargo configuration (location, mass, etc.) shall be analyzed and the preferred configuration provided. The expected ORU environments during all phases of flight shall be delivered in accordance with DRD C4-2. If hardware requirements cannot be met, the Contractor shall coordinate resolution with the ISS Program or International Partner (IP) hardware provider or NASA-designated representative prior to submission of the initial MRAD (DRD C4-2).
c)	Provide external carrier integrated assembly data in accordance with DRD C3-2 to NASA for EVA/EVR analysis. The EVR assessment includes kinematics and reach and access analysis of the Space Station Remote Manipulator System (SSRMS) or Special Purpose Dexterous Manipulator (SPDM). The EVA analysis includes EVA crew reach and access and assesses translation corridors.
d)	Perform analyses and fit check (by using hardware or simulator approved by ISS Program) assessments to ensure the Carrier interface is compatible with existing ISS on-orbit stowage sites in accordance with SSP 42003, Space Station Manned Base (SSMB) to Mobile Servicing System (MSS) ICD.
e)	Develop mass property data and finite element math models of the mission specific carrier in accordance with DRD C3-2.

2.4.2. PRESSURIZED CARGO ANALYSIS AND INTEGRATION

The Contractor shall perform the analysis and integration tasks required to safely integrate pressurized cargo for delivery to the ISS. NASA will provide a preliminary pressurized cargo complement after the MIR, and NLT L-12 months. The pressurized cargo complement will define a specified number of high, medium, and low density bags; bag sizes; any internal ORUs or payloads that need to be hard mounted; and preliminary late stow and early destow requirements. For cargo requiring hard mounting, the associated resource, operational, interface verification, and ground processing requirements, and orientation constraints will also be provided at this time. The Contractor shall perform the following:

a)	Develop an internal cargo ICA in accordance with DRD C4-4 for items planned to be hard-mounted in the orbital vehicle pressurized module volume per Initial MRAD (DRD C4-2).
b)	Provide a orbital vehicle pressurized module physical configuration per Initial MRAD (DRD C4-2) with margins (+/-) for each bag from a mass and cg perspective.
c)	Perform analyses of all cargo test and analytical data as it pertains to the physical (structural) and environmental (thermal, acoustics, electromagnetic interference and compatibility (EMI/C)) interfaces with the orbital vehicle. The Contractor shall perform mission specific structural, thermal, and functional assessments to ensure the feasibility of the configuration

- 69 -

NNJ09GA02B ISS Commercial Resupply Services

for each mission. This will include a Coupled Load Analysis (CLA) of mission specific cargo, flight support equipment and orbital vehicle per the Initial MRAD (DRD C4-2). The Contractor shall coordinate resolution with NASA on any exceedances of the NASA-provided cargo environments.

d) Provide updated analysis and products per the Final MRAD (DRD C6-1). NASA will provide the Contractor an updated cargo complement prior to the CIR and NLT 5 months prior to launch. The updated cargo complement will identify updated late stow and early destow requirements and bag serial numbers with their required locations in the orbital vehicle per the Contractor-provided constraints detailed in the Initial MRAD.

2.4.3. CARGO PHYSICAL PROCESSING

The Contractor shall process cargo in accordance with SSP 50833, Cargo IRD. The Contractor shall provide Flight Support Equipment (FSE), Orbital Support Equipment (OSE), Ground Support Equipment (GSE), and any other hardware needed to process and deliver the cargo to the ISS. The Contractor shall document the required ground handling procedures or constraints for complex cargo items such as external ORUs or internal hard mount items in accordance with DRD C3-2 or C4-4 as applicable.

2.4.3.1. STANDARD CARGO

NASA will turn over the standard cargo, which includes both external and internal cargo, to the Contractor at the Contractor’s payload processing facility in accordance with the MIOMP (DRD C1-7). The Contractor shall perform all functions required to safeguard, stow, track and integrate the standard cargo into the orbital vehicle. These functions shall be applied to the cargo at the level delivered by NASA (at the ORU or bag level).

2.4.3.2. LATE STOW CARGO

NASA will turn over the late stow cargo in accordance with the MIOMP (DRD C1-7). The Contractor shall perform all functions required to safeguard, stow, track and integrate the late stow cargo into the orbital vehicle; The Contractor shall document the late stow cargo for each mission within DRD C4-2 and DRD C6-1.

2.4.3.3. DISCREPANT HARDWARE

The Contractor shall document discrepancies to hardware turned over to the Contractor and report those discrepancies to NASA within 48 hours of identifying the discrepancy.

2.4.4. FACILITIES

The Contractor shall provide and maintain payload processing facilities at the cleanliness levels required in SN-C-0005, Space Shuttle Contamination Control Requirements, to process NASA flight hardware. The facilities used to process NASA flight hardware shall also meet the environmental requirements contained in SSP 50833.

Personnel garments used at a Contractor facility in the integration of the payload shall be provided and cleaned by the Contractor. Personnel garments used in the integration of the payload shall comply with accepted clean room and personnel safety operating standards as specified in the mission specific contamination control plan.

- 70 -

NNJ09GA02B ISS Commercial Resupply Services

2.4.5. CARGO LABELING

The Contractor shall provide labeling requirements for any non-NASA cargo in the Initial MRAD (DRD C4-2). NASA will provide the appropriate labels to the Contractor prior to integration of the cargo into the vehicle. The Contractor will not be responsible for labeling or verification of labeling of NASA cargo. Contractor-manifested cargo that will not transfer to the ISS once on-orbit does not require labels from NASA.

The Contractor shall accomplish the following tasks:

a)	The Contractor shall affix Inventory Management System (IMS) bar code labels to Commercial payloads that will be transferred from the orbital vehicle to the ISS.
b)	The Contractor will not be responsible for labeling or verification of labeling of NASA cargo. However, the Contractor shall correlate IMS bar code numbers to stowage location data for all cargo flown and provide this data to NASA in accordance with the Final MRAD (DRD C6-1).
c)	The Contractor shall provide the locations of packed cargo per the Final MRAD (DRD C6-1) at L-3 months.

2.4.6. CREW & EQUIPMENT INTERFACE TEST (CEIT)

The Contractor shall support a CEIT, as defined in its MIOMP, and scheduled per DRD C4-2. The CEIT is to ensure that the crew interfaces for internal and external cargo meet the crew interface requirements as defined in SSP 50808 and SSP 50833. For each mission, the Contractor shall provide assistance to disposition discrepancies found during the CEIT inspections that are related to this SOW.

2.4.7. CARGO RETURN AND/OR DISPOSAL

The Contractor shall return or dispose cargo per the return cargo complement identified prior to CIR or NLT L-5 months. The Contractor shall identify constraints to the on-orbit packing of cargo for return per the Final MRAD (DRD C6-1). NASA will maintain the capability to adjust the return cargo complement within the identified constraints while the orbital vehicle remains berthed to the ISS.

The Contractor shall provide the cargo handling/shipping container(s) for use from cargo removal from Return Cargo Module to return of cargo to NASA. These container(s) shall include power and/or cooling services if needed to maintain the required cargo temperature environment during cargo transport to NASA. Container requirements shall be established as part of DRD C4-2.

2.4.7.1. CARGO RETURN CONFIGURATION

The Contractor shall deliver at L-l month, per DRD C6-1, the return cargo configuration layout and analytical products required for un-berthing.

2.4.7.2. ACCOMMODATE EARLY DESTOW CARGO

The Contractor shall return early destow cargo in accordance with the MIOMP (DRD C1-7). The Contractor shall document the early destow cargo for each mission within DRD C4-2 and DRD C6-1.

- 71 -

NNJ09GA02B ISS Commercial Resupply Services

The Contractor shall provide the cargo handling/shipping container(s) for use from cargo removal from Return Cargo Module to return of cargo to NASA. These container(s) shall include power and/or cooling services if needed to maintain the required cargo temperature environment during cargo transport to NASA. Container requirements shall be established as part of DRD C4-2.

2.4.7.3. CARGO DE-INTEGRATION

The Contractor shall safely remove cargo from the entry vehicle once it returns from the ISS. The cargo not removed in accordance with SOW Section 2.4.7.2 shall be removed by the Contractor and transported to the Contractor’s payload processing facility. The Contractor shall transport and store this cargo at the same bag or ORU level in which it was transferred from the ISS into the orbital vehicle. The Contractor shall coordinate with NASA to schedule shipments of flight hardware and integrated bags and trays.

NASA will provide transportation for returned cargo from the Contractor’s payload processing facility back to NASA, providing the facility is within the continental United States.

2.5. SAFETY AND MISSION ASSURANCE

The Contractor shall establish, implement, and maintain comprehensive safety and health, reliability and quality assurance programs covering program management, mission integration management, and the design, development, production, test, integration, launch and flight of the cargo delivery system.

The Contractor shall operate its vehicles in accordance with NPR 8715.6, NPR for Limiting Orbital Debris.

2.5.1. RISK MANAGEMENT

The Contractor shall implement risk management techniques that address the identification, analysis, mitigation, and tracking of potential impacts to safety or mission success. The Contractor shall develop the criteria, methods, and procedures used for identifying critical items.

2.5.2. ORBITAL VEHICLE SAFETY ASSESSMENTS AND REVIEWS

For all changes from the previous ISS mission, the Contractor shall perform the following safety assessments and reviews in accordance with SSP 30599, Safety Review Process (SRP) and SSP 50808 for each flight to ensure hazards are adequately controlled. The Contractor shall ensure credible failure modes are included.

2.5.2.1. INTEGRATED CARGO SAFETY ASSESSMENT

Based on the information reported to NASA in the Initial MRAD (DRD C4-2), NASA will provide the Contractor with a copy of its initial cargo safety assessment at L-5 months for each mission. The Contractor shall submit an integrated cargo Phase III hazard report (DRD C5-2) per SSP 30599 at L-4 months, to ensure that the packaging of the cargo complement does not include hazards with insufficient controls. The Contractor shall submit a delta integrated cargo hazard report at L-6 weeks according to DRD C6-3 that represents the final integrated cargo hazard assessment provided to NASA.

- 72 -

NNJ09GA02B ISS Commercial Resupply Services

2.5.2.2. PROXIMITY OPERATIONS AND ISS BERTHED SAFETY ASSESSMENTS

The Contractor shall perform a baseline assessment for the initial orbital vehicle mission that shall be approved by the ISS Program in accordance with SSP 30599. For subsequent missions, the baselined flight safety assessments shall be evaluated and updated as required to incorporate vehicle and operational changes. Updated safety assessments shall be approved by the ISS Program in accordance with SSP 30599. If no updates are warranted, the ISS SRP will be sent confirmation from the Contractor that the existing flight safety assessments remains applicable.

2.5.3. GROUND SAFETY REVIEWS

If required by the ground site, the Contractor shall develop and deliver integrated ground safety data packages and participate in ground safety reviews per launch or processing site requirements. The Contractor shall provide and update, for flight hardware ground operations and GSE, a Safety Data Package to the appropriate authority in support of each mission and provide a copy to NASA (DRD C1-10).

2.5.4. SAFETY AND HEALTH PROGRAM

The Contractor’s Safety Program shall ensure compliance with federal, state, and local government regulations as applied at the places of performance and as enforced in facility usage agreements. In addition, when the Contractor is performing work in any NASA-owned or controlled facility, all NASA requirements and documentation (NPR 8715.3, NASA General Safety Requirements, tailored) shall be adhered to.

Each Contractor employee on NASA-owned property, or custodian of NASA assets elsewhere to the extent those assets are involved, shall report mishaps or close calls according to the Contractor’s Mishap Notification, Investigation and Contingency Action Plan (DRD C1-2).

2.5.5. QUALITY ASSURANCE PROGRAM

The Contractor shall implement a quality assurance program that meets pertinent NASA and industry standards as described below.

2.5.5.1. QUALITY ASSURANCE MANAGEMENT

The Contractor shall maintain a quality management system that is AS9100 compliant. The Contractor shall allow NASA participation in Contractor and subcontractor compliance and internal audits upon request. NASA insight will consist of monitoring NASA-selected audits with the Contractor’s auditors and inspectors in order to provide understanding of the Contractor’s quality system and insight of their processes. If the Contractor is not AS9100-certified, the Contractor shall accommodate an annual AS9100 compliance audit by NASA.

The Contractor shall allow attendance of two personnel, performing insight for this contract, from NASA, other supporting federal agencies, or NASA support contractors at flight hardware acceptance reviews and make available all documentation associated with those reviews.

The Contractor shall provide access to all quality information such as: audit schedules, audit reports, Material Review Board (MRB) actions and minutes, problem failure reports, discrepancy reports, test failure reports, system failure reports, anomalies, deviations and waivers, and data to support NASA insight. This may take the form of read-only access to Quality Assurance on-line

- 73 -

NNJ09GA02B ISS Commercial Resupply Services

(via remote terminal) or paper database systems containing this information and to which the Contractor has regular and timely input.

The Contractor shall participate in the Government/Industry Data Exchange Program (GIDEP) and provide Alert System Documentation.

2.5.5.2. SOFTWARE QUALITY ASSURANCE SYSTEM

For the launch vehicle, the Contractor shall define and implement a Quality Assurance System in accordance with ISO 90003:2004, Software Engineering — Guidelines for the Application of ISO 9001:2000 to Computer Software and that meets or exceeds the intent of NASA-STD-8739.8 Software Assurance Standards. For the orbital vehicle, the Contractor shall define and implement a Quality Assurance System in accordance with SSP 50808.

2.6. NASA INSIGHT AND APPROVAL

As part of the standard resupply service, the Contractor shall provide the data, documentation, drawings, analytical models, and support services as necessary to accommodate the requirements specified under Clause II.A.18, NASA Insight and Approval. The Contractor shall provide this information for launch and orbital vehicle systems, subsystems, materials, processes, and test equipment including, upon request, those used on non-NASA missions.

The Contractor shall grant NASA insight into Launch Vehicle (LV) processing and integrated Payload/OV/LV processing.

Prior to the first CRS mission, at or before its Vehicle Baseline Review, the Contractor shall provide to NASA key vehicle design data in accordance with DRDs C3-3, C3-4, and C3-5. Concurrently, in accordance with DRD C7-2, the Contractor shall provide to NASA one set of flight data and reports from the mission that fully demonstrated compliance with SSP 50808. If that mission is yet to be accomplished, the Contractor shall provide DRD C7-2 within 60 days of completion of that mission.

