DIGITALGLOBE, INC. (Form: 10-Q, Received: 10/31/2013 09:12:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2013

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 001-34299

DIGITALGLOBE, INC.

(Exact name of registrant as specified in its charter)

Delaware		31-1420852
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1601 Dry Creek Drive, Suite 260

Longmont, Colorado

80503

(Address of principal executive office)

(Zip Code)

(303) 684-4000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No 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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

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

As of October 24, 2013, there were 75,221,772 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

Table of Contents

DigitalGlobe, Inc.

INDEX

		Page
PART I.	Financial Information	2
Item 1:	Financial Statements	2
Unaudited Condensed Consolidated Statements of Operations		2
Unaudited Condensed Consolidated Balance Sheets		3
Unaudited Condensed Consolidated Statements of Cash Flows		4
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4:	Controls and Procedures	38
PART II.	Other Information	38
Item 1:	Legal Proceedings	38
Item 1A:	Risk Factors	39
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3:	Defaults Upon Senior Securities	39
Item 4:	Mine Safety Disclosures	39
Item 5:	Other Information	39
Item 6:	Exhibit Index	39

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DigitalGlobe, Inc.

Unaudited Condensed Consolidated Statements of Operations

	For the three months ended September 30,						For the nine months ended September 30,
(in millions, except per share data)	2013			2012			2013			2012
Revenue	$	164.8		$	107.2		$	443.0		$	296.0
Costs and expenses:
Cost of revenue, excluding depreciation and amortization	46.7			21.5			134.9			59.5
Selling, general and administrative	60.6			40.1			204.9			103.4
Depreciation and amortization	59.4			28.9			165.7			86.5
Restructuring charges	3.1			—			37.0			—
(Loss) income from operations	(5.0		)	16.7			(99.5		)	46.6
Loss from early extinguishment of debt	—			—			(17.8		)	—
Other income (expense), net	0.1			(0.7		)	0.5			(1.1		)
Interest expense, net	(0.7		)	(1.9		)	(3.5		)	(7.7		)
(Loss) income before income taxes	(5.6		)	14.1			(120.3		)	37.8
Income tax benefit (expense)	3.8			(5.6		)	36.9			(15.9		)
Net (loss) income	(1.8		)	8.5			(83.4		)	21.9
Preferred stock dividends	(1.0		)	—			(2.6		)	—
Net (loss) income less preferred stock dividends	(2.8		)	8.5			(86.0		)	21.9
Income allocated to participating securities	—			—			—			—
Net (loss) income available to common stockholders	$	(2.8	)	$	8.5		$	(86.0	)	$	21.9

(Loss) earnings per share:
Basic (loss) earnings per share	$	(0.04	)	$	0.18		$	(1.21	)	$	0.48
Diluted (loss) earnings per share	$	(0.04	)	$	0.18		$	(1.21	)	$	0.47
Weighted average common shares outstanding:
Basic	74.5			46.2			70.8			46.1
Diluted	74.5			46.5			70.8			46.3

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

DigitalGlobe, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in millions, except par value)	September 30, 2013			December 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	256.0		$	246.2
Restricted cash	16.6			3.8
Accounts receivable, net of allowance for doubtful accounts of $3.2 and $2.9, respectively	90.3			67.0
Prepaid and current assets	27.6			18.6
Deferred taxes	70.7			43.9
Total current assets	461.2			379.5
Property and equipment, net of accumulated depreciation of $831.2 and $676.2, respectively	2,162.2			1,115.2
Goodwill	453.1			8.7
Intangible assets, net of accumulated amortization of $6.1 and $0, respectively	38.5			—
Aerial image library, net of accumulated amortization of $39.3 and $33.4, respectively	11.0			16.4
Long-term restricted cash	6.7			8.3
Long-term deferred contract costs	46.8			37.3
Other assets	41.0			12.1
Total assets	$	3,220.5		$	1,577.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	16.3		$	10.2
Current portion of long-term debt	5.5			5.0
Other accrued liabilities	74.3			56.3
Current portion of deferred revenue	101.2			42.9
Total current liabilities	197.3			114.4
Deferred rev e nue	375.9			386.8
Long-term debt, net of discount	1,138.4			478.6
Long-term deferred tax liability, net	142.4			55.6
Other liabilities	2.3			2.7
Total liabilities	$	1,856.3		$	1,038.1
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value; 24.0 shares authorized; no shares issued and outstanding at September 30, 2013 and December 31, 2012	—			—
Series A convertible preferred stock, $0.001 par value, 0.08 shares authorized; 0.08 issued and outstanding at September 30, 2013; and no shares authorized, issued and outstanding at December 31, 2012	—			—
Common stock; $0.001 par value; 250.0 shares authorized; 75.4 shares issued and 75.2 shares outstanding at September 30, 2013; and 47.2 shares issued and 47.1 outstanding at December 31, 2012	0.2			0.2
Treasury stock, at cost; 0.2 shares at September 30, 2013 and 0.1 shares at December 31, 2012	(3.2		)	(2.0		)
Additional paid-in capital	1,453.2			543.8
Accumulated deficit	(86.0		)	(2.6		)
Total stockholders’ equity	1,364.2			539.4
Total liabilities and stockholders’ equity	$	3,220.5		$	1,577.5

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

DigitalGlobe, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

	For the nine months ended September 30,
(in millions)	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(83.4	)	$	21.9
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense	165.7			86.5
Amortization of aerial image library, deferred contract costs and lease incentive	12.6			15.1
Non-cash stock compensation expense	19.9			7.2
Amortization of debt issuance costs and accretion of debt discount	3.6			2.8
Deferred income taxes	(38.1		)	15.0
Write-off of debt issuance costs and debt discounts	12.8			—
Other	(0.3		)	1.1
Changes in working capital, net of assets acquired and liabilities assumed in business combinations:
Accounts receivable, net	15.8			(9.1		)
Other current and non-current assets	3.1			(9.5		)
Accounts payable	(3.4		)	(3.1		)
Accrued liabilities	(37.4		)	(0.5		)
Deferred revenue	35.3			63.2
Deferred contract costs	(16.5		)	(0.5		)
Payment of 2011 Senior Secured debt discount	(13.8		)	—
Net cash flows provided by operating activities	75.9			190.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction in progress additions	(198.9		)	(152.8		)
Acquisition of businesses, net of cash acquired	(524.0		)	—
Other property and equipment additions	(12.7		)	(7.8		)
Investment in joint venture	—			(0.3		)
Decrease in restricted cash	4.7			6.9
Net cash flows used in investing activities	(730.9		)	(154.0		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt	1,150.0			—
Repayment of debt	(483.9		)	(3.8		)
Preferred stock dividend payment	(2.0		)	—
Proceeds from exercise of stock options	36.9			2.5
Tax benefit from the exercise of stock options	—			0.5
Payment of debt issuance costs	(36.2		)	—
Net cash flows provided by (used in) financing activities	664.8			(0.8		)
Net increase in cash and cash equivalents	9.8			35.3
Cash and cash equivalents, beginning of period	246.2			198.5
Cash and cash equivalents, end of period	$	256.0		$	233.8
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, net of capitalized amounts of $32.6 and $17.3, respectively	$	—		$	4.8
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Changes to non-cash property, equipment and construction in progress accruals, including interest	(5.0		)	10.1
Issuance of shares of common and convertible preferred stock for acquisition of business	837.8			—
Stock-based compensation awards issued in acquisition of business, net of income taxes	13.4			—
Non-cash preferred stock dividend accrual	(1.0		)	—

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1. General Information

DigitalGlobe, Inc. (“DigitalGlobe” or the “Company”) is a leading global provider of commercial high-resolution earth imagery products and services that support users in a wide variety of fields including defense, intelligence and homeland security, mapping and analysis, environmental monitoring, oil and gas exploration and infrastructure management. Each day these users depend on DigitalGlobe data, information, technology and expertise to better understand our changing planet in order to save lives, resources and time. DigitalGlobe owns and operates five in-orbit imagery satellites, which collect panchromatic (black and white) or multispectral (color) imagery using visible and near-infrared wavelengths. The Company offers a range of on-line and off-line distribution options designed to enable customers to easily access and integrate the Company’s imagery into their business operations and applications.