The Contractor shall provide NASA with full-rate data and reports in accordance with DRD C7-1 and C7-2, for each mission flown by the launch vehicle or orbital vehicle regardless of the ultimate customer, to the limit that other flight data may be government classified or customer proprietary.

The Contractor shall notify NASA of qualification or test anomalies involving ISS Commercial Resupply launch and orbital vehicles, systems, subassemblies, components, software and similar launch and orbital vehicles that the Contractor is aware of.

In the event of an in-flight anomaly or launch, on-orbit or entry failure, the Contractor shall allow NASA to participate fully in the Contractor’s Failure Investigation Board including those for non-NASA missions.

NASA may elect to have representation as a resident office at the Contractor’s major manufacturing and engineering facilities for the life of the contract. The Contractor shall provide accommodations and services, such as badging, furniture, telephones, and use of easily accessible fax, viewgraph, and copy machines for up to two residents. Two voice and two data lines shall be provided. Electronic data transfer compatibility between the resident office and off-site NASA institutions is required.

- 74 -

NNJ09GA02B ISS Commercial Resupply Services

3.0 NON-STANDARD SERVICES (CLIN 0002)

The Contractor shall provide the non-standard services identified in Attachment V.J as directed by the Contracting Officer. Implementation of all non-standard services shall be fully compliant with this SOW.

4.0 SPECIAL TASK ASSIGNMENTS (CLIN 0003)

The Contractor shall perform special studies and analyses, provide materials, or fabricate incidental hardware in support of this contract as required. Each task will be initiated by written direction from the NASA Contracting Officer. These tasks include: advance planning and feasibility studies in support of future contemplated missions; analyses in support of change requirements to authorized missions; development, fabrication, and test of hardware/software to support planning studies or special tests; mission unique studies; material provision; and hardware fabrication in support of potential missions prior to mission authorization.

- 75 -

NNJ09GA02B	ISS Commercial Resupply Services
ATTACHMENT V.B.	DATA REQUIREMENTS LIST (DRL)

The Data Requirements List (DRL) identifies critical elements of the contracted effort where NASA requires aspects of mission integration insight and approval. The following DRL defines the scope of documentation required; however, NASA will utilize the Contractor’s existing documentation to the extent practical. Where there is not a direct match between a Data Requirement Description (DRD) item and the Contractor’s standard documentation, the Contractor’s documentation will be acceptable provided it contains equivalent data requirements.

DRD initial and recurring deliveries shall occur per the following tables V.B.-l through V.B-7.

DRD approval may be assumed unless the Contractor is notified by NASA of disapproval within thirty (30) days. Under certain circumstances, NASA may elect to eliminate certain submission cycles.

DRDs shall be maintained electronically in the Contractor’s preferred format, unless a specified format is defined in the DRD. All electronic DRDs shall be submitted to the Program Repository via the Electronic Data Management System (EDMS) work flow. The number of copies listed in Table D2-A represents the number of hard copies to be delivered to NASA only if the DRD data is not available electronically. Hard copies should be delivered to the COTR. The Contractor shall notify the Contracting Officer in writing of the DRD delivery. When a DRD does not require an update from one mission to the next, the Contractor shall notify the Contracting Officer in writing prior to the due date that the product of the previous mission is still valid and need not produce a new one.

Nothing contained in this DRL provision shall relieve the Contractor from furnishing data not identified and described in the DRL attachment but called for by, or under the authority of, other provisions or as specified elsewhere in this contract.

- 76 -

NNJ09GA02B ISS Commercial Resupply Services

TABLE V.B-1 DRDS REQUIRED NEAR RFP RESPONSE

		Approve/	Initial
Item	Document	Review	Due Date	Recurrence	Reference
Cl-1	Reserved
Cl-2	Mishap Notification,	Review	With	Updates at	SOW 2.5.4
	Investigation and Contingency		Proposal	Program
	Action Plan			Reviews
Cl-3	Reserved
Cl-4	Configuration Management Plan	Review	With	Updates at	SOW 2. 1.2
			Proposal	Program
				Reviews
Cl-5	Export Control Plan	Approve	Contract	Updates at	SOW
			Award	Program		2.1.3,
			+30 days	Reviews		2.3.3.3.1
Cl-6	Reserved
Cl-7	Mission Integration & Operations	Approve	With	Updates at	SOW 2.1,
	Management Plan		Proposal	Program		2.3.1,
				Reviews		2.4.3.1,
						2.4.3.2,
						2.4.7.2
Cl-8	Work Plan	Approve	With	T.O. Award	SOW 2.3.1
			Proposal	+30 days
Cl-9	Reserved
C-10	Safety Data Package	Review	When	Each	SOW 2.5.3
			delivered	mission
			to Range

TABLE V.B-2 RECURRING DRDS

		Approve/	Initial
Item	Document	Review	Due Date	Recurrence	Reference
C2-1	Formal Review Documentation	Review	First	At every	SOW 2.1.1
			formal	review
			review
C2-2	Integrated Schedules	Review	T.O.	Updates	SOW 2. 1.4
			Award	only,
			+30 days	monthly

- 77 -

NNJ09GA02B ISS Commercial Resupply Services

TABLE V.B-3 DRDS REQUIRED NEAR VBR

		Approve/	Initial
Item	Document	Review	Due Date	Recurrence	Reference
C3-1	Vehicle Interface Definition	Approve	VBR for	Updates	SOW
	Document (IDD)		first	only, at later		2.1.1.2,
			mission	VBRs	2.2.2, 2.4.1
C3-2	External Cargo Interface Control	Approve	L-14	Each	SOW
	Agreement		months	mission		2.4.1,2.4.3
C3-3	Launch Vehicle Flight Software	Review	VBR for	Updates	SOW
	Input for IV&V Review		first	only, at later		2.1.1.2.1
			mission	VBRs
C3-4	Launch Vehicle Guidance,	Review	VBR for	Updates	SOW
	Navigation and Controls Input for		first	only, at later		2.1.1.2.1
	IV&V		mission	VBRs
C3-5	Launch Vehicle Key Systems	Review	VBR for	Updates	SOW
	Qualification Data		first	only, at later		2.1.1.2.1
			mission	VBRs

TABLE V.B-4 DRDS REQUIRED NEAR MIR

		Approve/	Initial
Item	Document	Review	Due Date	Recurrence	Reference
C4-1	Engineering Computer- Aided	Review	MIR for	Within 7	SOW 2.3.2
	Design (CAD) Models		first	days of any
			mission	updated
				drawing
				release
C4-2	Initial Mission Resource	Approve	L-10	Each	SOW 2.3,
	Allocation Document		months	mission	2.4,2.5.2.1
C4-3	Imagery Plan	Review			SOW
					2.3.3.2
C4-4	Internal Cargo Interface Control
	Agreement	Approve	L-8	Each	SOW 2.4
			months	mission

     TABLE V.B-5 DRDS REQUIRED NEAR CIR

		Approve/	Initial
Item	Document	Review	Due Date	Recurrence	Reference
C5-1	Initial Flight Products	Review	L-5	Each	SOW
			months	mission		2.3.3.3
C5-2	Integrated Cargo Phase III Hazard	Approve	L-4	Each	SOW
	Report		months	mission		2.5.2.1

- 78 -

NNJ09GA02B ISS Commercial Resupply Services

TABLE V.B-6 DRDS REQUIRED NEAR LAUNCH

		Approve/	Initial
Item	Document	Review	Due Date	Recurrence	Reference
C6-1	Final Mission Resource	Approve	L-3	Each	SOW 2.4
	Allocation Document		months	mission
C6-2	Final Flight Products	Review	L-2 weeks	Each	SOW
				mission		2.3.3.3
C6-3	Delta Integrated Cargo Hazard	Approve	L-6 weeks	Each	SOW
	Report			mission		2.5.2.1

TABLE V.B-7 DRDS REQUIRED POST FLIGHT

		Approve/	Initial
Item	Document	Review	Due Date	Recurrence	Reference
C7-1	Preliminary Post Flight	Review	EOM+	Per mission	SOW
	Assessment		7 days	(telemetry		2.1.1.2.4,
				only, on		2.2.2,2.6
				non-CRS
				missions)
C7-2	Final Post Flight Assessment	Review	EOM+	Per mission	SOW
			60 days	including		2.1.1.2.1,
				non-CRS		2.6
				missions

- 79 -

NNJ09GA02B	ISS Commercial Resupply Services
ATTACHMENT V.C.	DATA REQUIREMENTS DESCRIPTIONS (DRDS)

DATA REQUIREMENT DESCRIPTION Number: Cl-1

RESERVED

DESCRIPTION/PURPOSE:

DATA REQUIREMENTS:

- 80 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: Cl-2

Cl-2: MISHAP NOTIFICATION, INVESTIGATION AND CONTINGENCY ACTION PLAN

DESCRIPTION/PURPOSE:

To provide NASA with an understanding of the Contractor’s processes notifying NASA of mishaps, as well as how the Contractor plans to investigate and establish corrective action plans for mishaps that occur while performing the work required in support of this SOW. Contingency Action Planning involves planning and coordination between NASA and the Contractor before a mishap occurs and addresses responses.

DATA REQUIREMENTS:

1.

GENERAL: Mishap reporting, investigation and corrective action requirements differ according to whether the specific mishap occurs on NASA property. Mishaps occurring on third party property will be handled in the same manner as those occurring on Contractor property.

2.

NASA MISHAP: Any unplanned occurrence, event, or anomaly involving NASA personnel, equipment, or facilities that meet one of the mishap classifications as defined in NPR 8621.1, Mishap and Close Call Reporting, Investigating and Recordkeeping. Aircraft or space hardware mishaps meeting the mishap criteria described are included if the mishap is not classified as a mission failure. Test failures which result in unexpected or unanticipated injury or damage are also included.

2.1	Mishap classification shall occur as documented in NPR 8621.1.
3.	ONSITE MISHAPS OCCURRING ON NASA PROPERTY:
3.1	Immediate Notification and Reporting of Mishaps Occurring on NASA Property.

a)	Telephonic Report. The Contractor shall notify the local safety office in accordance with local reporting requirements for all type A or B injury and/or property damage mishaps occurring on NASA property while performing work in support of this SOW.
b)	Emergency Reporting. All onsite emergencies, such as fires, paramedical assistance, etc., shall be reported immediately by telephone in accordance with local emergency reporting requirements.
c)	The Contractor shall ensure that contract employees on NASA property know and comply with local safety, health and emergency response requirements. The Contractor’s plan shall describe the processes required to accomplish this task.

4. MISHAPS OCCURRING ON CONTRACTOR PROPERTY, THIRD PARTY PROPERTY OR OTHER NON-NASA GOVERNMENT PROPERTY:

4.1. Immediate Notification and Reporting of Mishaps Occurring on Contractor Property, Third Party Property or Other Non-NASA Government Property. The Contractor shall immediately notify JSC Safety Office in the event of a Type A or B mishap occurs to NASA personnel or property while on Contractor, third party property or other non-NASA

- 81 -

NNJ09GA02B ISS Commercial Resupply Services

	government property. The Contractor’s plan describe the process through which notification will take place.
4.2.	Mishap Investigation and Corrective Action for Mishaps on Contractor Property, Third Party Property, or Other Non-NASA Government Property.

a)

An initial investigation by the Contractor is required for all mishaps which have been reported to NASA. NASA reserves discretionary authority to investigate mishaps which involve NASA personnel or resources regardless of location. The Contractor has the discretion to perform any collateral investigations. However, investigations implemented by NASA will take priority with regard to access to evidence, data, and witnesses. The proceedings of NASA investigations will remain confidential. The Contractor will have an opportunity to comment on the investigation report in accordance with NASA protocols.

b)

Contractor Final Report. After the Contractor completes its investigation of the mishap and, when appropriate, has developed a plan of corrective action, the Contractor shall deliver this completed report to NASA within 15 days of completion. This plan will include any verification activities identified by the Contractor to ensure that corrective actions to be implemented by NASA or a third party have been implemented or, if applicable, accomplished.

5. MISHAPS OCCURRING POST LAUNCH AND PRIOR TO INTEGRATED OPERATIONS

5.1.	Immediate Notification and Reporting of Mishaps Occurring Post Launch and Prior to Integrated Operations. The Contractor shall immediately notify JSC Safety Office in the event of a Type A or B mishap occurs to NASA personnel or property post launch and prior to integrated operations. The Contractor’s plan describe the process through which notification will take place.
5.2.	Mishap Investigation and Corrective Action for Mishaps Occurring Post Launch and Prior to Integrated Operations.

a)

An initial investigation by the Contractor is required for all mishaps which have been reported to NASA. NASA reserves discretionary authority to investigate mishaps which involve NASA personnel or resources regardless of location. The Contractor has the discretion to perform any collateral investigations. However, investigations implemented by NASA will take priority with regard to access to evidence, data, and witnesses. The proceedings of NASA investigations will remain confidential. The Contractor will have an opportunity to comment on the investigation report in accordance with NASA protocols.

b)

Contractor Final Report. After the Contractor completes its investigation of the mishap and, when appropriate, has developed a plan of corrective action, the Contractor shall deliver this completed report to NASA within 15 days of completion. This plan will include any verification activities identified by the Contractor to ensure that corrective actions to be implemented by NASA or a third party have been implemented or, if applicable, accomplished.

- 82 -

NNJ09GA02B ISS Commercial Resupply Services

6. MISHAPS OCCURRING DURING INTEGRATED OPERATIONS:

6.1	Immediate Notification and Reporting of Mishaps Occurring During Integrated Operations shall follow guidelines and requirements as documented in SSP 50190, Contingency Action Plan.
6.2	Mishap Investigation and Corrective Action for Mishaps Occurring During Integrated Operations.

a)

Mishap investigation and corrective action shall be performed per SSP 50190. The Contractor has the discretion to perform any collateral investigations. However, investigations implemented by NASA will take priority with regard to access to evidence, data, and witnesses. The proceedings of NASA investigations will remain confidential. The Contractor will have an opportunity to comment on the investigation report in accordance with NASA protocols.

b)

Contractor Final Report. After the Contractor completes its investigation of the mishap and, when appropriate, has developed a plan of corrective action, the Contractor shall deliver this completed report to NASA within 15 days of completion. This plan will include any verification activities identified by the Contractor to ensure that corrective actions to be implemented by NASA or a third party have been implemented or, if applicable, accomplished.

- 83 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: Cl-3

RESERVED
DESCRIPTION/PURPOSE:

DATA REQUIREMENTS:

- 84 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: Cl-4

C1-4: CONFIGURATION MANAGEMENT PLAN

DESCRIPTION/PURPOSE:

This plan shall describe the assignment of responsibility organizationally and the procedures used in accomplishment of the specific configuration management (CM) requirements as required to support the requirements of this SOW.

DATA REQUIREMENTS:

This Configuration Management plan defines the requirements, responsibilities, and procedures for the Contractor’s CM system pursuant to SSP 50123, Configuration Management Handbook, as it applies to this contract.

- 85 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: Cl-5

C1-5: EXPORT CONTROL PLAN

DESCRIPTION/PURPOSE:

The plan shall describe all export control activities related to the performance of contract requirements.

DATA REQUIREMENTS:

The Contractor shall prepare and submit an Export Control Plan (ECP), describing the Contractor’s planned approach for accomplishing contract functions while adhering to export laws, regulations and directives.

A draft plan shall be submitted within 30 days after contract award. A final Contractor-approved plan shall be submitted within 120 days after contract award.

The ECP requires concurrence of the Center Export Administrator (CEA). The plan shall be submitted within 30 days after contract start in draft form and revised to provide a final plan for approval within 120 days after contract start. The plan shall be reviewed at least annually thereafter and updated as required.

- 86 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: Cl-6

RESERVED

DESCRIPTION/PURPOSE:

DATA REQUIREMENTS:

- 87 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C1-7

C1-7: MISSION INTEGRATION AND OPERATIONS MANAGEMENT PLAN (MIOMP)

DESCRIPTION/PURPOSE:

To define the various operations and processes, product delivery templates, and organizational interfaces necessary for the Contractor to implement the Integration and Operations (I&O) activities required for the Contractor’s resupply missions.

DATA REQUIREMENTS:

This DRD covers the end-to-end array of principal functions carried out by the Contractor in the performance of contract I&O responsibilities, including:

• Cargo capabilities including:

o Standard cargo turn over for internal and external cargo

o Late stow cargo capacity and turn over timeframe

o Early destow cargo capacity and return timeframe

• Cargo manifesting and integration support

• Contractor to ISS Program Mission Integration support

• Vehicle flight operations documentation preparation

• Vehicle and external systems operations training

• Simulations and mission operations support

• Ground facility interfaces

• Data Management

The Contractor will keep this document current with established processes, schedules, and interfaces throughout the contract period. The document shall contain integrated text and graphics as required to describe and/or illustrate the various aspects of services provided, including process descriptions, schedule flows, facility and tool illustrations, organizational hierarchies, etc.

The following information shall be included under the corresponding principal function material:

1. Cargo Capabilities:

Define the Contractor’s cargo capability and schedule flexibility in the following table:

Cargo Capabilities Table

Cargo Type	Maximum Mass	Maximum Volume	Turnover Schedule
Standard Internal or External	TBP	TBP	L-TBP
Late Stow	TBP	TBP	L-TBP
Early Destow	TBP	TBP	Landing+TBP

- 88 -

NNJ09GA02B ISS Commercial Resupply Services

2. Cargo Manifesting and Integration Support:

Presents a functional breakdown and description of how the Contractor works with the ISS Program Office, the COTR, and hardware developers to establish a mission manifest within the capability of the vehicle and identify candidate commercial experiments. The processes shall include the collection and documentation of pertinent technical and operational data, establish mission manifests and execution, and physically integrate cargo into and out of the pressurized volume or the external carrier of the orbital vehicle.

3. Mission Integration Support:

Presents a functional breakdown and description of how the Contractor interfaces with the ISS Program Office to ensure the timely provision of data requirements to support the associated development of ISS mission integration documentation, and to provide the necessary data for ISS to determine pre-mission status and flight readiness.

4. Orbital Vehicle and Resupply Mission Operations Documentation Preparation:

Presents a functional breakdown and description of how the Contractor manages the preparation of flight procedures for the vehicle and cargo flown in the orbital vehicle pressurized module or external carrier. This includes Contractor procedures development, control, validation, and publication.

5. Vehicle Systems and Commercial Payload Operations Training:

Presents a functional breakdown and description of how the Contractor manages the orbital vehicle, external carrier systems, and commercial payload training for the various NASA flight crews, console operators, and simulator instructors. This includes the approach to (1) development of training plans, study materials, and hardware and software aids; (2) development of training requirements and schedules; and (3) development and utilization of training mockups.

6. Ground Facility Utilization:

Presents a functional breakdown and description of the Contractor’s approach to the utilization of (or support to the NASA utilization of) major Government and Contractor facilities during the preparation, execution, and postflight phases of resupply mission operations.

7. Data Management:

Presents a functional breakdown and description of how the Contractor manages the orbital vehicle command and data.. This includes the approach to development of vehicle, cargo and payload data requirements (including requirements for data processing, storage, and distribution), coordination of the method(s) by which this data is integrated into the standard ISS communication and data services, establishment of interfaces with NASA and non-NASA components of the air-to-ground communications network, coordination of the Contractor’s data management plan with NASA.

8. Simulations and Mission Operations Support:

Presents a functional breakdown and description of how the Contractor will manage vehicle and external carrier systems support within the JSC MCC , ISS Management Center, and ISS Mission Evaluation Room (MER) facilities during all Joint Integrated Simulations, as well as, during real-time mission operations.

- 89 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C1-8

C1-8: WORK PLAN

DESCRIPTION/PURPOSE:

The Work Plan will establish the schedule milestones, payment milestones and completion criteria for each mission.

DATA REQUIREMENTS:

For each mission scheduled to deliver cargo to ISS, the Contractor shall submit a work plan that contains:

a)	Milestone events, by name and description of the milestone event, corresponding to the payment number
b)	Number of months before (L-) launch
c)	An accomplishment criteria narrative (i.e., describe accomplishments and progress in terms of activities completed prior to the payment event).

- 90 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C1-9

RESERVED
DESCRIPTION/PURPOSE:

DATA REQUIREMENTS:

- 91 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C1-10

C1-10: SAFETY DATA PACKAGE

DESCRIPTION/PURPOSE:

This item covers the submission of System Safety-related data required to be delivered to the applicable Federal or Range Safety Organizations. This includes United States Air Force (USAF) Eastern, Western Range, Kwajalein, Kodiak Island, Wallops Island, Commercial, and International ranges. Contactor shall submit copies of all Federal or range-required documentation to NASA.

DATA REQUIREMENTS

Contactor shall submit copies of all Federal or range safety-required documentation to NASA. Time of submission shall be as specified in the applicable Federal or range safety requirements.

Submittals shall also include all agreements, determinations, interpretations, waivers, deviations, mishaps and close calls obtained with and/or delivered to any Federal or Range Safety Organizations: Eastern, Western, Kwajalein, Kodiak Island, Wallops Island, Commercial, International ranges or any other ranges.

- 92 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C2-1

C2-1: FORMAL REVIEW DOCUMENTATION

DESCRIPTION/PURPOSE:

To provide presentation and handout material, minutes, and accompanying action items lists from each formal review

DATA REQUIREMENTS:

Formal review documentation shall include:

a)	Presentation packages and hand-out materials provided at the review for NASA attendees.
b)	Minutes from each formal review
c)	List of attendees
d)	Agreements from each formal review
e)	An action item list maintained and updated by the Contractor. The list shall include:

1)	Due Date
2)	Subject
3)	Assigned tracking number for each action item
4)	Person or organization responsible for completing the action
5)	Status of action (i.e., open, closed, or deleted)

- 93 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C2-2

C2-2: INTEGRATED SCHEDULES

DESCRIPTION/PURPOSE:

To provide integrated Program schedules using established standard processes, data structures and reporting conventions to plan, manage, and report the work required in the performance of this SOW.

DATA REQUIREMENTS:

a)	The Contractor shall provide schedules which clearly depict the interrelationships and constraints among related tasks. The Contractor is encouraged to utilize modern manufacturing resource planning, industrial engineering techniques and other approaches to ensure schedule stability, accuracy, reliability, predictability, and achievability.
b)	The schedules shall be developed, maintained (updated), and provided to ensure a consistent, accurate, and stable scheduling approach that provides for the identification, coordination, sequencing, control, implementation and tracking of all required activities. The schedules shall be easily auditable by NASA.
c)	The approach shall provide the ability to fully identify, analyze, mitigate and control scheduling risks and impacts; accurately identify and analyze critical path activities; and allow its users to easily measure the progress towards achieving the intended plan.
d)	The approach shall not only represent the scheduled work for that activity, but also the requirements commitment from all interfacing organizations.
e)	Schedule consistency as used in this DRD is defined as the degree to which the Contractor utilized standardized scheduling approaches between similar processing activities and flows. Accurate scheduling as used in this DRD is defined as the accurate representation of work content and tasks duration (predicted vs. actuals). A stable schedule as used in this DRD refers to the degree to which daily schedule changes are minimized and limited to unforeseen hardware or software problems or NASA-directed changes.

- 94 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C3-1

C3-1: VEHICLE INTERFACE DEFINITION DOCUMENT (IDD)

DESCRIPTION/PURPOSE:

To provide NASA with an understanding of the Contractor’s launch vehicle environments (launch, on-orbit, and landing) so that NASA can perform end item certification on individual cargo and payload items to ensure survivability.

DATA REQUIREMENTS:

The environments shall include low frequency loads, random vibration loads, acoustic loads, thermal loads, pressure loads, and shock. Environments shall be reported at the cargo/payload interface with the orbital vehicle

The Contractor shall provide an instrumentation plan for translation from flight instrumentation to the cargo interface of interest. This plan shall be provided at the VBR, updated at the MIR, and finalized at the CIR. The plan shall include location and type of sensors, sampling rate, and downlink method and bandwidth for each mission phase.

Launch and landing load factors and rotational accelerations shall be provided in the following reference frame:

N_x(g), N_y(g), N_z(g),

R_x(rad/sec²), R_y(rad/sec²), R_Z(rad/sec²)

X: The longitudinal axis of the vehicle. Positive x axis extends from the base or bottom of the cargo vehicle to the nose of the cargo vehicle

Y: Y axis is perpendicular to the x axis.
Z: Z axis is perpendicular to the x and y axes and completes the right-handed coordinate system

Random vibration environments shall be provided in each axis from 20-2000 Hz at the cargo/payload interface to the orbital vehicle. The overall grms values shall be reported. The duration of the excitation shall be reported.

Acoustic environments shall be provided 1/3-octave band format, starting from a 31.5 Hz center frequency and extending to a 2500 Hz center frequency, at the cargo/payload interface. The overall acoustic environment shall also be provided. A reference sound pressure level of
2xl0^-5 N/m² shall be used to report the acoustic environment in terms of decibels.

Shock environments shall be provided from 10-10000 Hz at the cargo/payload interface. The response shall be reported in units of peak acceleration.

Load spectrums shall be provided which cover the expected loading events for one flight (launch, free-flight, berthing) at the cargo/payload interface. The spectrum shall be divided by a minimum of 10% amplitude tiers.

Pressure and thermal environments for pressurized and unpressurized cargo interfaces in the orbital vehicle shall be provided.

- 95 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C3-2

C3-2: EXTERNAL CARGO INTERFACE CONTROL AGREEMENT

DESCRIPTION/PURPOSE:

The External Cargo Interface Control Agreement (ICA) is designed to provide the Integrated Cargo Carrier requirements definition and interface details. This is required for complex external payloads or ORUs. It defines the mission requirements and interfaces as they are known. It shall also include any other Contractor-furnished hardware and services required such as transportation or analytical support services, as well as a preliminary carrier physical layout. The ICA will evolve as mission requirements are identified.

DATA REQUIREMENTS:

The cargo ICA shall define, to the extent required by each specific payload or ORU, the hardware interfaces and resource requirements, ground processing requirements, safety and interface verification requirements, and operational requirements of each complex cargo item identified for the resupply mission.

Format/Contents

INTERFACE CONTROL DOCUMENT

For external payloads or ORUs, an ICD shall be developed as part of the ICA. Each ICD shall include crew operation, power, cooling, command, data, and other requirements. Once baselined, each ICD shall be under configuration control. Approved cargo-specific ICDs shall be published in hard copy and available in an electronic format (softcopy) that is compatible with personal computers. All figures are not required to be imbedded in the softcopy ICDs, but must be available for delivery if requested.

Maintenance

Cargo-specific ICAs shall be maintained throughout the mission preparation period and flight as complete, updated ICAs.

- 96 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C3-3

C3-3: LAUNCH VEHICLE FLIGHT SOFTWARE INPUT FOR IV&V

DESCRIPTION/PURPOSE:

Assessments consist primarily of documentation and data review by the NASA flight software team. The focus is on technical adequacy and robustness to support mission success consistent with risk posture. Evaluation criteria are based on prior independent verification and validation (IV&V) efforts, NASA standards and industry practices.

a)	Allocation of roles and responsibilities of groups.
b)	Established system configuration, capability, and constraints.
c)	Internal and external compatibility.
d)	Established software processing capabilities and constraints.
e)	Completeness and testable requirements.
f)	Adherence to coding standards and verify design to code conformance.
g)	Hardware in the loop test facilities capability, test plan, data management process, and run review approach.
h)	Accurate delivery for flight use.
i)	Scope of development tool use and potential risk points.

DATA REQUIREMENTS:

• Organization documents — Org chart, product team, software quality assurance (SQA), Office of the Chief Engineer (OCE), and analysis role and responsibility documents.

• Vehicle system description — Vehicle overview, Avionics component ICDs, flight computer specification.

• Development process — Software development plan and process, change review board charter, and change tracking data base.

• Requirements documents and data base reports — System and derived requirements documents. Tracking data base. Requirements to design and test trace matrices, but NASA can generate the trace products independently if need be.

• Design assessment — Program flow diagrams or equivalent. Algorithm derivation documents. Source code table top review.

• Implementation — As built code products include unit testing plan and results, build scripts, compiler options file, build library description.