On January 31, 2013, DigitalGlobe completed its acquisition of 100% of the outstanding stock of GeoEye, Inc. (“GeoEye”), a leading provider of geospatial intelligence solutions in a stock and cash transaction valued at approximately $1.4 billion. The acquisition of GeoEye broadened the Company’s service offerings, enabled it to optimize satellite orbits and collection of imagery, strengthened its production and analytics capabilities, increased the scale of its existing operations and diversified its customer and product mix. The results of operations of GeoEye have been included in the Company’s Unaudited Condensed Consolidated Financial Statements beginning as of the acquisition date of January 31, 2013.

NOTE 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of DigitalGlobe and its wholly owned subsidiaries. The accompanying Unaudited Condensed Consolidated Financial Statements for the three and nine month periods ended September 30, 2013 and 2012 included herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.

The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s most recent Annual Report on Form 10-K filed with the SEC and other financial information filed with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of the accompanying Unaudited Condensed Consolidated Financial Statements have been included. Operating results for the three month and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or for any future period. The December 31, 2012 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required in the annual financial statements by U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. However, due to the inherent uncertainties in making estimates, actual results could materially differ from those estimates.

Comprehensive Income

For the three and nine month periods ended September 30, 2013 and 2012, there were no material differences between net income and comprehensive income.

Accounting for Business Acquisitions

The fair value of the net assets and the results of operations of the acquired businesses are included in the Unaudited Condensed Consolidated Financial Statements from the acquisition date forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, deferred revenue, intangible assets and related deferred tax liabilities, useful lives of plant and equipment, and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the identified fair value of the assets and liabilities acquired is recognized as goodwill.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company estimated the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The Company has not yet completed its evaluation of the acquired assets and assumed liabilities in connection with the GeoEye acquisition. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further management review and may change materially between the preliminary allocation presented herein and the end of the purchase price allocation period, which is no later than January 31, 2014, with respect to the acquisition of GeoEye. Any changes in these estimates may have a material impact on the Company’s Unaudited Condensed Consolidated Results of Operations or Unaudited Condensed Consolidated Balance Sheets.

Goodwill, Intangibles and Other Long-Lived Assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired. The Company evaluates goodwill as a single reporting unit for impairment on an annual basis. During the three months ended June 30, 2013, the Company changed its annual impairment testing date from December 31 to October 1. The Company believes this new date is preferable as it provides additional time prior to the Company’s year-end closing and financial auditing process to complete the goodwill impairment testing and report the results in its Annual Report on Form 10-K. The Company also evaluates goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable from its estimated future cash flows. Recoverability of goodwill is measured at the reporting unit level by either performing a qualitative assessment in certain circumstances or by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit, which is measured based upon, among other factors, a discounted cash flow analysis. If the recorded value of the assets, including goodwill, and net of liabilities of the reporting unit exceeds its fair value, an impairment loss may be required to be recognized. Further, to the extent the net book value of the Company as a whole is greater than its market capitalization, all, or a significant portion of its goodwill may be considered impaired. There were no impairments of goodwill during the three and nine months ended September 30, 2013 or 2012.

Intangible assets (identified as technology, customer list, trademarks, U.S. Federal Communications Commission (“FCC”) licenses and other) are recorded at fair value at the time of acquisition. Finite-lived intangibles are stated at cost less accumulated amortization. Amortization is recorded using the straight-line method, which approximates the expected pattern of economic benefit, over the estimated lives of the assets.

The Company reviews the carrying value of its long-lived tangible and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. Factors that would require an impairment assessment include, among other things, a significant change in the extent or manner in which an asset is used, a significant adverse change in the operations of the Company’s satellites, a change in government spending or customer demand that could affect the value of the asset group, a significant decline in the observable market value of an asset group or a significant decline in the Company’s stock price.

All of the Company’s long-lived tangible and finite-lived intangible assets, including its satellites and ground terminals, comprise a single asset group and its impairment testing is performed at the DigitalGlobe entity level as separately identifiable cash flows attributable to any given satellite cannot be derived. The Company’s impairment analysis includes anticipated future cash flows from its satellite constellation as well as costs necessary to complete the construction of its satellites.

Recoverability of long-lived assets is measured by comparing their carrying amount to the projected cash flows the assets are expected to generate. If such assets are considered to be impaired, the impairment loss recognized, if any, is the amount by which the carrying amount of the property and equipment and finite-lived intangible assets exceeds fair value. There were no impairments of long-lived assets during the three and nine months ended September 30, 2013 or 2012.

Revenue Recognition

DigitalGlobe’s principal source of revenue is the licensing of earth imagery products and services for end users and resellers. Revenue is recognized when the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable and the collection of funds is reasonably assured. The Company’s revenue is generated from: (i) sales of or royalties arising from licenses of imagery; and (ii) subscription services and other service arrangements.

Sales of Licenses. Revenue from sales of imagery licenses is recognized when the images are physically delivered to the customer or, in the case of electronic delivery, when the customer is able to directly download the image from the Company’s system. In some customer arrangements, certain acceptance provisions must be satisfied. For these arrangements, revenue is recognized upon acceptance by these customers. Revenue is recognized net of contractually agreed discounts.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Royalties. Revenue from royalties is based on agreements or licenses with third parties that allow the third party to incorporate the Company’s product into their value added product for commercial distribution. Revenue from these royalty arrangements is recorded in the period earned or on a systematic basis over the term of the license agreement. For those royalties that are due to third parties based on the Company’s revenue sharing arrangements, royalty revenue is reported on a net basis.

Subscriptions. DigitalGlobe sells online subscriptions to its products. These arrangements allow customers access to the Company’s hosted products via the internet for a set period of time and a fixed fee. Subscription payments received in advance are recorded as deferred revenue and are generally recognized ratably over the subscription period. Revenue is recognized net of discounts.

Service Level Agreements (“SLA”). The Company recognizes service level agreement revenue net of any allowances resulting from failure to meet certain stated monthly performance metrics. Revenue is either recognized ratably over time for a defined and fixed level of service or based on proportional performance when the level of service changes based on certain criteria stated in the agreement.

Multiple Deliverable Arrangements . DigitalGlobe enters into revenue arrangements that may consist of multiple deliverables of its product and service offerings based on the needs of its customers. These arrangements may include products or services delivered at the onset of the agreement, as well as products or services that are delivered over multiple reporting periods. The revenue for the majority of the Company’s multiple deliverable arrangements are recognized in accordance with the provisions under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverable Revenue Arrangements” and ASU 2009-14 “Certain Revenue Arrangements That Include Software Elements” which were each prospectively adopted as of January 1, 2011. The Company’s EnhancedView contract (the “EnhancedView Contract”) with the National Geospatial-Intelligence Agency (“NGA”) and four of the Company’s Direct Access Program (“DAP”) agreements were entered into prior to the January 1, 2011 adoption of ASU 2009-13 and ASU 2009-14 and none have been subsequently materially modified. As the Company adopted the new guidance on a prospective basis, these agreements will continue to be accounted for under the pre-adoption guidance unless they are materially modified. The Company’s agreements are accounted for as follows:

· EnhancedView Contract. The EnhancedView Contract contains multiple deliverables, including an SLA portion (“EnhancedView SLA”), infrastructure enhancements and other services. DigitalGlobe determined that these deliverables do not qualify as separate units of accounting due to a lack of standalone value for the delivered elements and a lack of objective reliable evidence of fair value for any of the undelivered elements in the arrangement. The Company recognizes revenue on a single unit of accounting using a proportional performance method based on the estimated capacity of its constellation made available to NGA compared to the total estimated capacity to be provided over the life of the contract.