• Qualification test — system integration lab (SIL) test facilities capability documentation, test plan, data management plan, test review process, requirements to test closure, data if specific areas of concern are found.

• Release process — Configuration management plan, pedigree review plan, media release process.

• Development Tools — Input parameter processing and code generation scripts.

• Models — Simulation code used for developmental test.

• Kickoff, Midterm and Close-out technical interchange meetings (TIMs) sessions may be scheduled with the Contractor team to answer questions.

- 97 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C3-4

C3-4: LAUNCH VEHICLE GUIDANCE, NAVIGATION AND CONTROLS (GN&C) INPUT FOR IV&V

DESCRIPTION/PURPOSE:

NASA will perform independent analyses to assess adequacy and robustness of the Contractor’s GN&C design and compare with Contractor’s GN&C analysis results and flight data, if vehicle has flown. Independent vehicle model will be built using NASA’s Universal Controls Analysis Tool (UCAT). NASA will perform nominal and dispersed linear stability analyses to assess adequacy of autopilot stability margins. Analysis will include effects of aerodynamics, bending, propellant slosh, and actuator and sensor dynamics. NASA will also perform Nonlinear GN&C Simulation Analysis. This includes nominal and dispersed nonlinear time-domain simulations to assess robustness of GN&C design, including gimbal margins, consumables margins, and injection accuracy. Analysis will include effects of aerodynamics, bending, propellant slosh, actuator and sensor dynamics, and winds.

Flight software model can incorporate contractor’s flight software code directly (preferred) or a model can be built using contractor’s flight software algorithm description documentation. Analyses will be performed for a selected mission which may or may not have been previously flown, but for which Contractor analysis results are available. Data can be provided in formats already used by contractor. NASA has been able to convert data in their native form from several contractors.

DATA REQUIREMENTS:

• Flight software code and/or flight software documentation (preferred), if not provided above. NASA can also build a model using contractor’s flight software algorithm description documentation.

• Flight software parameters

• Vehicle characteristics

o Propulsion characteristics

o Aerodynamics parameters

o Mass properties

o Bending mode parameters

o Propellant slosh characteristics (or tank geometry description)

o GN&C sensor and actuator dynamics parameters

• Flight data, if selected mission has flown. Data, in nearly all cases, can be transmitted electronically and in formats already in use by the contractor.

• Contractor linear stability and nonlinear simulation analysis results and reports.

• 2 or 3 TIMs with Contractor GN&C analysts as needed for NASA understanding of contractor-provided data and analysis results. These meetings will occur approximately every 3-4 months over the course of about a year.

- 98 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C3-5

C3-5: LAUNCH VEHICLE KEY SYSTEMS QUALIFICATION DATA

DESCRIPTION/PURPOSE:

The Contractor shall provide qualification rationale and data for Propulsion, Flight Controls and Separation systems, subsystems and components. The Contractor shall provide systems and component specifications. This evidence demonstrates the components and systems were tested in a manner consistent with how they will be used in flight, have sufficient margin to their maximum expected environments and to their minimum required performance.

DATA REQUIREMENTS:

Component and systems specifications (design requirements documents) for Propulsion, Flight Controls and Separation.

Test Readiness Review packages

Rationale and data would typically be formal qualification test plans and reports if the methods and results are clearly enumerated. Test apparatus configuration drawings and schematics are also. If formal reports do not exist, the Contractor may provide copies of procedures and data sheets. Test deviations, anomalies and their resolutions shall also be provided.

- 99 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C4-1

C4-1: ENGINEERING COMPUTER-AIDED DESIGN (CAD) MODELS

DESCRIPTION/PURPOSE:

The three-dimensional CAD models will be accurate geometrical depictions of the exterior and interior of the vehicle. The CAD models will be used to support mission design, procedure development, clearance analysis, cargo integration, Extra-vehicular worksite analysis, solar array shadowing, Aerodynamics/Mass Properties Data Book development, and Neutral Buoyancy Lab reconfiguration. The CAD models will also be used to validate hardware interfaces, to ensure hardware will mate on-orbit with International Space Station and performing Intra-Vehicular analysis.

DATA REQUIREMENTS:

The 3-D CAD models shall be of sufficient detail that the external and internal geometry shows an accurate depiction of the vehicle. CAD models are required of the end items up to the major assembly.

Exterior CAD models

Examples of the required detail (but not limited to) for exterior CAD models are docking aids, antennae, cables, cable clamps, debris shields, EVA aids, sensors, thrusters, handrails, vents, cameras, lights, targets. All objects that deploy rotate or otherwise move shall be appropriately modeled with location and limit parameters described.

Interior CAD models

CAD models of the interior of the vehicle shall require the following (but not limited to) internal pressure shell, standoff, hatches, ports, stowage compartments, rack attachments, vents, lights, handrails, seat tracks, emergency equipment. All objects that deploy rotate or otherwise move shall be appropriately modeled with location and limit parameters described.

Format:

• Models shall be full scale in English (inches) units.

• Models shall be constructed to nominal dimensions.

• Models should be built with respect to element local coordinate system.

• Use a format that is compatible with ISS Program.

• Models shall be supplied in one of the following formats: Unigraphics (preferred), Computer-Aided Three-Dimensional Interactive Application (CATIA), PTC Pro-Engineer, Parasolid, Stereo Lithography (SLA), Virtual Reality Modeling Language (VRML), or Product Vision (JT).

• Solid Models Only—Models may be unparameterized “dumb solids” meaning tolerance data; model history, material properties, etc. need not be included.

• Model parts should be individual entities and not fused together. This will allow CAD team to update the model based on hardware measurements. Assembly structure, part names and part numbers would be helpful. However, for controlling file size growth and having redundant geometry, all identical components (i.e., handrails, connectors, etc) will be nested

- 100 -

NNJ09GA02B ISS Commercial Resupply Services

in detail/ditto space/assemblies. For example if 20 identical handrails are used, only one detail is required and the rest should be in ditto space/assembly.

• Description on movement limits for any articulating items should be provided.

• As-designed and as-built (validated and final) models shall be validated to release engineering drawings.

• Interior models shall be delivered either separate from exterior models or as an appropriately documented assembly such that interior models can easily be separated leaving both interior and exterior features intact. If supplied as separate models, information to associate interior to exterior shall be provided.

• Where interior subassemblies are supplied as separate models, sufficient documentation shall be provided to support correct geometrical integration of each subassembly into its larger interior element.

• A model tree shall be provided which documents the element model assembly architecture as well as model and subassembly titles.

• Models shall be under configuration management so that the pedigree and source of models are documented and retained.

• Models and associated assembly trees and configuration data shall be delivered electronically.

Maintenance

Updates to CAD models shall be delivered to NASA within 7 days of drawing release.

- 101 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C4-2

C4-2: INITIAL MISSION RESOURCE ALLOCATION DOCUMENT (MRAD #1)

DESCRIPTION/PURPOSE:

To establish the allocation of resources and the technical requirements for integration of the cargo elements and their support hardware with the orbital vehicle pressurized module and external carrier system for each resupply mission. The associated analyses will provide the required assessment to show cargo compatibility with the associated vehicle environments defined in the IDD and vehicle compatibility with SSP 50808.

DATA REQUIREMENTS:

a)	The Contractor’s format will be acceptable, except for those sections concerned with stowage and labeling data for payloads on ISS logistics missions.
b)	The report shall be in response to an initial NASA cargo complement delivered at L-12 months. The Contractor’s response (this MRAD) shall address specific technical and operational issues pertaining to each proposed cargo item and contain recommendations for combining the proposed cargo items into an optimized internal and external configuration based on the priorities of the proposed cargo item and overall resource allocation.
c)	The MRAD shall be the source of accurate data pertaining to the mission-unique mass, volume and other resources allocated to each cargo item, and its supporting hardware, assigned to the Contractor.
d)	The following categories of requirements shall be included in this DRD:

1)	Mission physical configuration of the orbital vehicle pressurized module and external carrier, including ascent, on-orbit, and return stowage configurations (cargo layouts)
2)	Mass and volume allocations for each bag or individual cargo item and its support hardware
3)	Mission complement electrical power and energy all mission phases (as applicable)
4)	Command and data requirements
5)	Experiment/ORU thermal/environmental assessment
6)	Orbital vehicle dynamics and mass properties
7)	Robotic and berthing requirements
8)	Orbital vehicle structural math model
9)	Orbital vehicle thruster plume and firing history, propellant types
10)	Launch to Activation Analysis for external cargo and flight profile
11)	Initial Design Coupled Loads Analysis (1 or more)

i)	Report shall include sensitivity of ORU response to cargo configuration (location and mass)
ii)	Report shall include expected ORU environment during all phases of flight and associated margins against NASA-provided environmental limits

12) Initial Verification Loads Analysis (VLA)

i)	Report shall include expected ORU environment during all phases of flight and associated margins against NASA-provided environmental limits
ii)	Report shall include guaranteed environment during flight

13) Crew utilization

- 102 -

NNJ09GA02B ISS Commercial Resupply Services

14)	Late access and/or early retrieval
15)	Flight operations support
16)	Mission-unique hardware and government furnished equipment (GFE)
17)	Crew Equipment Interface Test Dates
18)	Intact Return Packing Location
19)	Any vehicle design changes that may affect the requirements in SSP 50808 and associated analytical products necessary for the berthing of the Contractor’s on-orbit vehicle.
20)	A Mission Training Plan which addresses all training requirements for the flight crew with respect to the orbital vehicle and any necessary payloads. This plan shall define a series of lessons to meet the training objectives with associated training locations, lesson hours, required attendees, and training materials. This must be negotiated with the JSC training flight lead.
21)	A minimum of two systems familiarization briefings for the orbital vehicle to the mission specific crew representatives at the Contractor facility.

- 103 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C4-3

C4-3: IMAGERY AND ASSOCIATED CATALOGING

DESCRIPTION/PURPOSE:

The Contractor shall provide imagery of berthing interfaces, crew interfaces, connectors, Extravehicular Activity (EVA) and Extravehicular Robotic (EVR) interfaces of the orbital vehicle. This imagery shall capture all ISS interfaces on the orbital vehicle and cargo transported to the ISS.

DATA REQUIREMENTS:

The three categories of imagery that comprise this task are:

1)	Orbital Vehicle Imagery
2)	Pressurized Cargo Imagery
3)	Cargo Carrier Imagery

An imagery plan shall be constructed to facilitate Contractor planning and the submittal of the imagery. The Preflight Imagery Plan (PFIP) shall be submitted to NASA based on the requirements in this document. NASA will answer any questions the Contractor has on development of the PFIP.

PREFLIGHT IMAGERY PLAN (PFIP)

A Contractor-provided PFIP shall be submitted to NASA for review and approval by the ISS/Imagery Working Group (IWG). The imagery plan will specify the imagery to be captured by the Contractor. The PFIP will also be used for evaluation purposes to approve Contractor imagery submittals. For the orbital vehicle pressurized module and the cargo carrier, the PFIP shall be submitted to NASA at L-6 months.

Complex payload hardware, installed or mounted in the orbital vehicle pressurized module, shall require imagery of ISS attach points, connectors, fluid lines, and crew interfaces. The PFIP will list all hardware to be imaged, the type of view (close up, normal, wide view) and the integration stage of the hardware (before, during or after integration onto the module and/or carrier).

Imagery requirements will be captured according to the steps defined below:

Before Integration:

Standalone or bench top imagery of the hardware before it is integrated into the Next Higher Assembly (NHA) of the pallet or sidewall carrier. Imagery shall capture crew and EVA/EVR interfaces, guides, connectors and labels. Before integration imagery is only required for hardware mounted on the FSE such as a cargo carrier. This is generally close up imagery that allows for drill down magnification of points of interest.

During Integration:

This is imagery of the hardware before installation of shields, covers, labels or Multilayer Insulation (MLI). Several view points should be provided to show all details of the installation, attach points and surrounding hardware. This imagery will also capture any modifications to the

- 104 -

NNJ09GA02B ISS Commercial Resupply Services

hardware that affect form, fit or function. Close up and normal views can be used to satisfy these requirements.

After Integration:

This imagery captures the final flight configuration of the hardware. This is imagery taken after the installation of shields, covers, labels or MLI blankets. For the FSE cargo carrier, post-integration imagery shall include all sides of the carrier be imaged.

ORBITAL VEHICLE IMAGERY

Potential problems during on-orbit robotic or EVA berthing operations require imagery of all orbital vehicle ISS interfaces. For berthing interfaces, detailed close up and overall wide view imagery documenting ISS interfaces are required. The integration and final configuration of EVR grappling fixtures are required to support EVA/EVR operations and anomaly resolution. Any EVR interface or EVA crew aid on the module will require final configuration imagery. Cable and fluid lines that connect to the ISS after berthing require final configuration imagery of the connectors. This imagery will provide the clocking and pin configuration of all ISS connections.

PRESSURIZED CARGO IMAGERY

Pressurized cargo imagery shall be taken to support cargo unloading and loading operations and crew training. All FSE attach points, connectors and crew interfaces shall be imaged before, during and after integration. This imagery will be included in the PFIP to ensure requirements are defined and communicated to the integrator. The Contractor shall submit the PFIP to NASA at L-6 months. The PFIP shall define imagery requirements for the “before integration”, “during integration”, and “after integration” phases of the integration.

EXTERNAL CARGO CARRIER IMAGERY

External cargo carrier imagery shall be taken to support EVA and EVR operations on each ISS mission that transports external cargo. All FSE attach points, EVA/EVR hardware interfaces, connectors and crew interfaces shall be imaged before, during and after integration. This imagery will be included in the PFIP to ensure requirements are defined and communicated to the integrator. The Contractor shall submit the PFIP to NASA at L-6 months. The PFIP shall define imagery requirements for the “before integration”, “during integration”, and “after integration” phases of the integration. Examples of the external cargo carrier imagery requirements include:

EVA/EVR interfaces — Defined as imagery documenting the mechanisms that either an EVA crewperson or robotic arm must interface with for removal of hardware from the carrier. This imagery includes attach points of ISS hardware to the carrier, crew interfaces, connectors and EVA/EVR release mechanisms.

Crew Aids — Imagery of EVA crew assist aids resident to the carrier (handrails, worksite interface fixture)

Power and Thermal Interfaces — Imagery of electrical, thermal and data interfaces to ISS hardware.

- 105 -

NNJ09GA02B ISS Commercial Resupply Services

Hardware Modifications — After hardware is turned over to the Contractor doing the carrier integration, imagery will be taken of any modifications to either the ISS hardware or to the carrier interfaces, if these modifications affect form, fit, or function.

IMAGERY SUBMITTALS

The minimum resolution for the PFIP digital still imagery shall be no less than 6 megapixel. Images downloaded from the camera shall be in a “.TIF” format for maximum image resolution. Imagery will be submitted to NASA at L-2 months. Image cataloging data with enough detail to support subsequent retrieval shall be submitted for incorporation into the NASA-JSC Digital Imagery Management System (DIMS) database. The preferred submittal method consists of submitting the imagery and data on Compact Disk — Read Only Memory (CD-ROM) or Digital Video Disc (DVD).

- 106 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C4-4

C4-4: INTERNAL CARGO INTERFACE CONTROL AGREEMENT

DESCRIPTION/PURPOSE:

The Internal Cargo Interface Control Agreement (ICA) is designed to provide the orbital vehicle pressurized module to cargo item requirements definition and interface details. This is required for complex internal payloads or ORU, It defines the mission requirements and interfaces as they are known. It shall also include any other Contractor-furnished hardware and services required such as transportation or analytical support services. The ICA will evolve as mission requirements are identified.

DATA REQUIREMENTS:

The cargo ICA shall define, to the extent required by each specific payload or ORU, the hardware interfaces and resource requirements, ground processing requirements, safety and interface verification requirements, and operational requirements of each complex cargo item identified for the resupply mission.

Format/Contents

Depending on the complexity of the payload and its interfaces two types of ICAs shall be available:

1. INTERFACE CONTROL DOCUMENT (ICD)

Active payloads or hardmounted ORUs which require crew operation, or require resources such as power, cooling, command and data, etc., shall utilize ICDs. Once baselined, each ICD shall be under configuration control. Approved cargo-specific ICDs shall be published in hard copy and available in an electronic format (softcopy) that is compatible with personal computers. All figures are not required to be imbedded in the softcopy ICDs, but must be available for delivery if requested.

2. STOWAGE INTERFACE AGREEMENT (SIA)

Passive payloads with ground handling constraints and/or verification requirements shall utilize SIAs. The cargo specific SIA may follow the format specified by the Contractor. Once baselined, each SIA shall be under configuration control. Approved payload-specific SIAs shall be published in hard copy and available in an electronic format (softcopy) that is compatible with personal computers. Figures (if any) are not required to be imbedded in the softcopy SIAs, but must be available for delivery if requested.

Maintenance

Cargo-specific ICAs shall be maintained throughout the mission preparation period and flight as complete, updated ICAs.

- 107 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C5-1

C5-1: INITIAL FLIGHT PRODUCTS

DESCRIPTION/PURPOSE:

NASA will use hardware and analytical data provided by the Contractor in the Initial MRAD to develop the preliminary flight products, crew procedures, and flight rules. This DRD provides a mechanism for the Contractor to provide technical input and comments to the NASA developed procedures. These procedures include maintenance, malfunction, timelines, and crew training plans for both the orbital vehicle and cargo.

These products will ultimately be used by NASA as flight documents for flight crew and ground personnel.

DATA REQUIREMENTS:

The Contractor shall provide updates to NASA-provided draft flight procedures and flight rules. These procedures and timelines shall address all orbital vehicle procedures and sequences, as well as any required cargo mission unique procedures.

Flight procedures the Contractor shall review include:

a)	Nominal and off-nominal operations of the orbital vehicle and payloads. The areas to be covered include Robotics Operations/Checklists, Contingency Operations, Vestibule Operations, Rendezvous Operations/Checklist, On-Orbit Maintenance, Flight Rule Inputs Portable Computer System (PCS) Displays, On-orbit checkout (berthing).
b)	Vehicle updates to Guidance and Trajectory

1)	Vehicle trajectory data and 3-sigma dispersions analysis
2)	Vehicle navigational sensor data (performance, accuracy, limitations and constraints)

- 108 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C5-2

C5-2: INTEGRATED CARGO PHASE III HAZARD REPORT

DESCRIPTION/PURPOSE:

The ISS SRP will use the Integrated Hazard Reports and System Description to assess the design and operation of ISS element hardware configuration for preflight assessments.

DATA REQUIREMENTS:

Submittals shall consist of Integrated Hazard Reports and System Descriptions for all cargo that will be integrated into the orbital vehicle pressurized module and the integrated assembly on the external carrier.

Hazard Reports and System Descriptions shall be provided in accordance with SSP 30309, Safety Analysis and Risk Assessment Requirements.

System Description: The Contractor shall provide a description of the launch and on-orbit configuration of the hardware in accordance with SSP 30599. Functional diagrams shall be submitted and supplemented with descriptions of interfaces and operations.

- 109 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C6-1

C6-1: FINAL MISSION RESOURCE ALLOCATION DOCUMENT (MRAD #2)

DESCRIPTION/PURPOSE:

To establish the allocation of resources and the technical requirements for integration of the cargo elements and their support hardware with the orbital vehicle pressurized module and external carrier system for each resupply mission. The associated analyses will provide the required assessment to show cargo compatibility with the associated vehicle environments defined in the IDD and vehicle compatibility with SSP 50808.

The Contractor shall provide an Final MRAD that contains the analytical data required for the initial MRAD but for the final cargo complement and configuration.

DATA REQUIREMENTS:

a)	The Contractor’s format will be acceptable, except for those sections concerned with stowage and labeling data for payloads on ISS logistics missions.
b)	The report shall be in response to a final set of NASA cargo complement delivered at L-6 months. The Contractor’s response shall contain the an optimized internal and external configuration based on the priorities of the proposed cargo item and overall resource allocation. Any technical or operational issues that could not be resolved shall be documented in the report with a recommended forward action plan. This report shall also capture the final planning and associated milestones with vehicle design changes that may affect the requirements in SSP 50808 and associated analytical products necessary for the berthing of the Contractor’s on-orbit vehicle.
c)	The MRAD shall be the source of accurate data pertaining to the mission-unique mass, volume and other resources allocated to each cargo item, and its supporting hardware, assigned to the Contractor. All data shall be updated with the latest cargo complement.
d)	The following categories of requirements shall be included in this DRD with updates or final configuration data:

1)	Mission physical configuration of the orbital vehicle pressurized module and external carrier, including ascent, on-orbit, and return stowage configurations (cargo layouts)
2)	Mass and volume allocations for each bag or individual cargo item and its support hardware
3)	Mission complement electrical power and energy all mission phases (as applicable)
4)	Command and data requirements
5)	Experiment/ORU thermal/environmental assessment
6)	Orbital vehicle dynamics and mass properties
7)	Robotic/berthing requirements
8)	Orbital vehicle structural math model
9)	Orbital vehicle thruster plume and firing history, propellant types
10)	Launch to Activation Analysis for external cargo and flight profile
11)	Final Design Coupled Loads Analysis (1 or more)

i) Report shall include sensitivity of ORU response to cargo configuration (location and mass)

- 110 -

NNJ09GA02B ISS Commercial Resupply Services

ii) Report shall include expected ORU environment during all phases of flight and associated margins against NASA-provided environmental limits

12) Verification Loads Analysis (VLA)

i)	Report shall include expected ORU environment during all phases of flight and associated margins against NASA-provided environmental limits
ii)	Report shall include guaranteed environment during flight

13)	Updates to Crew utilization
14)	Final plan for late access and/or early retrieval
15)	Final Flight operations support plan
16)	Mission-unique hardware and GFE
17)	Final Crew Equipment Interface Test Dates
18)	Final Intact Return Packing Location
19)	Transfer Bag or Item Name (from label), serial number, IMS bar code label and size
20)	Any updates to the Mission Training Plan which addresses all training requirements for the flight crew with respect to the orbital vehicle and any necessary payloads.

The Final MRAD shall also identify the cargo return and/or disposal content and layout per the return manifest complement.

- 111 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C6-2

C6-2: FINAL FLIGHT PRODUCTS

DESCRIPTION/PURPOSE:

NASA will use hardware and analytical data provided by the Contractor in the Initial MRAD to develop the preliminary flight products, crew procedures, and flight rules. This DRD provides a mechanism for the Contractor to provide technical input and comments to the NASA developed procedures. These procedures include maintenance, malfunction, timelines, and crew training plans for both the orbital vehicle and cargo.

These products will ultimately be used by NASA as flight documents for flight crew and ground personnel.

The Contractor shall review and provide updates to the final set of flight products delivered at L-2 weeks.

DATA REQUIREMENTS:

The Contractor shall provide updates to NASA-provided final flight procedures and flight rules. These procedures and timelines shall address all orbital vehicle procedures and sequences, as well as any required cargo mission unique procedures.

Flight procedures the Contractor shall review and provide technical input into include:

a)	Nominal and off-nominal operations of the orbital vehicle and payloads. The areas to be covered include Robotics Operations/Checklists, Contingency Operations, Vestibule Operations, Rendezvous Operations/Checklist, On-Orbit Maintenance, Flight Rule Inputs PCS Displays, On-orbit checkout (berthing).
b)	Vehicle updates to Guidance and Trajectory

1)	Vehicle trajectory data and 3-sigma dispersions analysis
2)	Vehicle navigational sensor data (performance, accuracy, limitations and constraints)

- 112 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C6-3

C6-3: DELTA INTEGRATED CARGO HAZARD REPORT

DESCRIPTION/PURPOSE:

The Contractor shall provide updates to integrated cargo hazard reports.

DATA REQUIREMENTS:

Any updates to DRD C5-2 Integrated Cargo Hazard Report, utilizing the same data requirements.

- 113 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C7-1

C7-1: PRELIMINARY POST FLIGHT ASSESSMENT

DESCRIPTION/PURPOSE:

After each launch, a preliminary post-flight report shall be provided that addresses Mission Success Criteria. Sufficient detail and evidence shall be provided for NASA to make a Mission Success Determination. This report shall provide an initial post-flight summary of the performance of the launch and orbital vehicles. Preliminary notification and investigation status of any anomalies cited to this point shall be provided in the report. Any data required from NASA, such as on-orbit telemetry or photos (agreed to at CIR), will be delivered within fourteen (14) days of CRS Visiting Vehicle (CVV) berthing.

DATA REQUIREMENTS:

a)	Full-rate flight data in accordance with the instrumentation plan in the Vehicle IDD (DRD C3-1) and SOW Section 2.2.2.
b)	Complete full-rate telemetry stream for launch vehicle systems.
c)	Contractor’s Flight or Launch Readiness Review package
d)	Pre-flight prediction of

1)	expected flight environments (i.e., acoustic/vibration, quasi-static acceleration, thermal, and pressure)
2)	6-degree of freedom (DOF) trajectory simulation and its inputs, nominal and 3-sigma orbit elements, performance, margins, reserves, sequence of events and tracking
3)	Generic vehicle environmental data may be submitted unless mission unique environmental requirements are identified in the ICD

e) Presentation and analysis of the Mission Success Criteria, which are determined in accordance with Clause II.A.19 Mission Success Determination, Investigation, and Corrective Actions at the Cargo Integration Review.

- 114 -

NNJ09GA02B ISS Commercial Resupply Services

DATA REQUIREMENT DESCRIPTION Number: C7-2

C7-2: FINAL POST FLIGHT ASSESSMENT

DESCRIPTION/PURPOSE:

After each launch, a final post-flight report shall be provided. This report shall provide a comprehensive post-flight summary of the performance of the launch and orbital vehicles. This report will support the NASA Contracting Officer’s mission success determination.

This requirement shall also apply to utilization of the launch vehicle fleet or delivery vehicle fleet on non-NASA missions.

DATA REQUIREMENTS:

After each mission, this report shall be provided the following data as it pertains to the launch and orbital vehicles:

a)	Contractor’s post flight report, including predicted and actual vehicle system, subsystem and component performance data
b)	Post flight determination of actual flight environments
c)	Explanation of significant differences between the predicted and actual flight environments
d)	When applicable, accident investigation and resolution documentation, responses and implementations to the mishap board’s recommendations and return to flight activities
e)	Identify problems, anomalies and malfunctions over the course of the mission and their impact on the payload and the overall mission.
f)	Provide recommended corrective actions and anomaly resolutions. This would include model and predicted environment updates due to collected flight data.
g)	Assess the adequacy of training, both for flight and ground personnel

- 115 -

NNJ09GA02B ISS Commercial Resupply Services ATTACHMENT V.D. SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN I l> T—(

117

Use or disclosure of contents of this page is restricted by the disclosure statement on the title page Orbital

NNJ09GA02B ISS Commercial Resupply Services 1.1 PERCENTAGE GOALS & TOTAL DOLLARS PLANNED FOR SMALL BUSINESS
- -119-

NNJ09GA02B ISS Commercial Resupply Services - -120-

NNJ09GA02B ISS Commercial Resupply Services - -121 -

NNJ09GA02B ISS Commercial Resupply Services - -122-

NNJ09GA02B ISS Commercial Resupply Services - -123-

NNJ09GA02B ISS Commercial Resupply Services - -124-

NNJ09GA02B	ISS Commercial Resupply Services
ATTACHMENT V.E.	SAFETY AND HEALTH PLAN
	(Orbital Safety Manual, #TM-1617 REV T, dated 08 February 2008, Incorporated By Reference)

-125-

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.F.	STANDARD RESUPPLY SERVICE — STANDARD
	EXTERNAL CARGO COMPLEMENT

A. ORBITAL REPLACEMENT UNITS (ORUs)

1.	Direct Current Switching Unit (DCSU)*
2.	Main Bus Switching Unit (MBSU)*
3.	Pump Module Assembly (PMA)
4.	Utility Transfer Assembly (UTA)
5.	Nitrogen Resupply Bottle (NRB)
6.	Flexible Hose Rotary Coupler (FHRC)
7.	Control Moment Gyroscope (CMG)

* denotes also compatible with SPDM. If their FSE is designed for SPDM-compatibility, an EVA is not required for removal and reinstallation.