· Direct Access Program. The DAP generally includes construction of the direct access facility, an arrangement to allow the customer access to the satellite to task and download imagery. In these arrangements, the facility is generally delivered and accepted at the beginning of the contractual period of performance and access services occur over several subsequent reporting periods. These arrangements have generally been treated as a single unit of accounting due to a lack of standalone value for the facility. Access fees under each arrangement are recognized based on the minutes used by the customer in each period. Any up-front fees are recorded as deferred revenue and amortized ratably over the estimated customer relationship period, which is consistent with the estimated remaining useful life of the satellite being used.

Analytics Services. The Company derives revenue from value-added production services where it combines images with data and imagery from its own library and other sources to create sophisticated solutions for customers. Revenue from these contracts is generally recognized based on time or reimbursable costs incurred during the period.

Series A Convertible Preferred Stock

Upon the closing of the acquisition of GeoEye, the Company issued 80,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) with a par value of $0.001 per share to Cerberus Satellite, LLC. Cumulative dividends on the Series A Preferred Stock are payable at a rate of five percent per annum of the $1,000 liquidation preference per share. At the Company’s option, dividends may be declared and paid in cash out of funds legally available when declared by the Board of Directors or the Audit Committee of the Company. If not paid in cash, an amount equal to the cash dividends due is added to the liquidation preference. Dividends payable in cash are recorded in current liabilities. All dividends payable, whether in cash or as an addition to the liquidation preference, are recorded as a reduction to the Company’s equity. The Company declared dividends on the Series A Preferred Stock of $1.0 million during the three months ended September 30, 2013, which was included in accounts payable at September 30, 2013. The Company declared dividends on the Series A Preferred Stock of $3.0 million during the nine months ended September 30, 2013, of which $0.4 million was recorded by GeoEye as a pre-acquisition obligation. The Series A Preferred Stock is convertible on issuance, at the option of the holders, at a conversion price of $26.17 per common share, which would convert to 3.1 million shares of common

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

stock of the Company. If at any time after September 22, 2016 the weighted average price of the Company’s common stock exceeds $45.80 per share, in effect for 30 consecutive trading days, the Company has the right to redeem at its option all, but not less than all, of the Series A Convertible Preferred Stock at an amount equal to the liquidation preference plus accrued dividends as of the redemption date.

Earnings per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Net income available to common stockholders is equal to net income less preferred stock dividends and income allocated to participating securities. The Company’s preferred shares are participating securities and require the two-class method of computing earnings per share. Diluted earnings per share is calculated by dividing net income available to common stockholders as adjusted for the effect of dilutive common equivalent shares by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the common shares issuable upon the conversion of the convertible preferred shares and those issuable related to stock options, restricted stock awards and non-vested stock (using the treasury stock method). For purposes of computing diluted earnings per share, the if-converted method will be used to the extent that the result is more dilutive than the application of the two-class method.

New Accounting Pronouncements

From time to time, the FASB or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an ASU. During the nine months ended September 30, 2013, there have been no new pronouncements issued that would have a material impact on the Company’s financial position or results of operations.

NOTE 3. Deferred Revenue

Deferred revenue represents cash received in advance of revenue recognition. The Company’s period-end deferred revenue balance varies based on the timing of revenue recognition and the timing of payments within each period presented. The Company has $477.1 million of deferred revenue recorded on its balance sheet as of September 30, 2013. This balance is primarily attributable to the Company’s EnhancedView and NextView contracts with the NGA, with the remaining balance arising from upfront payments received from our direct access program, imagery hosting arrangements, or arrangements which require that we refresh previously delivered imagery. The Company evaluates revenue recognition for each arrangement on a case-by-case basis in accordance with the related accounting literature. A roll forward of the deferred revenue balance from December 31, 2012 to September 30, 2013 is as follows:

	U.S. Government									Diversified Commercial
(in millions)	Enhanced View SLA			Value Added Services			Pre-FOC Payments Related To NextView			DAP			Other			Total
Balance, December 31, 2012	$	173.4		$	67.4		$	137.2		$	45.5		$	6.2		$	429.7
Deferred revenue acquired in GeoEye acquisition (Note 4)	—			—			—			12.1			—			12.1
Cash collections	187.6			88.1			—			46.2			31.9			353.8
Revenue recognized on deferred revenue	(170.5		)	(45.8		)	(19.1		)	(51.2		)	(31.9		)	(318.5		)
Balance, September 30, 2013	$	190.5		$	109.7		$	118.1		$	52.6		$	6.2		$	477.1

EnhancedView Contract and Service Level Agreement

On August 6, 2010, DigitalGlobe entered into the EnhancedView Contract with NGA. The EnhancedView Contract has a ten-year term, inclusive of nine one-year options exercisable by NGA, and is subject to Congressional appropriations and the right of NGA to terminate or suspend the contract at any time. The NGA has exercised the first three options under the EnhancedView SLA, collectively extending the SLA through August 31, 2014.

The EnhancedView SLA totals $2.8 billion over the term of the contract, payable as $250.0 million per year ($20.8 million monthly) for the first four contract years commencing on September 1, 2010, and $300.0 million per year ($25.0 million monthly) for the

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

remaining six years of the contract beginning on September 1, 2014. The Company is required to meet certain service level requirements related to the operational performance of the WorldView constellation and related ground systems.

The Company recognizes net revenue for the EnhancedView SLA using a proportional performance method. Under this method, net revenue is recognized based on the estimated amount of capacity made available to NGA in any given period compared to the total estimated capacity to be provided over the life of the contract. As increasing levels of capacity are made available to NGA, EnhancedView SLA revenue increases proportionally. The contract requires DigitalGlobe to increase the capacity made available to NGA through the addition of its WorldView-3 satellite (scheduled to launch in the summer of 2014) as well as the installation of seven additional remote ground terminals. The Company installed all remote ground terminals required to increase the capacity available under the EnhancedView SLA as of July 31, 2012. The Company anticipates a material increase in net revenue once WorldView-3 reaches full operational capability (“FOC”) as a result of the significant increase in satellite capacity across the constellation that will be made available to NGA at that time. Accordingly, when WorldView-3 reaches FOC, approximately 90 days following the launch, the Company will begin to earn and recognize previously-received EnhancedView cash payments that are classified as deferred revenue.

During the first and second quarters of 2012, DigitalGlobe and NGA agreed to modifications of the EnhancedView Contract that included increasing the amount of capacity made available to NGA and adjustments to the performance penalty (formerly “holdback”). The modifications did not result in a material change to the SLA accounting and the Company continues to use the proportional performance method of net revenue recognition.

Each monthly EnhancedView SLA payment is subject to a performance penalty ranging from 3% to 10% through February 28, 2013 and 6% thereafter, depending upon the Company’s performance against pre-defined EnhancedView SLA performance criteria. A performance penalty is assessed in any month that NGA determines that not all of the EnhancedView SLA performance criteria were met. The Company retains the full monthly cash payment; however, the penalty amount will be applied to mutually agreeable future products and services or to a pro-rated extension of the EnhancedView SLA beyond the current contract period. Accordingly, all penalty amounts will cause the Company to defer recognition of a corresponding net revenue amount until the performance penalty funds are consumed as described above. During the three and nine months ended September 30, 2013, there were no holdbacks for penalties. For the nine months ended September 30, 2012, the Company incurred a penalty of $0.2 million.

U.S. Government Value Added Services

U.S. Government value added services arrangements include arrangements whereby the Company meets NGA’s more advanced imagery requirements using its production and dissemination capabilities. Value added services contracts generally include production and hosting of imagery for specified periods of time.

NextView

In connection with the Company’s NextView agreement with NGA (which was entered into September 2003 and was the predecessor to the current EnhancedView Contract), the Company received $266.0 million from NGA to offset the construction costs of WorldView-1, which was recorded as deferred revenue when received. When WorldView-1 reached FOC in November 2007, the Company began recognizing the deferred revenue on a straight-line basis over the estimated useful life of WorldView-1. If the life of WorldView-1 were to be modified, the amortization of deferred revenue would be modified accordingly. Based on the current estimated useful life of WorldView-1, the Company recognized $6.3 million of net revenue related to the pre-FOC payments for each of the three month periods ended September 30, 2013 and 2012 and $19.1 million for each of the nine month periods ended September 30, 2013 and 2012.

DAP

Under the DAP program up-front fees are paid by the customer for the initial facility construction and delivery. The up-front payments are recognized over the estimated customer relationship period, for which the estimated life of the longest-lived satellite accessed by the Company is used. Customers also generally pre-pay for their access minutes.

Other Agreements

The Company enters into various commercial relationships that sometimes include obligations that are paid for in advance and recognized over a contractual period of performance. These obligations are typically related to the hosting of imagery or the obligation to refresh previously delivered imagery.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 4. Business Acquisitions

GeoEye

On January 31, 2013, DigitalGlobe completed its acquisition of 100% of the outstanding stock of GeoEye, Inc. DigitalGlobe is considered the acquirer and has accounted for the transaction under the acquisition method in accordance with U.S. GAAP. The acquisition of GeoEye broadened the Company’s service offerings, enabled the Company to optimize its satellite orbits and collection of imagery, strengthened its production and analytics capabilities, increased the scale of its existing operations and diversified its customer and product mix.

GeoEye common stockholders received, in the aggregate, approximately 25.9 million shares of DigitalGlobe’s common stock and $92.8 million in cash in exchange for their shares of GeoEye common stock. In addition, each share of GeoEye’s Series A Convertible Preferred Stock was converted into one newly-designated share of Series A Convertible Preferred Stock of DigitalGlobe and $4.10 in cash for each share of GeoEye common stock into which such share of GeoEye Series A Convertible Preferred Stock was convertible. As a result, DigitalGlobe issued 80,000 shares of Series A Convertible Preferred Stock and paid approximately $11.0 million in cash to GeoEye’s Series A Convertible Preferred stockholder. The Company also assumed the awards outstanding under GeoEye’s equity incentive plans. Immediately following the acquisition, the former GeoEye stockholders owned approximately 35% of DigitalGlobe’s common stock. The Company incurred total acquisition costs of $33.5 million related to the acquisition of GeoEye of which $20.6 million was incurred during the nine months ended September 30, 2013.

In accordance with the terms of the GeoEye Senior Secured Notes agreements, the Company redeemed the outstanding balances of GeoEye’s $400.0 million 9.625% Senior Secured Notes due 2015 and $125.0 million 8.625% Senior Secured Notes due 2016 and paid fees and expenses associated with the redemption totaling approximately $55.3 million and accrued interest of $16.4 million.

The total purchase price for the acquisition of GeoEye was as follows:

(in millions)	Amount
Net cash received	$	(76.2	)
Cash due to equity holders	0.8
DigitalGlobe common stock	723.8
DigitalGlobe Series A convertible preferred stock	114.0
DigitalGlobe equity awards issued to replace GeoEye equity awards	21.6
Long-term debt issued to redeem GeoEye’s long-term debt including early termination penalties and accrued interest	596.7
Aggregate purchase price	$	1,380.7

Pursuant to the acquisition method of accounting, the fair value of each DigitalGlobe common share issued was $27.97, which was the Company’s closing share price on January 31, 2013.

The following represents the classifications of the cash flows received, which are included within the Unaudited Condensed Consolidated Statements of Cash Flows:

(in millions)	Amount
Investing activities:
Acquisition of business (1)	$	76.2
Redemption of GeoEye debt (2)	(596.7		)
Total cash used in acquisition of business	$	(520.5	)

(1) Includes $103.8 million of cash paid to GeoEye common and convertible preferred stockholders, offset by cash acquired of $180.0 million.

(2) Includes cash paid to settle GeoEye’s outstanding long-term debt at the acquisition date, including principal of $525.0 million and accrued interest of $16.4 million that was replaced by new debt (See Note 8). As a result of the discharge and redemption of GeoEye’s debt, DigitalGlobe incurred early termination penalties of approximately $55.3 million.

The Company has recognized the assets and liabilities of GeoEye based on its preliminary estimates of their acquisition date fair values. The preliminary fair value of GeoEye’s property and equipment was estimated using a market approach. A market approach uses prices and other relevant information generated by market transactions involving comparable assets. The preliminary fair value of GeoEye’s satellites was estimated using a replacement cost approach and was based on the amount that would be required to replace the service capacity of the assets. Under the replacement cost approach, the Company estimated the cost of a similar satellite having the nearest equivalent utility to the satellite being valued. The Company then adjusted this value, as necessary, for physical depreciation, functional obsolescence or economic obsolescence. As of the acquisition date, identifiable intangible assets, excluding technology, were measured at fair value primarily using various “income approaches,” which required a forecast of expected future cash flows,

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

either for the use of a relief-from royalty method or a multi-period excess earnings method. Technology was valued using a cost approach.

The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. DigitalGlobe expects to complete its final determinations no later than January 31, 2014. The final determinations may be significantly different than those reflected in the Company’s Unaudited Condensed Consolidated Financial Statements as of September 30, 2013. Based on the Company’s preliminary estimates, the aggregate purchase price exceeds the aggregate estimated fair value of the acquired assets and assumed liabilities by $ 441.1 million, which amount has been recognized as goodwill. None of the goodwill associated with this acquisition is deductible for income tax purposes.

The following is DigitalGlobe’s preliminary assignment of the aggregate consideration based on currently available information.

(in millions)	September 30, 2013
Current assets, net of cash acquired	$	90.1
Property, plant and equipment, including satellite constellation	988.8
Identifiable intangible assets:
Technology	26.0
Customer relationships	10.0
Trademarks	5.0
FCC licenses and other	2.5
Other noncurrent assets	4.0
Current liabilities	(50.2		)
Deferred revenue	(12.1		)
Long-term deferred tax liability, net	(124.5		)
Fair value of acquired assets and assumed liabilities	939.6
Goodwill	441.1
Aggregate purchase price	$	1,380.7

During the three-month period ended September 30, 2013, the Company increased goodwill related to the acquisition of GeoEye by $2.3 million primarily relating to a reduction in the preliminary value of acquired property, plant and equipment and an increase in the value of the Convertible Preferred Series A shares issued in conjunction with the acquisition. In addition, during the three-month period ended June 30, 2013 the Company also recognized an increase in goodwill of $1.2 million primarily relating to a reduction in the preliminary value of an acquired investment and buildings. which was partially offset by an increase in the value assigned to the acquired customer relationship intangible asset.

The results of GeoEye’s operations have been included in the Company’s Unaudited Condensed Consolidated Results of Operations beginning as of the acquisition date of January 31, 2013. During the period February 1, 2013 to September 30, 2013, the Company recognized an incremental $83.6 million of revenue and $118.5 million of net loss from continuing operations attributable to GeoEye’s operations since the date of the acquisition, which includes restructuring and integration costs. The following unaudited pro forma financial information presents the combined results of DigitalGlobe and GeoEye for the nine months ended September 30, 2013 and 2012 as though the acquisition had been consummated as of January 1, 2012.