B. PAYLOADS

1. Flight Releasable Attach Mechanism-based science payloads

-126-

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.G.	PERSONAL IDENTITY VERIFICATION (PIV) OF
	CONTRACTOR PERSONNEL

PIV Card Issuance Procedures in accordance with FAR clause 52.204-9, Personal Identity Verification of Contractor Personnel

FIPS 201 Appendix A graphically displays the following procedure for the issuance of a PIV credential.

The following steps describe the procedures for the NASA Personal Identity Verification Card Issuance (PCI) of a PIV credential:

Step 1:

The Contractor’s Corporate Security Officer (CSO), Program Manager (PM), or Facility Security Officer (FSO) submits a formal letter that provides a list of contract employees (applicant) names requesting access to the NASA Contracting Officer’s Technical Representative (COTR). In the case of a foreign national applicant, approval through the NASA Foreign National Management System (NFNMS) must be obtained for the visit or assignment before any processing for a PIV credential can take place. Further, if the foreign national is not under a contract where a COTR has been officially designated, the foreign national will provide the information directly to their visit/assignment host, and the host sponsor will fulfill the duties of the COTR mentioned herein. In each case, the letter shall provide notification of the contract or foreign national employee’s (hereafter the “applicant”) full name (first, middle and last), social security number (SSN) or NASA Foreign National Management System Visitor Number if the foreign national does not have a SSN, and date of birth. If the contract employee has a current satisfactorily completed

-127-

NNJ09GA02B ISS Commercial Resupply Services

National Agency Check with Inquiries (NACI) or an equivalent or higher degree of background investigation, the letter shall indicate the type of investigation, the agency completing the investigation, and date the investigation was completed. Also, the letter must specify the risk/sensitivity level associated with the position in which each applicant will be working (NPR 1600.1, Security Program, §4.5 is germane) Further, the letter shall also acknowledge that contract employees may be denied access to NASA information or information systems based on an unsatisfactory background investigation/adjudication.

After reviewing the letter for completeness and concurring with the risk/sensitivity levels, the COTR/host must forward the letter to the Center Chief of Security (CCS). The CCS shall review the Office of Personnel Management (OPM) databases (e.g., Defense Clearance and Investigation Index [DCII], Personal Identity Provider [PIP], et al.), and take appropriate steps to validate the applicant’s investigation status. Requirements for a NACI or other investigation shall be initiated only if necessary.

Applicants who do not currently possess the required level of background investigation shall be directed to the Electronic Questionnaires for Investigations Processing (e-QIP) web site to complete the necessary background investigation forms online. The CCS shall provide to the COTR/host information and instructions on how to access the e-QIP for each contract or foreign national employee requiring access

Step 2:

Upon acceptance of the letter/background information, the applicant will be advised that in order to complete the investigative process, he or she must appear in-person before the authorized PIV registrar and submit two forms of identity source documents in original form. The identity source documents must come from the list of acceptable documents included in Form I-9, Employment Eligibility Verification, one which must be a Federal or State-issued picture identification. A non-PIV government identification badge, including the NASA Photo Identification Badge, may not be used for the original issuance of a PIV vetted credential. Fingerprints will be taken at this time. The applicant must appear no later than the entry on duty date.

When the applicant appears, the registrar will electronically scan the submitted documents; any document that appears invalid will be rejected by the registrar. The registrar will capture electronically both a facial image and fingerprints of the applicant. The information submitted by the applicant will be used to create or update the applicant identity record in the Identity Management System (IDMS).

Step 3:

Upon the applicant’s completion of the investigative document, the CCS reviews the information, and resolves discrepancies with the applicant as necessary. When the applicant has appeared in person and completed fingerprints, the package is electronically submitted to initiate the NACI. The CCS includes a request for feedback on the National Agency Check (NAC) portion of the NACI at the time the request is submitted.

Step 4:

Prior to authorizing physical access of a Contractor employee to a federally-controlled facility or access to a Federal information system, the CCS will a National Crime Information Center

-128-

NNJ09GA02B ISS Commercial Resupply Services

(NCIC) with an Interstate Identification Index check is/has been performed. In the case of a foreign national, a national check of the Bureau of Immigration and Customs Enforcement (BICE) database will be performed for each applicant. If this process yields negative information, the CCS will immediately notify the COTR/host of the determination regarding access made by the CCS.

Step 5:

Upon receipt of the completed NAC, the CCS will update IDMS from the NAC portion of the NACI and indicate the result of the suitability determination. If an unsatisfactory suitability determination is rendered, the COTR will advise the Contractor that the employee is being denied physical access to all federally-controlled facilities and Federal information systems.

Based on a favorable NAC and NCIC/III or BICE check, the CCS will authorize the issuance of a PIV federal credential in the Physical Access Control System (PACS) database. The CCS, based on information provided by the COTR/host, will determine what physical access the applicant should be granted once the PIV issues the credential.

Step 6:

Using the information provided by the applicant during his or her in-person appearance, the PIV card production facility creates and instantiates the approved PIV card for the applicant with an activation date commensurate with the applicant’s start date.

Step 7:

The applicant proceeds to the credential issuance facility to begin processing for receipt of his/her federal credential.

The applicant provides to the credential issuing operator proof of identity with documentation that meets the requirements of FIPS 201 (Department of Homeland Security Employment Eligibility Verification (Form I-9) documents. These documents must be the same documents submitted for registration.

The credential issuing operator will verify that the facial image, and optionally reference finger print, matches the enrollment data used to produce the card. Upon verification of identity, the operator will locate the employee’s record in the PACS database, and modify the record to indicate the PIV card has been issued. The applicant will select a Personal Identification Number (PIN) for use with his or her new PIV card. Although root data is inaccessible to the operator, certain fields (hair color, eye color, et al.) may be modified to more accurately record the employee’s information.

The applicant proceeds to a kiosk or other workstation to complete activation of the PIV card using the initial PIN entered at card issuance.

-129-

NNJ09GA02B ISS Commercial Resupply Services

ALTERNATIVE FOR APPLICANTS WHO DO NOT HAVE A COMPLETED AND ADJUDICATED NAC AT THE TIME OF ENTRANCE ON DUTY

Steps 1 through 4 shall be accomplished for all applicants in accordance with the process described above. If the applicant is unable to appear in person until the time of entry on duty, or does not, for any other reason, have a completed and adjudicated NAC portion of the NACI at the time of entrance on duty, the following interim procedures shall apply.

1.	If the documents required to submit the NACI have not been completed prior to Entrance on Duty (EOD), the applicant will be instructed to complete all remaining requirements for submission of the investigation request. This includes presentation of I-9 documents and completion of fingerprints, if not already accomplished. If the applicant fails to complete these activities as prescribed in NPR 1600.1 (Chapters 3 and 4), it may be considered as failure to meet the conditions required for physical access to a federally-controlled facility or access to a Federal information system, and result in denial of such access.
2.	Based on favorable results of the NCIC, the applicant shall be issued a temporary NASA identification card for a period not-to-exceed six months. If at the end of the six month period the NAC results have not been returned, the agency will at that time make a determination if an additional extension will be granted for the temporary identification card.
3.	Upon return of the completed NAC, the process will continue from Step 5.

-130-

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.H. ACRONYMS AND ABBREVIATIONS

ASSIST	Acquisition Streamlining and Standardization Information System
ATP	Authority/Authorization to Proceed
BICE	Bureau of Immigration and Customs Enforcement
CAD	Computer- Aided Drafting/Design
CATIA	Computer-Aided Three-Dimensional Interactive Application
CCR	Central Contractor Registration
CCS	Center Chief of Security
CD-ROM	Compact Disk — Read Only Memory
CEA	Center Export Administrator
CEIT	Crew and Equipment Interface Test
CFR	Code of Federal Regulations
CIO	Chief Information Officer
CIR	Cargo Integration Review
CLA	Coupled Loads Analysis
CLIN	Contract Line Item Number
CM	Configuration Management
CMG	Control Moment Gyro
COTR	Contracting Officer Technical Representative
COTS	Commercial Orbital Transportation Services
CRS	Commercial Resupply Services
CSO	Corporate Security Officer
CY	Calendar Year
DCII	Defense Clearance and Investigation Index
DCSU	Direct Current Switching Unit
DHS	Department of Homeland Security
DIG	Designated Industry Group
DIMS	Digital Imagery Management System
DLA	Design Coupled Loads Analysis
DoD	Department of Defense
DoDSSP	Department of Defense Single Stock Point
DOF	Degrees of Freedom
DOT	Department of Transportation
DRD	Data Requirements Document
DRL	Data Requirements List
DUNS	Data Universal Numbering System
DVD	Digital Video Disk
EAR	Export Administration Regulations
ECP	Export Control Plan
ECS	Environmental Control System
EDMS	Electronic Data Management System
EFT	Electronic Funds Transfer

-131-

NNJ09GA02B ISS Commercial Resupply Services

EMC	Electromagnetic Compatibility
EMI	Electromagnetic Interference
EMI/C	Electromagnetic Interference/Compatibility
E.O.	Executive Order
EOD	Entrance on Duty
EOM	End of Mission
e-QIP	Electronic Questionnaires for Investigations Processing
ERB	Engineering Review Board
EVA	Extravehicular Activity
EVR	Extravehicular Robotics
FAA	Federal Aviation Administration
FAR	Federal Acquisition Regulations
FHRC	Flexible Hose Rotary Coupler
FIPS	Federal Information Processing Standards
FMEA	Failure Modes Effects Analysis
f.o.b.	Freight On Board
FOD	Foreign Object Debris
FPMR	Federal Property Management Regulations
FRAM	Flight Releasable Attach Mechanism
FRB	Failure Review Board
FRGF	Flight Releasable Grapple Fixture
FSC	Federal Supply Clauses
FSE	Flight Support Equipment
FSG	Federal Supply Group
FSO	Facility Security Officer
GAO	Government Accountability Office
GFE	Government Furnished Equipment
GFEPS	Government Furnished Equipment, Property and Services
GFP	Government Furnished Property
GIDEP	Government Industry Data Exchange Program
GN&C	Guidance, Navigation and Controls
GPS	Global Positioning System
GSA	General Services Administration
GSE	Ground Support Equipment
HBCU/MI	Historically Black College or University / Minority Institution
HSPD	Homeland Security Presidential Directive
HUBZone	Historically Underutilized Business Zone
Hz	hertz
ICA	Interface Control Agreement
ICD	Interface Control Document
IDD	Interface Definition Document
IDIQ	Indefinite Delivery Indefinite Quantity

-132-

NNJ09GA02B ISS Commercial Resupply Services

IDMS	Identity Management System
IEEE	Institute of Electrical and Electronics Engineers
IGA	Intergovernmental Agreement
IMC	International Space Station Management Center
IMS	Inventory Management System
I&O	Integration and Operations
IP	International Partner;
	Internet Protocol
IRD	Interface Requirements Document
IRS	Internal Revenue Service
ISPR	International Standard Payload Rack
ISS	International Space Station
IT	Information Technology
ITAR	International Traffic in Arms Regulations
IVA	Intravehicular Activity
IV&V	Independent Verification and Validation
IWG	Imagery Working Group
JMST	Joint Multi-Segment Simulation Training
JSC	Johnson Space Center
kg	kilogram
L-	Launch minus (time before launch)
LTA	Launch to Activation
LV	Launch Vehicle
MBSU	Main Bus Switching Unit
MCC	Mission Control Center
MER	Mission Evaluation Room
MIOMP	Mission Integration and Operations Management Plan
MIR	Mission Integration Review
MLI	Multi-Layer Insulation
MOU	Memorandum of Understanding
MRAD	Mission Resources Allocation Document
MRB	Material Review Board
MSS	Mobile Servicing System
MT	Metric Tons
NAC	National Agency Check
NACI	National Agency Check with Inquiries
NAICS	North American Industry Classification System
NASA	National Aeronautics and Space Administration
NASIRC	NASA Incident Response Center
NCIC	National Crime Information Center
NFNMS	NASA Foreign National Management System

-133-

NNJ09GA02B ISS Commercial Resupply Services

NFS	NASA FAR Supplement
NHA	Next Higher Assembly
NISN	NASA Integrated Services Network
NIST	National Institute of Standards and Technology
NLT	No Later Than
NPD	NASA Policy Directive
NPR	NASA Procedural Requirement
NRB	Nitrogen Resupply Bottle
NSCCB	Network Security Configuration Control Board
OCE	Office of the Chief Engineer
OMB	Office of Management and Budget
OPM	Office of Personnel Management
ORCA	Online Representations and Certifications Applications
ORU	Orbital Replacement Unit
OSE	Orbital Support Equipment
OSHA	Occupational Safety and Health Administration
OV	Orbital Vehicle
PACS	Physical Access Control System
PCI	PIV Card Issuance
PCS	Portable Computer System
PFIP	Preflight Imagery Plan
PIN	Personal Identification Number
PIP	Personal Identity Provider
PIV	Personal Identity Verification
PKI	Public Key Infrastructure
P.L.	Public Law
PM	Program Manager
PMA	Pump Module Assembly
Pub.L.	Public Law
R&D	Research and Development
RF	Radio Frequency
RFI	Request for Information
RFP	Request for Proposal
ROM	Rough Order of Magnitude
S&MA	Safety and Mission Assurance
SB	Small Business
SBU	Sensitive But Unclassified
SDB	Small Disadvantaged Business
SEB	Source Evaluation Board
SF	Standard Form
SLA	Stowage Interface Agreement
SIL	Systems Integration Lab

-134-

NNJ09GA02B ISS Commercial Resupply Services

SLA	Stereo Lithography
SOE	Sequence of Events
SOW	Statement of Work
SP	Special Publication
SPA	Software Product Assurance
SPDM	Special Purpose Dexterous Manipulator
SQA	Software Quality Assurance
SRP	Safety Review Panel
SSMB	Space Station Manned Base
SSN	Social Security Number
SSRMS	Space Station Remote Manipulator System
TBD	To Be Determined
TBP	To Be Proposed
TDRSS	Tracking and Data Relay Satellite System
TIC	Targeted Industry Category
TIM	Technical Interchange Meeting
TIN	Taxpayer Identification Number
T.O.	Task Order
TRL	Technology Readiness Level: definitions below.
UCAT	Universal Controls Analysis Tool
UHF	Ultra High Frequency
URL	Uniform Resource Locator
U.S.	United States
USAF	United States Air Force
U.S.C.	United States Code
US-CERT	United States Computer Emergency Readiness Team
UTA	Utility Transfer Assembly
VBR	Vehicle Baseline Review
VLA	Verification Loads Analysis
VRML	Virtual Reality Modeling Language
WOSB	Woman-Owned Small Business

-135-

NNJ09GA02B ISS Commercial Resupply Services

TECHNOLOGY READINESS LEVEL DEFINITIONS

TRL 1: Basic principles observed and reported. This is the lowest “level” of technology maturation. At this level, scientific research begins to be translated into applied research and development.