	Nine months ended September 30,
(in millions, except per share data)	2013			2012
Operating revenue	$	452.8		$	560.8
Net (loss) income	(78.7		)	20.8
Net (loss) income available to common stockholders	(81.7		)	17.1
Basic (loss) income per common share	$	(1.11	)	$	0.24
Diluted (loss) income per common share	$	(1.11	)	$	0.23

This pro forma information reflects certain adjustments to DigitalGlobe’s previously reported operating results, primarily:

· transaction costs are reflected as if they occurred on January 1, 2012;

· increased amortization of stock-based compensation;

· increased amortization expense related to identifiable intangible assets recorded as part of the acquisition;

· changes to depreciation expense as a result of the fair value adjustment to property and equipment;

· decreased interest expense due to lower interest rates on long-term debt; and

· related income tax effects.

The pro forma information for the nine months ended September 30, 2012 includes approximately $ 130.9 million of revenue from GeoEye’s major contracts, principally the EnhancedView SLA with NGA, which ended in the fourth quarter of 2012. The pro forma information does

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

not reflect the actual results of operations had the acquisition been consummated at January 1, 2012, nor is it necessarily indicative of present or future operating results. The pro forma information does not give effect to any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition (other than those realized subsequent to the January 31, 2013 acquisition date).

Tomnod Acquisition

During the nine-month period ended September 30, 2013, the Company acquired Tomnod, Inc. for $4.0 million, consisting of $3.5 million of cash and $0.5 million of accrued liabilities. The Company has recognized the assets and liabilities of Tomnod based on its preliminary estimates of their acquisition date fair values. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. DigitalGlobe expects to complete its final determinations no later than the first quarter of 2014. The final determinations may be significantly different than those reflected in its Unaudited Condensed Consolidated Financial Statements as of September 30, 2013.

Based on the Company’s preliminary estimates, the aggregate purchase price exceeds the aggregate estimated fair value of the acquired assets and assumed liabilities by $ 3.3 million, which amount has been recognized as goodwill. None of the goodwill associated with this acquisition is deductible for income tax purposes. In addition, the Company recorded $1.1 million of technology and other intangible assets and $0.4 million of deferred tax liability as part of its purchase price allocation.

NOTE 5. Property and Equipment

Property and equipment consisted of the following:

(in millions)	Depreciable Life (in years)	September 30, 2013			December 31, 2012
Satellites	1 – 12	$	1,323.6		$	1,110.8
Construction in progress	—	1,222.8			486.8
Computer equipment and software	3	304.1			140.6
Machinery and equipment, including ground terminals	5	96.2			32.7
Furniture, fixtures and other	3 – 7	40.3			20.2
Land and buildings	34	6.4			0.3
Total property and equipment		2,993.4			1,791.4
Accumulated depreciation and amortization		(831.2		)	(676.2		)
Property and equipment, net		$	2,162.2		$	1,115.2

The Company operates a constellation of five in-orbit satellites, as follows:

(in millions)	Depreciable Life (in years)	September 30, 2013			December 31, 2012
Quickbird	12.2	$	174.4		$	174.4
Worldview-1	10.5	473.2			473.2
WorldView-2	11	463.2			463.2
IKONOS	0.5	1.0			—
GeoEye-1	5	211.8			—
Total satellites		1,323.6			1,110.8
Accumulated depreciation		(625.6		)	(530.0		)
Satellites, net		$	698.0		$	580.8

Construction in progress includes the WorldView-3 and GeoEye-2 satellites, ground station construction, infrastructure projects, certain internally developed software costs and capitalized interest. The IKONOS, GeoEye-1, and GeoEye-2 satellites were added from our acquisition of GeoEye. The depreciable lives of the IKONOS and GeoEye-1 satellites were their estimated remaining useful lives determined as of the date of the acquisition. The Company currently expects to complete construction and testing and launch WorldView-3 in the summer of 2014.

Depreciation expense for property and equipment was $57.1 million and $28.9 million for the three months ended September 30, 2013 and 2012, respectively, and $159.6 million and $86.5 million for the nine months ended September 30, 2013 and 2012, respectively.

The capitalized costs of the Company’s satellites and related ground systems include internal and external direct labor costs, internally developed software and direct material costs which support the construction and development of the satellites and related ground systems. The cost of DigitalGlobe’s satellites also includes capitalized interest incurred during the construction, development and initial in-orbit testing period. The portion of the launch insurance premium allocable to the period from launch through in-orbit

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

calibration and commissioning has been capitalized as part of the cost of the satellites and is amortized over the useful life of the satellites.

The expected operational life of a satellite is determined once the satellite has been placed into orbit. A satellite’s expected operational life is determined by considering certain factors including: (i) the orbit in which the satellite is placed; (ii) the supply of fuel; (iii) environmental stress; (iv) the anticipated environmental degradation of solar panels and other components; (v) the anticipated levels of solar radiation; (vi) the probability of design failure of the satellite’s components from design or manufacturing defect; and (vii) the quality of the satellite’s construction. The Company depreciates the cost of a satellite, after the satellite has been successfully placed into service, over its expected useful life using the straight-line method of depreciation as the Company anticipates that the satellite will provide consistent levels of imagery over its useful life. The Quickbird and IKONOS satellites are nearing the end of their expected useful lives.

If a satellite were to fail to launch or fail while in orbit, the resulting loss would be charged to expense in the period in which such loss was to occur. The amount of any such loss would be reduced to the extent of insurance proceeds received as a result of the launch or in-orbit failure.

NOTE 6. Goodwill and Other Intangibles

The following table summarizes the activity in the Company’s goodwill account during the nine month period ended September 30, 2013:

(in millions)	September 30, 2013
Balance, December 31, 2012	$	8.7
Acquisitions	444.4
Balance, September 30, 2013	$	453.1

The following table summarizes the Company’s intangible assets for the nine months ended September 30, 2013:

	As of September 30, 2013
(in millions)	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets:
Technology	3 – 5	$	26.9	$	(3.7	)	$	23.2
Customer relationships	12	10.0		(0.6		)	9.4
Trademarks	3	5.0		(1.1		)	3.9
FCC licenses and other	1 - 20	2.7		(0.7		)	2.0
Total		$	44.6	$	(6.1	)	$	38.5

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the nine month period ended September 30, 2013, the Company added approximately $43.5 million of intangible assets that were related to its acquisition of GeoEye and $1.1 million of intangible assets related to its acquisition of Tomnod. The Company is in the process of finalizing the fair value of goodwill and intangible assets acquired. Such valuations will be completed by January 31, 2014. Accordingly, these amounts represent preliminary estimates, which are subject to change upon finalization of purchase accounting, and any such change may have a material effect on the Company’s results of operations.

Total intangible amortization expense recognized was $2.3 million and $6.1 million during the three and nine month periods ended September 30, 2013, respectively and none during the three and nine month periods ended September 30, 2012. The estimated future annual amortization expense for acquired intangible assets is as follows:

(in millions)
Fiscal Years Ending December 31,	Amount
2013(1)	$	2.3
2014	9.1
2015	8.2
2016	6.2
2017	6.1
Thereafter	6.6
Total amortization expense	$	38.5

(1) Represents estimated amortization for the remaining three month period ended December 31, 2013.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 7. Other Accrued Liabilities

(in millions)	September 30, 2013		December 31, 2012
Compensation and other employee benefits	$	21.8	$	16.4
Construction in progress accruals	19.7		7.1
Accrued interest payable	5.5		0.1
Restructuring costs	3.8		—
Accrued taxes	1.5		9.2
Acquisition related accruals	—		5.8
Other accrued expense	22.0		17.7
Total other accrued liabilities	$	74.3	$	56.3

Compensation and other employee benefits include payroll, accrued bonus expense and vacation accrual. Construction in progress accruals include amounts for milestone payments due on the procurement and construction of the WorldView-3 and GeoEye-2 satellites. Acquisition related accruals primarily consist of advisory and legal costs. Other accruals consist of third party commission expense, professional fees, remote ground terminal maintenance, deferred contract costs and the current portion of deferred lease incentives.

NOTE 8. Debt

2013 Credit Facility

In connection with the acquisition of GeoEye on January 31, 2013, the Company entered into a seven-year $550.0 million Senior Secured Term Loan Facility and a five-year $150.0 million Senior Secured Revolving Credit Facility (collectively, the “2013 Credit Facility”). The 2013 Credit Facility requires quarterly principal payments of $1.375 million starting June 30, 2013 with the remaining balance due February 1, 2020. Borrowings under the 2013 Credit Facility bear interest at an adjusted LIBOR rate, plus a 2.75% margin subject to a 1.0% LIBOR floor. The LIBOR margin becomes 2.5% when the ratio of total debt to Adjusted EBITDA is 2.5 or lower. The Company will also pay a commitment fee of between 37.5 to 50.0 basis points, payable quarterly, on the average daily unused amount of the revolving credit facility based on the Company’s leverage ratio. As of September 30, 2013, the Company had not drawn any amounts under the Senior Secured Revolving Credit Facility.

The Company’s obligations under the 2013 Credit Facility are guaranteed by certain of its existing and future direct and indirect wholly-owned domestic subsidiaries. The Company’s obligations and the obligations of the guarantor subsidiaries under the 2013 Credit Facility are collateralized by substantially all of the Company’s assets and the assets of the guarantor subsidiaries.

The 2013 Credit Agreement contains affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with its affiliates. The 2013 Credit Agreement also requires that the Company comply with a maximum leverage ratio and minimum interest coverage ratio. The Company was in compliance with its debt covenants as of September 30, 2013.

Senior Notes

Also in connection with the acquisition of GeoEye on January 31, 2013, the Company issued $600.0 million of Senior Notes (“Senior Notes”), which bear interest at 5.25% per year. Interest on the Senior Notes is payable on February 1 and August 1 of each year, beginning on August 1, 2013. The Senior Notes were issued at par and mature on February 1, 2021. The Company may redeem some or all of the Senior Notes at any time and from time to time on or after February 1, 2017, at the redemption prices set forth in the indenture governing the Senior Notes. The initial redemption price for the Senior Notes is 102.625% of their principal amount plus accrued and unpaid interest to the date of redemption. The Company may redeem some or all of the Senior Notes at any time prior to February 1, 2017, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium, together with accrued and unpaid interest to the date of redemption. In addition, on or prior to February 1, 2016, the Company may redeem up to 35% of the principal amount of the Senior Notes using the net cash proceeds from sales of certain types of capital stock at a redemption price equal to 105.250% of the principal amount of the Senior Notes, plus accrued and unpaid interest to the date of redemption, subject to certain other provisions as set forth in the indenture governing the Senior Notes. If a change of control occurs, the Company must give holders of the Senior Notes an opportunity to sell the Company their Senior Notes at a purchase price of 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest to the date of purchase.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Senior Notes are senior unsecured obligations, ranking equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness and are senior to its existing and future subordinated indebtedness. The Senior Notes are unconditionally guaranteed, jointly and severally, by all of the Company’s existing and certain of its future direct and indirect wholly-owned domestic subsidiaries. Each guarantor’s guarantee ranks pari passu in right of payment with all future senior indebtedness of the guarantor.

The Senior Notes have not been registered under the Securities Act of 1933, as amended. The Company has agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, pursuant to a registration rights agreement if the Senior Notes are not freely transferable on February 1, 2014 under Rule 144 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by persons that are not “affiliates” (as defined under Rule 144) of the Company. The Company does not currently expect to be required to file an exchange offer or shelf registration statement with respect to the Senior Notes. If, however, circumstances change and the Company is required to file a registration statement but does not comply with its obligations, the Company will pay additional interest on the Senior Notes.

The Company paid $41.2 million of underwriting and other fees and expenses in connection with the 2013 Credit Facility and the Senior Notes, of which $5.0 million was included in “Loss on early extinguishment of debt” because a portion of the refinancing was accounted for as a “modification” and $36.2 million was capitalized as debt issuance costs and included in other assets.

The following table represents the Company’s future debt payments as of September 30, 2013:

(in millions)	Long-term debt (excluding interest payments)
2013 (1)	$	1.4
2014	5.5
2015	5.5
2016	5.5
2017	5.5
Thereafter	1,123.9
Total	$	1,147.3

(1) Represents long-term debt principal payments for the three month period ended December 31, 2013.

The net proceeds of the 2013 Credit Facility and Senior Notes were used, along with cash on hand, to refinance the Company’s 2011 $500.0 million senior secured term loan and $100.0 million senior secured revolving credit facility, to fund the discharge and redemption of GeoEye’s $400.0 million 9.625% Senior Secured Notes due 2015 and $125.0 million 8.625% Senior Secured Notes due 2016 assumed in connection with the acquisition of GeoEye, to pay the cash consideration under the merger agreement with GeoEye and to pay fees and expenses related to the foregoing transactions.

Retired 2011 Senior Secured Credit Facility

On October 12, 2011, the Company entered into a $500.0 million, seven-year senior secured term loan facility and a $100.0 million, five-year senior secured revolving credit facility (collectively, the “2011 Credit Facility”). As of January 31, 2013, the Company had a net unamortized debt discount of $12.5 million and deferred financing costs of approximately $7.8 million relating to the 2011 Credit Agreement. On January 31, 2013, in connection with the acquisition of GeoEye, the Company entered into the 2013 Credit Facility and issued the Senior Notes and repaid and retired the 2011 Credit Facility. DigitalGlobe’s entrance into the 2013 Credit Facility, issuance of the Senior Notes and payoff of DigitalGlobe’s pre-combination outstanding debt were assessed in accordance with ASC 470-50, Debt — Modifications and Extinguishments. As a result of the repayment and retirement of the 2011 Credit Facility, the Company performed an analysis of the holders of the Company’s debt before and after the transaction. The Company determined that 33% of the Company’s outstanding debt before the transaction was held by common debt holders after the transaction and that the terms of the new debt were not substantially different from the terms of the old debt. Accordingly, this portion of the debt was accounted for as a modification of debt and as a result, the Company allocated $7.5 million of the net unamortized debt discount and deferred financing costs to the 2013 Credit Facility and Senior Notes, which will be amortized as interest expense over the respective terms of the debt. The Company recorded a loss of $17.8 million during the three months ended March 31, 2013 primarily due to the write-off of the remaining $12.8 million of unamortized deferred financing fees and debt discount and approximately $5.0 million of fees paid in connection with the 2013 Credit Facility and Senior Notes.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Letters of Credit

At September 30, 2013 and December 31, 2012, DigitalGlobe had $1.2 million of restricted cash under the lease agreement for its headquarters in Longmont, Colorado. Additionally, at September 30, 2013, the Company had $1.1 million of restricted cash under the lease agreement for its office location in Herndon, Virginia. At September 30, 2013 and December 31, 2012, the Company had $21.0 million and $10.9 million, respectively, in letters of credit and performance guarantees used in the ordinary course of business to support advanced payments from customers under certain of the DAP contracts. These letters of credit are secured by restricted cash. The letters of credit and related restricted cash amounts are released when the respective contractual obligations have been fulfilled by the Company.

Interest Expense, net

The following table summarizes the Company’s interest expense, accretion of debt discount, amortization of the deferred financing fees and interest capitalized.