TRL 2: Technology concept and/or application formulated. Once basic physical principles are observed, then at the next level of maturation, practical applications of those characteristics can be ‘invented’ or identified. At this level, the application is still speculative: there is not experimental proof or detailed analysis to support the conjecture.

TRL 3: Analytical and experimental critical function and/or characteristic proof of concept. At this step in the maturation process, active research and development (R&D) is initiated. This must include both analytical studies to set the technology into an appropriate context and laboratory-based studies to physically validate that the analytical predictions are correct. These studies and experiments should constitute “proof-of-concept” validation of the applications/concepts formulated at TRL 2.

TRL 4: Component and/or breadboard validation in laboratory environment. Following successful “proof-of-concept” work, basic technological elements must be integrated to establish that the “pieces” will work together to achieve concept-enabling levels of performance for a component and/or breadboard. This validation must be devised to support the concept that was formulated earlier, and should also be consistent with the requirements of potential system applications. The validation is relatively “low-fidelity” compared to the eventual system: it could be composed of ad hoc discrete components in a laboratory.

TRL 5: Component and/or breadboard validation in relevant environment. At this level, the fidelity of the component and/or breadboard being tested has to increase significantly. The basic technological elements must be integrated with reasonably realistic supporting elements so that
the total applications (component-level, sub-system level, or system-level) can be tested in a “simulated” or somewhat realistic environment.

TRL 6: System/subsystem model or prototype demonstration in a relevant environment (ground or space). A major step in the level of fidelity of the technology demonstration follows the completion of TRL 5. At TRL 6, a representative model or prototype system or system — which would go well beyond ad hoc, ‘patch-cord’ or discrete component level breadboarding — would be tested in a relevant environment. At this level, if the only ‘relevant environment’ is the environment of space, then the model/prototype must be demonstrated in space.

TRL 7: System prototype demonstration in a space environment. TRL 7 is a significant step beyond TRL 6, requiring an actual system prototype demonstration in a space environment. The prototype should be near or at the scale of the planned operational system and the demonstration must take place in space.

TRL 8: Actual system completed and “flight qualified” through test and demonstration (ground or space). In almost all cases, this level is the end of true “system development” for most technology elements. This might include integration of new technology into an existing system.

TRL 9: Actual system ‘flight proven’ through successful mission operations. In almost all cases, the end of last ‘bug fixing’ aspects of true ‘system development’. This might include integration of hew technology into an existing system. This TRL does not include planned product improvement of ongoing or reusable systems.

-136-

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.I. GLOSSARY

AE	Approach Ellipsoid: A 2.5 x 1.25 x 1.25 mile (4 x 2 x 2 km) ellipsoid, centered at the ISS center of mass, with the long axis aligned with the V-Bar.
Customer Cargo	Cargo and/or payloads including packing materials, attachment hardware and/or FSE. For internal cargo, this definition only includes systems racks and International Standard Payload Racks (ISPRs); other racks are excluded.
Discrepant	Visibly damaged or out of configuration.
Early destow	Cargo that needs to be removed from the orbital vehicle within 6 hours of the orbital vehicle landing.
ISS Integration	The activities required to ensure that SSP 50808 requirements have been met; necessary hardware and software development to interface with the ISS has been completed; and joint on-orbit integrated operations plans have been finalized.
Mission unique	Hardware or software utilized to accomplish a CRS mission that differs from the previously-baselined configuration of the launch or orbital vehicle. This includes hardware or software specifically designed to meet mission requirements or first flight items that have not previously flown on a CRS mission. This definition also includes GSE.
Non-NASA Cargo	Contractor-manifested cargo flown on a resupply mission to the ISS that will not transfer to the ISS or require any action on the part of NASA.
Prox Ops	Proximity Operations
Real-time	Period of time during which integrated operations are taking place.
Usable Cargo	Cargo and/or payloads without any packing material, attachment hardware or FSE.

-137-

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.J. NON-STANDARD SERVICES

The items enumerated below may be purchased by NASA to provide additional insight into the services procured. Items 1 through 4 are inputs necessary for NASA personnel to perform Independent Verification and Validation of Contractor analyses.

1. Coupled Loads Analysis Independent Verification and Validation (CLA IV&V)

The Contractor shall provide:

1)	Documents and reports used in the development of the orbital and launch vehicle environments (acoustic, random, sine, shock) and hardware qualification.
2)	Pre-flight predictions of expected flight environments (e.g. acoustic/vibration, quasi-static acceleration, thermal, shock, and pressure).
3)	In addition to the specific information listed in this clause, the Contractor shall provide a listing of existing and planned data products, models, packages, reports, ERB packages which the Contractor or its launch service provider will/has create/d in this analysis area for their own purposes. Upon request, NASA shall be provided these items. The combination of these items and those specifically listed shall support the following NASA Assessment:

a)	Implement and validate generic CLA (with NASA code) using Contractor or provider models and forcing functions.
b)	Review Contractor or provider model validation.
c)	Review Contractor or provider dynamic event selection and associated forcing function development.
d)	Validate that frequencies, damping and modes of the launch vehicle dynamic models are traceable to ground testing.
e)	Validate models which are not anchored in substantial flight data.
f)	Verify system design is robust against model variations.

2. Thermal Modeling IV&V

In addition to the specific information listed in this clause, the Contractor shall provide a listing of existing and planned data products, models, packages, reports, ERB packages which the Contractor or its launch service provider will/has create/d in this analysis area for their own purposes. Upon request, NASA shall be provided these items. The combination of these items and those specifically listed shall support the following NASA Assessment:

1)	Review elements of the launch vehicle aerothermal model and validate against contractor data.
2)	Review elements of the thermal models of engines and solid motors and validate against contractor data.
3)	Validate that the aerodynamics for the launch vehicle are traceable to wind tunnel test data.
4)	Aerodynamic impacts on the vehicle venting analysis are well understood.
5)	Validate models which are not anchored in substantial flight data.
6)	Verify system design is robust against model variations

3. Electromagnetic Environment IV&V

The Contractor shall provide:

1) EMI/C environment test procedures and data,

-138-

NNJ09GA02B ISS Commercial Resupply Services

2)	Antenna gain patterns,
3)	Transmitter characteristics (line losses, frequencies, power at a minimum),
4)	Radiated fields from the launch vehicle at the cargo positions,
5)	Range RF environment for a launch of this vehicle,
6)	Ordnance circuit design guidelines,
7)	Ordnance circuit test reports from the Demonstration mission launch vehicle, or most recent launch if the Demonstration mission has not been accomplished,
8)	Grounding, bonding and isolation methodology, requirements, and diagrams,
9)	Grounding and isolation test results from the Demonstration mission launch vehicle, or most recent launch if the Demonstration mission has not been accomplished,
10)	Wire routing methodology and requirements,
11)	Vehicle to ground station link analysis from Demonstration mission,
12)	Available vehicle patterns for C Band, Ultra-High Frequency (UHF), Global Positioning System (GPS) and S Band antennas. This shall include, as a minimum, vendor free space patterns,
13)	Radio Frequency (RF) intermodulation report — Analysis of intermodulation frequencies from vehicle.
14)	In addition to the specific information listed in this clause, the Contractor shall provide a listing of existing and planned data products, models, packages, reports, ERB packages which the Contractor or its launch service provider will/has create/d in this analysis area for their own purposes. Upon request, NASA shall be provided these items. The combination of these items and those specifically listed shall to support the following NASA Assessment:

a)	Validate models which are not anchored in substantial flight data.
b)	Verify system design is robust against model variations

4. Flight Design IV&V

The Contractor shall provide:

1)	Nominal 6 DOF trajectory simulation results for the targeted insertion condition utilizing actual weights and propulsion models.
2)	Simulation predictions of nominal and 3-sigma limits for orbit elements and the associated covariance matrix.
3)	Mass to orbit performance capability, margins and reserves.
4)	Sequence of Events (SOE) and tracking coverage.
5)	Launch vehicle configuration (including mission-unique features) and weight statement.
6)	Sources, magnitude, and distribution type (e.g. Gaussian, uniform) for all trajectory and simulation with dispersions used.
7)	Definition of body-fixed coordinate systems used for launch vehicle and spacecraft.
8)	References to the sources for all payload inputs to the 6 DOF analysis.
9)	In addition to the specific information listed in this clause, the Contractor shall provide a listing of existing and planned data products, models, packages, reports, ERB packages which the Contractor or its launch service provider will/has create/d in this analysis area for their own purposes. Upon request, NASA shall be provided these items. The combination of these items and those specifically listed shall support the following NASA Assessment:

a)	Develop launch vehicle 3DOF trajectory model.
b)	Validate model against contractor vehicle mass and performance predictions and data.
c)	Validates models which are not anchored in substantial flight data.

-139-

NNJ09GA02B ISS Commercial Resupply Services

d) Verify system design is robust against model variations

5. Type I Manufacturing Process Audit

The Contractor shall provide:

1)	Pedigree Review packages and presentations at the supplier for the launch vehicle that include a hardware summary, As Built Configuration List, Acceptance Test and Results summary, summary of discrepancies and resolutions encountered during manufacturing/testing, and summary of deviations and waivers.
2)	Verbal or written responses to NASA’s Request For Information (RFI) items.
3)	Cause and effect analyses for using, or replacing suspect hardware
4)	Additional data as requested (for example analysis, drawings, schematics and/or photos, hardware cross sections to resolve concerns over hardware disposition)
5)	Sub-tier vendor data as needed

6. Type II Manufacturing Site Visit and Process Audit

The Contractor shall provide:

1) Vendor overview presentation manufacturing processes and quality controls (2-6 hours) including the following:

a) Manufacturing Process Review

i) Documentation

1.	Requirements
2.	Traceability

ii) Nonconformances, Rework, and Rebuilds

1.	Initiation
2.	Documentation
3.	Verification
4.	Drawing changes
5.	Rejection procedures and disposition

iii) Personnel Training

b) Pedigree Review Process

i)	Acceptance and qualification standards
ii)	Lot acceptance policies (as applicable)
iii)	Subcontractors and Vendors

1.	Vendor certification requirements
2.	Material and parts inspection
3.	Subcontractors used
4.	Problem tracking
5.	Subcontractor performance review reviews

c) Quality Control

i)	Metrology and calibration
ii)	Foreign Object Debris (FOD) control (as appropriate)
iii)	Environmental controls, to include control of potentially damaging materials
iv)	Clean room policies (as applicable)
v)	Problem tracking (trends and frequent occurrences)

-140-

NNJ09GA02B ISS Commercial Resupply Services

1.	Internal
2.	Vendors
3.	Industry wide

d) Production schedules

i)	Manufacturing schedules for relevant parts
ii)	Maintenance policies for heavy manufacturing equipment
iii)	Inventory dynamics

2) Production Line Inspection (2-5 hours)

a)	Tour of manufacturing processes for relevant parts, including as many steps as practical, with parts inspections where practical
b)	The opportunity to inspect representative documentation pertinent to the launch vehicle, including:

i)	Build instructions
ii)	Nonconformance documentation
iii)	Calibration stamps and/or tags
iv)	Parts traceability

c) Opportunities for questions on the floor

3) Close-out question and answer session (2-4 hours):

This meeting will include the opportunity for NASA to ask questions arising from the overview and production line inspection. NASA shall have the option to request additional information that would provide additional confidence in the vendor’s production repeatability and completed hardware meeting the design intent. In addition to Requests for Information (RFIs) handled on-site, some RFIs might required additional time for the vendor to respond. Written responses to NASA’s request from the vendor not given on-site shall be handled in a timely fashion, normally delivered within two weeks, except where not possible due to critical schedule restrictions.

4) NASA review of additional documentation (2-4 hours):

The vendor shall provide a conference room for the NASA team to perform documentation review during after the close-out question and answer session.

7. Flight Hardware Operations and Integrated Test Processes Audit

In meetings at the design engineering, manufacturing and launch sites, the Contractor shall provide presentations, and documents as required, defining and describing the processes for performing, tracking, and recording of the vehicle flight hardware/software integration, test and checkout. The processes will cover the generation, control, and disposition of test procedures, nonconformance, and failure analysis. The Contractor shall make available to NASA all problem reports or discrepancy reports on launch vehicle systems’ failures and anomalies for the Demonstration mission, or the most recent mission if the Demonstration mission has not yet flown.

8. Ishikawa Fishbone

1)	The Contractor shall provide launch vehicle fishbones using a cause and effect analysis addressing all possible root causes of mission loss, for flight and ground subsystems.
2)	The Contractor shall provide a disposition for each fishbone; including engineering changes, mitigation, conclusions, recommended actions and reports.

-141-

NNJ09GA02B ISS Commercial Resupply Services

a)	The completed analysis shall include closures describing mitigating factors that protect against the subject root cause.
b)	The top level of the analysis shall incorporate the primary elements of man, method, machine, material and measurement.
c)	Hardware detail shall be to the box level (e.g. flight computer, regulator, thrust vector control actuator, hydraulic pump, etc).
d)	Mission analysis level shall be to the design analysis level (e.g. coupled loads, autopilot stability, integrated thermal analysis, guidance accuracy analysis, etc.).
e)	Fault trees and/or Failure Mode Effects Analyses (FMEAs), if they exist, will be provided for items without fishbones. Additional information on failure modes and/or mitigation may be required for these items, specifically the consideration of failure causes rooted in human error and/or analytical methods.

3) The Contractor shall make available launch vehicle engineers in the appropriate engineering areas for occasional discussions at the system and sub-system level: mechanical, electrical, S&MA, flight design, flight software, controls, loads, environments, stress, thermal and EMC/RF.