	For the three months ended September 30,						For the nine months ended September 30,
(in millions)	2013			2012			2013			2012
Interest	$	13.4		$	7.5		$	37.7		$	22.4
Accretion of debt discount, deferred financing amortization and line of credit fees	1.8			0.9			5.1			2.8
Capitalized interest	(14.4		)	(6.4		)	(39.0		)	(17.3		)
Interest expense	$	0.8		$	2.0		$	3.8		$	7.9
Interest income	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Interest expense, net	$	0.7		$	1.9		$	3.5		$	7.7

NOTE 9. Fair Values of Financial Instruments

The fair value guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of inputs are defined as follows:

· Level 1 — quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 — quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 — unobservable inputs when little or no market data is available.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table provides information about the assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 and indicates the valuation technique utilized by the Company to determine the fair value.

(in millions)	Total Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents at September 30, 2013	$	77.1	$	77.1	$	—	$	—
Cash equivalents at December 31, 2012	174.1		174.1		—		—

The Company’s cash equivalents consist of investments acquired with maturity dates of less than 90 days, are quoted from market rates and are classified within Level 1 of the valuation hierarchy. At September 30, 2013 and December 31, 2012, the Company’s cash equivalents consisted of funds held in U.S. Treasury money markets. The Company does not have any Level 2 or Level 3 financial instruments as of September 30, 2013 and December 31, 2012.

The fair value of the Senior Secured Term Loan Facility and the Senior Notes were based upon trading activity among lenders.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions)	Total Carrying Value		Principal		Estimated Fair Value
2013 Senior Secured Facility at September 30, 2013	$	545.1	$	547.3	$	545.9
2013 Senior Notes at September 30, 2013	598.8		600.0		571.5
2011 Senior Secured Facility at December 31, 2012	483.6		495.0		496.2

NOTE 10. Stock-Based Compensation

To date, the Company has issued equity awards that consist of stock options, restricted stock, restricted stock awards and restricted stock units. Non-cash compensation expense for the equity awards is calculated based on the fair value of the award on the date of grant and amortized on a straight-line basis over the vesting period. For restricted stock awards and restricted stock units where vesting is contingent upon meeting both a service condition and a performance condition, the Company recognizes expense on the estimated number of shares that is anticipated to vest over the requisite service period. Changes to the number of shares that are anticipated to vest will result in a cumulative catch-up or a reduction of expense in the period in which the change in estimate is made.

In connection with the acquisition of GeoEye, the Company issued equity awards to replace the outstanding GeoEye options, restricted stock awards and restricted stock unit awards with options, restricted stock awards and restricted stock unit awards, respectively, for the Company’s common stock.

Stock Options

The Company did not award stock options during the nine months ended September 30, 2013 other than in connection with the GeoEye acquisition.

A summary of stock option activity for the nine months ended September 30, 2013 is presented below:

(in millions, except for weighted average exercise prices)	Number of Shares		Weighted-Average Exercise Price
Outstanding — December 31, 2012	3.7		$	21.06
Granted in GeoEye acquisition (Note 4)	1.4		17.69
Exercised	(2.1	)	19.39
Forfeited/Expired	(0.2	)	24.02
Outstanding — September 30, 2013	2.8		20.31
Exercisable — September 30, 2013	1.7		$	22.22

Restricted Stock Awards

During the nine months ended September 30, 2013, the Company did not grant any restricted stock awards other than in connection with the GeoEye acquisition. A summary of restricted stock activity for the nine months ended September 30, 2013 is shown below:

(in millions, except for weighted average grant date fair values)	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2012	0.6		$	17.52
Granted in GeoEye acquisition (Note 4)	0.5		27.97
Forfeited/Canceled	(0.1	)	24.00
Vested	(0.5	)	24.79
Non-vested at September 30, 2013	0.5		$	19.13

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Restricted Stock Units

During the nine months ended September 30, 2013, the Company awarded 0.8 million restricted stock units. A summary of restricted stock unit activity for the nine months ended September 30, 2013 is shown below:

(in millions, except for weighted average grant date fair values)	Number of Shares		Weighted- Average Grant Date Fair Value
Non-vested at December 31, 2012	0.1		$	32.92
Granted	0.8		30.72
Granted in GeoEye acquisition (Note 4)	0.3		27.97
Forfeited/Canceled	—		—
Vested	(0.4	)	28.04
Non-vested at September 30, 2013	0.8		$	28.11

Of the non-vested restricted stock units outstanding at September 30, 2013, approximately 0.2 million shares are performance share units where vesting is contingent upon meeting both a service requirement and either a Company financial performance condition or a Company stock market performance condition. The number of shares granted with the financial performance condition that ultimately will vest are based on a measurement of the Company’s average annual return on invested capital as determined over the three year vesting period of the awards. The number of shares granted with the Company stock market condition that ultimately will vest are based on a measurement of the change in the Company’s average stock price compared to the change in value in the Russell 2000 stock index as determined over the three year vesting period of the awards. The awards granted with a stock market performance condition were valued at the grant date at $47.32 per share using a Monte Carlo simulation. For both types of awards, the number of shares that ultimately vest could range from 50% to 200% of the target amount, or zero percent if the minimum threshold is not achieved. During the second quarter of 2013, as a result of the acquisition of GeoEye, management projected that the Company’s average return on invested capital would decrease below the minimum threshold necessary for vesting in the financial performance based awards, which did not contemplate the acquisition of GeoEye when the awards were granted. As a result, in the second quarter of 2013, approximately $0.4 million of cumulative compensation expense previously recognized for these awards through March 31, 2013 was reversed. In July 2013, in accordance with the terms of the financial performance based awards, the Company’s compensation committee modified the targets for the vesting of these awards to align the awards in a manner consistent with their contemplated financial objectives prior to the acquisition. The modification to the awards resulted in the awards being re-valued as of the date of the modification at $32.92 per share. The target number of awards expected to vest under the modified financial performance condition would result in non-cash compensation expense of approximately $3.3 million, which is being recognized beginning in the third quarter of 2013 and will continue over the remaining term of the awards until the second quarter of 2015. Changes to the number of shares expected to vest granted with a financial performance condition will result in a cumulative catch up or reduction of expense in the period in which the change in estimate is made.

Treasury Stock

During the three and nine month periods ended September 30, 2013 and 2012, certain participants elected to have the Company withhold shares to satisfy the minimum tax withholding obligations due at the time their restricted stock vested. The quantity and value of the shares withheld were immaterial and have been included in treasury shares. The Company made no open market repurchases of its common stock during the three or nine month periods ended September 30, 2013 or 2012.

NOTE 11. (Loss) Earnings Per Share

Basic (loss) earnings per share (“EPS”) is computed by dividing net (loss) income available to common stockholders by the weighted average number of common shares outstanding for the period excluding issued, but unvested, restricted shares. Diluted EPS is computed by dividing net (loss) income available to common shareholders by the weighted average number of common shares outstanding and dilutive potential common shares for the period. The Company includes as potential common shares the weighted average dilutive effects of outstanding stock options and restricted shares using the treasury stock method. Securities that contain non-forfeitable rights to dividend equivalents (whether paid or unpaid) are participating securities and are required to be included in the computation of basic EPS and dilutive EPS pursuant to the two-class method. Net losses are not allocated to the Company’s participating securities. The Company’s Series A Convertible Preferred Stock are participating securities.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

	Three months ended September 30,					Nine months ended September 30,
(in millions, except per share data)	2013			2012		2013			2012
(Loss) earnings per share:
Net (loss) income	$	(1.8	)	$	8.5	$	(83.4	)	$	21.9
Preferred stock dividends	(1.0		)	—		(2.6		)	—
Net (loss) income less preferred stock dividends	(2.8		)	8.5		(86.0		)	21.9
Income allocated to participating securities	—			—		—			—
Net (loss) income available to common stockholders	$	(2.8	)	$	8.5	$	(86.0	)	$	21.9
Basic weighted average number of common shares outstanding	74.5			46.2		70.8			46.1
Assuming exercise of stock options and restricted shares	—			0.3		—			0.2
Diluted weighted average number of common shares outstanding	74.5			46.5		70.8			46.3
(Loss) earnings per share:
Basic	$	(0.04	)	$	0.18	$	(1.21	)	$	0.48
Diluted	$	(0.04	)	$	0.18	$	(1.21	)	$	0.47

The number of options, non-vested restricted stock awards and potential common shares from the conversion of Series A Convertible Preferred Stock that were excluded from the computation of diluted EPS, because the effects thereof were anti-dilutive, were 7.2 million and 4.4 million for the three months ended September 30, 2013 and 2012, respectively, and 7.7 million and 4.7 million for the nine months ended September 30, 2013 and 2012, respectively.