9. Launch Service Complex Review

The Contractor shall provide documents and/or schematics defining the operation of the launch site Ground Support Equipment systems. Emphasis will be placed on launch system and launch complex structural, mechanical, fluid and electrical ground to vehicle interfaces. Payload Environmental Control System (ECS) system maintenance, testing, calibration and/or metrology, and operation during all phases of payload processing at the launch complex will be included. Examples of support equipment include, but are not limited to, ground computer, ground software, communications system, ECS, lifting equipment, safe and arm securing system, power distribution system, battery simulators, and test tools.

-142-

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.K. GOVERNMENT-SUPPLIED HARDWARE

1.	Flight Releasable Grapple Fixture (FRGF)
2.	EVA/IVA Labels
3.	NASA Standard Detonators

-143-

NNJ09GA02B ISS Commercial Resupply Services

ATTACHMENT V.L. APPLICABLE AND REFERENCE DOCUMENTS

Applicable Documents are considered contractually binding. Unless otherwise specified elsewhere in this RFP, the entire document is considered contractually binding.

Reference Documents are provided for general context or information purposes and are not considered contractually binding.

Applicable Documents

Document #	Revision		Document Title
49 U.S.C. Subtitle IX, Ch. 701			Commercial Space Launch Activities
14 C.F.R. Ch. III			FAA Commercial Space Transportation Regulations
AS9100		B	Aerospace Quality Management Systems Requirements
ISO 90003		2004	Software Engineering — Guidelines for the Application of ISO 9001:2000 to Computer Software
NPR 1600.1		1	NPR for Security Programs
NPR 2810.1		A	Security of Information Technology
NPR 8715.6	Baseline		NPR for Limiting Orbital Debris
SN-C-0005		D	Space Shuttle Contamination Control Requirements
SSP-30309		E	Safety Analysis and Risk Assessment Requirements Document
SSP-30599		D	Safety Review Process
SSP-42003	Part 1: G		Space Station Manned Base to Mobile Servicing System
	Part 2: B		ICD
SSP-50190		E	Contingency Action Plan
SSP-50525	Baseline		Security Management Plan
SSP-50808		A	ISS Interface Requirements Document
SSP-50833	Baseline		NASA Cargo IRD

Reference Documents

Document #	Revision		Document Title
NPR 8621.1		B	Mishap and Close Call Reporting, Investigating and Recordkeeping
NPR 8715.3		C	NASA General Safety Requirements
NASA-STD 8739.8		1	Software Assurance Standard
SSP-50123		C	Configuration Management Handbook

-144-

NNJ09GA02B ISS Commercial Resupply Services ATTACHMENT V.M. OTHER CONTRACT ITEMS - -145- The following Assumptions are incorporated into this contract, as proposed by Orbital Sciences Corporation:

EX-10.25

Exhibit 10.25

Portions of this Exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1. REQUISITION NO. SJUXiO.?^^ PAGE 1 OF 5 2. CONTRACT NO. NNJ09GA02B 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 1 5. SOLICITATION NO. 6. SOLICITATION ISSUE DATE 7. FOR SOLICITATION I . INFORMATION CALL ^ 7a. NAME Craig Burridge 7b. TELEPHONE NO. (281) 792-7665 8. OFFER DUE DATE/LOCAL TIME 9. ISSUED BY CODE JBG NA’SA-Johnson Spfce Center • *’ ‘ ISS Procurement Office/BG 2101 NASA Pkwy Houston, TX 77058 [10 THIS ACQUISITION I I’Xj onre^;JiG’inDv.’ NAICS: 481212 SIZE STANDARD: 1500 SET AS’DE. SMALL BUSINESS HUBZONE SMALL BUS. SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS 8(A) | | EMERGING SMALL BUSINESS 11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED \~] SEE SCHEDULE 12. DISCOUNT TERMS Net 30 13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS(15CFR700) 13b. RATING DO-C9 14. METHOD OF SOLICITATION RFQQ IFB[X] CODE 15. DELIVER TO NASA-Johnson Space Center Attn: Craig Burridge/BG 2101 NASA Pkwy      ,...,. ‘Houston, TX ‘77058-.. , 16. ADMINISTERED BY NASA-Johnson Space. Center Attn: Craig Burridge/BG 2101 NASA Pkwy Houston,’. CODE 9X711 17a. CONTRACTOR/ .’OFFEROR CODE Orbital Sciences Corporation 21839 Atlantic Blvd. Dulles, VA 20166 101916062 FACILITY CODE 18a. PAYMENT WILL BE MADE BY NSSC — FMD Accounts Payable Building 1 111, C Rd. Stennis Space Center, MS 39529 code LF

Portions of this Exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Omissions are designated as SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 1. REQUISITION NO. PAGE 1 OF 5 2. CONTRACT NO. NNJ09GA02B 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 1 5. SOLICITATION NO. 6. SOLICITATION ISSUE DATE 7. FOR SOLICITATION INFORMATION CALL 7a. NAME Craig Burridge 7b. TELEPHONE NO. (281) 792-7665 8. OFFER DUE DATE/LOCAL TIME 9. ISSUED BY CODE JBG NA SA-Johnson Center ISS Procurement Office/BG 2101 NASA Pkwy Houston, TX 77058 [10 THIS ACQUISITION I NAICS: 481212 SIZE STANDARD: 1500 SET AS’DE. SMALL BUSINESS HUBZONE SMALL BUS. SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS 8(A) EMERGING SMALL BUSINESS 11. DELIVERY FOR FOB DESTINATION UN LESS BLOCK IS MARKED SEE SCHEDULE 12. DISCOUNT TERMS Net 30 13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS(15CFR700) 13b. RATING DO-C9 14. METHOD OF SOLICITATION RFQQ IFB[X] CODE 15. DELIVER TO NASA-Johnson Space Center Attn: Craig Burridge/BG 2101 NASA Pkwy Houston, TX ‘77058- 16. ADMINISTERED BY NASA-Johnson Space. Center Attn: Craig Burridge/BG 2101 NASA Pkwy Houston, CODE 9X711 17a. CONTRACTOR OFFEROR CODE Orbital Sciences Corporation 21839 Atlantic Blvd. Dulles, VA 20166 101916062 FACILI TY CODE 18a. PAYMENT WILL BE MADE BY NSSC — FMD Accounts Payable Building 1 111, C Rd. Stennis Space Center, MS 39529 CODE LF 17b. CH ECK IF REMITTANCE IS DIFFERENT T SUCH ADDRESS IN OFFER BD. SUDMII UNLESS BLOCK ON RIGHT IS CHECKED ADDENDUM 19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES 21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT See attached Task Order 1 .5. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (Govt. Use Only) II 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.21 2-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.ADDENDA ARE NOT ATTACHED Xj 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMEN COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO Fi ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AN[ SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPEC yS AWARD OF CONTRACT: RFFFRf:Wr;F JHNISH AND DELIVER ALL 3 ON ANY ADDITIONAL FIED HEREIN. OFFER DATFD YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH WE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: 30a. SIGNATURE OF OFFEROR/CONTRACTOR 31 a. UNITED STATES OF AMERICA (Signature of Contracting Officer) 30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31 b. NAME OF CONTRACTING OFFICER (Type) Craig G. Burridge 31 c. DATESIGNEC AUTHORIZED FOR LOCAL REPnoni lO Standard Form 1449 (REV. 3/2005

Contractor: Orbital Sciences Corporation Contract Number: NNJ09GA02B Task Order Number: i TASK ORDER 1.0 TASK ORDER TITLE: Resupply Services 2.0 TASK OVERVIEW The Contractor shall perform all standard resupply tasks contained in the ISS Commercial Resupply Service’s Contract statement of work (SOW) that are required to deliver and dispose of the cargo amounts ordered for each mission in 3.0, below. 3.0 TASK ORDER QUANTITIES CYI0CYLLCY12CY13CY14CY15 011222 Missions Ordered 4.0 TASK ORDER PRICE CYI0CYLLCY12CY13CY14CY15 TOTAL CLIN N/A0001AH OOOIAH 0001 AI OOOIAI OOOIAI Total Prices Per CYN/A —— $1,885.45 ($M) 5.0 TECHNICAL REQUIREMENTS: The contractor shall perform all resupply tasks necessar to deliver cargo to and dispose of cargo from the iSS. The Contractor shall furnish all services, maintain all equipment, and infrastructure including but not limited to program management, vehicle integration, mission integration, cargo integration, launch site support, ground and flight system safety, performance assurance, necessary to accomplish the safe and successful resupply within the required periods. The contractor shall provide all necessar services, test hardware and software, mission specific elements required to integrate the payload(s) to the orbital and launch vehicle systems. As required by the ISS Resupply Statement of Work, the contractor shall provide operational support services, range support services, launch readiness assessment, mission integration services, mission integration management, mission planning and analysis, mission operations, ground segment operations, security requirement, mission flight procedures, mission training, flight crew and ground support personnel training, mission simulation support, mission real-time support, cargo integration and analysis,

Contractor: Orbital Sciences Corporation
Contract Number: NNJ09GA02B
Task Order Number: 1

cargo physical processing, cargo labeling, crew and equipment interface test, cargo disposal, safety and mission assurance, risk management, safety assessment reviews, integrated cargo safety assessments, proximity operations and ISS Docked Safety Assessments, Ground Safety Reviews, Safety and Health Program, Quality Assurance Program, and Software Quality Assurance System including configuration management, nonconformance/problem reporting and corrective action, software reliability and maintainability, software safety, standards, trade studies, integration assurance, verification and validation, independent verification and validation, certification, security and privacy assurance.

6.0 DELIVERABLES & SCHEDULES:

In accordance with the Statement of Work and Adjustments to Resupply Schedule Clause, the Contractor shall have the following reviews (Note adjustment to the schedules below may occur per the Adjustment to Resupply Schedule Clause):

• Vehicle Baseline Review

• Mission Integration Review

• Cargo Integration Review

• Post Flight Reviews after each mission

• Program reviews once per quarter per the Statement of Work

The Contractor shall provide documentation as required in Attachment V.B, Data Requirements List, and Attachment V.C, Data Requirements Descriptions (DRD’s), of the ISS CRS Contract.

The Contractor shall also provide Telemetry Data, which includes Ascent Telemetry, Post Separation/Pre Rendezvous Telemetry as described by the Statement of Work.

Pursuant to clause II.A.20, Adjustments to Mission Schedule, authority to proceed (ATP) for each mission “is formal written direction from the Contracting Officer that authorizes the Contractor to proceed with the work detailed within a NASA-approved, mission-specific work plan (DRD Cl-8). ATP will occur within seven (7) days of NASA-approved, Contractor-identified mission initiation milestone and work plan.” The Contractor’s mission work plans will be incorporated by reference into the task order upon approval.

7.0 SURVEILLANCE

The Government’s Insight and Approval will be in accordance with 2.6 of the Statement of Work and Clause II.A. 18 Government Insight and Approval.

Contractor: Orbital Sciences Corporation
Contract Number: NNJ09GA02B
Task Order Number: 1

8.0 MISSION SUCCESS CRITERIA

Pursuant to clause II. A. 19, Mission Success Determination, Investigation and Corrective Action, task orders will be amended at a later date to incorporate the final mission success criteria agreed to by the parties for each mission.

Contractor: Orbital Sciences Corporation
Contract Number: NNJ09GA02B
Task Order Number: 1

Task Order Revision History Log
Revision	Date	Comment

EX-12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Years Ended December 31,
	2008		2007		2006		2005		2004
			(As adjusted)		(As adjusted)		(As adjusted)		(As adjusted)
Earnings—
Pre-tax income from continuing operations (1)	$	69,131	$	89,515	$	55,092	$	43,621	$	40,837
Add: Allocated (gains) losses of equity investees		—		—		—		—		—
Fixed charges		9,576		9,836		27,347		16,618		18,413
Amortization of capitalized interest		—		—		48		48		180
Less: Interest capitalized		—		—		—		—		—
Earnings	$	78,707	$	99,351	$	82,487	$	60,287	$	59,430
Fixed Charges—
Interest costs	$	4,333	$	4,685	$	12,245	$	11,715	$	11,350
Debt extinguishment expense		—		—		10,388		—		2,099
Portion of rental expense representative of interest factor		5,243		5,151		4,714		4,903		4,964
Fixed Charges	$	9,576	$	9,836	$	27,347	$	16,618	$	18,413
Ratio of Earnings to Fixed Charges		8.2		10.1		3.0		3.6		3.2

(1) Years 2007 and prior have been adjusted to exclude the transportation management systems that was sold in the second quarter of 2008 and is reported as a discontinued operation, as further discussed in Note 3 to the accompanying consolidated financial statements.

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-88260, 333-88258, 333-53585, 333-69887, 333-69885, 333-27999, 333-59470, 333-59474, 333-105341 and 333-124807) of Orbital Sciences Corporation of our report dated March 2, 2009, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia
March 2, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION

I, David W. Thompson, Chairman and Chief Executive Officer, certify that:

1.	I have reviewed this annual report on Form 10-K of Orbital Sciences Corporation;
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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(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)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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 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: March 2, 2009

/s/ David W. Thompson David W. Thompson
Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Garrett E. Pierce, Vice Chairman and Chief Financial Officer, certify that:

1.	I have reviewed this annual report on Form 10-K of Orbital Sciences Corporation;
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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(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)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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 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: March 2, 2009

/s/ Garrett E. Pierce Garrett E. Pierce
Vice Chairman and Chief Financial Officer

EX-32.1

Exhibit 32.1

Written Statement of Chairman and Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

     The undersigned, the Chairman and Chief Executive Officer of Orbital Sciences Corporation (the “Company”), hereby certifies that, to his knowledge, on the date hereof:

(a)	the Annual Report on Form 10-K of the Company for the Year Ended December 31, 2008 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David W. Thompson David W. Thompson
Chairman and Chief Executive Officer
March 2, 2009

     A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Written Statement of Vice Chairman and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

     The undersigned, the Vice Chairman and Chief Financial Officer of Orbital Sciences Corporation (the “Company”), hereby certifies that, to his knowledge, on the date hereof:

(a)	the Annual Report on Form 10-K of the Company for the Year Ended December 31, 2008 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Garrett E. Pierce Garrett E. Pierce
Vice Chairman and Chief Financial Officer
March 2, 2009

     A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.