NOTE 12. Income Taxes

In connection with DigitalGlobe’s acquisition of GeoEye on January 31, 2013, the Company recognized a net current deferred tax asset of $26.8 million and a net noncurrent deferred tax liability of $124.5 million, which reflects the expected future tax effects of certain differences between the financial reporting carrying amounts and tax bases of GeoEye’s assets and liabilities. The primary differences involve GeoEye’s intangible assets, and property and equipment, including the effects of acquisition date valuation adjustments. The net deferred tax liability is partially offset by a deferred tax asset for expected future tax deductions relating to GeoEye’s net operating loss carryforwards. Based on preliminary information, DigitalGlobe recorded a valuation allowance of $2.0 million on the acquisition date for a portion of the acquired net deferred tax assets that it believes are not more likely than not to be realized.

The Company has recognized the assets and liabilities of GeoEye based on its preliminary estimates of their acquisition date fair values. The determination of the fair values of the acquired assets and assumed liabilities (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. DigitalGlobe expects to complete its final determinations no later than January 31, 2014. The Company’s preliminary acquisition date estimates of deferred income taxes and the related valuation allowance are subject to adjustment as discussed in Note 4.

The Company’s effective income tax rate was 67.9% and 39.7% for the three months ended September 30, 2013 and 2012, respectively, and 30.7% and 42.1% for the nine months ended September 30, 2013 and 2012, respectively. The effective tax rate differed from the statutory federal rate of 35.0% primarily due to state taxes and the effects of non-deductible stock based compensation and discrete items related to the vesting of equity based compensation, 2012 research and development tax credits resulting from tax law changes enacted in January 2013 and significant non-deductible costs related to the acquisition of GeoEye. We expect our annualized effective tax rate before discrete items to be approximately 36.3% for 2013.

NOTE 13. Restructuring Charges

The Company has initiated a series of restructuring activities intended to improve its operational efficiency as a result of its acquisition of GeoEye. The restructuring enhances the Company’s ability to provide cost-effective offerings to customers. The restructuring enables the Company to retain and expand its existing relationships with customers and attract new business. These restructuring activities primarily consist of reducing redundant workforce, consolidating office and production facilities, consolidating certain ground terminals and systems and other exit costs, including contract termination charges to effect the restructuring activities.

The restructuring costs totaled $3.1 million and $37.0 million for the three and nine month periods ended September 30, 2013, respectively. The restructuring liability is included in current other accrued liabilities.

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The components of the restructuring liability were as follows:

(in millions)	Severance			Facilities			Other costs			Total
Balance, December 31, 2012	$	—		$	—		$	—		$	—
Provision for restructuring charges (1) (2)	13.4			0.3			0.4			14.1
Cash payments	(9.3		)	—			—			(9.3		)
Balance, March 31, 2013	4.1			0.3			0.4			4.8
Provision for restructuring charges (1) (2)	7.3			—			3.9			11.2
Cash payments	(6.2		)	(0.3		)	(0.4		)	(6.9		)
Balance, June 30, 2013	5.2			—			3.9			9.1
Provision for restructuring charges (1) (2)	2.8			—			(0.2		)	2.6
Cash payments	(4.9		)	—			(3.0		)	(7.9		)
Balance, September 30, 2013	$	3.1		$	—		$	0.7		$	3.8

(1) Restructuring charges for the three month and nine month period ended September 30, 2013 excludes $0.5 million and $7.9 million, respectively, of share-based compensation associated with the accelerated vesting of stock awards.

(2) Restructuring charges for the three month and nine month period ended September 30, 2013 excludes $0 and $1.2 million of non-cash asset impairment charges, respectively.

NOTE 14. Related Party Transactions

Morgan Stanley/Morgan Stanley & Co., Incorporated

During the three months ended March 31, 2013, the Company paid Morgan Stanley approximately $26.5 million in fees and expenses associated with the acquisition of GeoEye and associated financing. Additionally, during the three months ended March 31, 2013, Morgan Stanley sold its interest in DigitalGlobe’s common stock. As of March 31, 2013, the Company no longer considered Morgan Stanley to be a related party.

Cerberus Agreement

On July 22, 2012, DigitalGlobe entered into an agreement (the “Cerberus Agreement”) with Cerberus Capital Management, L.P., Cerberus Partners II, L.P., Cerberus Series Four Holdings, LLC, and Cerberus Satellite LLC (collectively, the “Cerberus Parties”). The Cerberus Agreement provides, among other things, that for a period of time the Cerberus Parties and their respective affiliates (i) will not hold beneficial ownership in excess of 19.9% of the outstanding DigitalGlobe common stock, including the DigitalGlobe Series A Convertible Preferred Stock on an as-converted basis, and (ii) will vote their shares in accordance with the recommendations of the DigitalGlobe Board of Directors. As a result of the acquisition of GeoEye, the Company issued 80,000 shares of Series A Convertible Preferred Stock to Cerberus Satellite, LLC.

Pursuant to the Cerberus Agreement, the Cerberus Parties also held the right to appoint one director to the DigitalGlobe Board of Directors, with a term to expire at the 2014 DigitalGlobe annual meeting of stockholders. General Michael P.C. Carns, the Cerberus Parties’ designee, was appointed to the DigitalGlobe Board of Directors effective January 31, 2013 in connection with the closing of the acquisition of GeoEye.

In addition, on January 31, 2013, DigitalGlobe entered into a registration rights agreement with the Cerberus Parties pursuant to which the Company agreed to file with the SEC on or before January 26, 2014 a shelf registration statement registering the resale of shares of common stock into which the Series A Preferred Stock is convertible and shares of the Company’s common stock received by any of Cerberus Parties in the acquisition of GeoEye. Under the registration rights agreement, once filed, the Company is required to keep the registration statement effective for a period of three years.

Investment in Joint Venture

In June 2012, the Company made an investment of approximately $0.3 million for a less than 20% ownership interest in a joint venture in China. During the nine months ended September 30, 2013 and 2012 , the joint venture purchased $7.6 million and $5.7 million in products and services from the Company, respectively. Amounts owed to the Company by the joint venture at September 30, 2013 and December 31, 2012 were $5.1 million and $7.6 million, respectively.

NOTE 15. Commitments and Contingencies

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

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Company to indemnify the other party against claims relating to property damage, personal injury or acts or omissions by the Company, its employees, agents or representatives. In addition, from time to time the Company has made guarantees regarding the performance of its systems to its customers. The majority of these agreements do not limit the maximum potential future payments the Company could be obligated to make. The Company evaluates and estimates potential losses from such indemnification based on the likelihood that the future event will occur. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such indemnification and guarantees in the Company’s financial statements.

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management does not expect that the amount of losses or other costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

Litigation Related To the Acquisition

In July 2012, GeoEye and the GeoEye board of directors, DigitalGlobe, 20/20 Acquisition Sub, Inc. and WorldView, LLC were named as defendants in three purported class action lawsuits filed in the United States District Court for the Eastern District of Virginia. The lawsuits were brought on behalf of proposed classes consisting of all public holders of GeoEye common stock, excluding the defendants and, among others, their affiliates. On September 7, 2012, the Court ordered the consolidation of the three actions as In re GeoEye, Inc., Shareholder Litigation, Consol. No. 1:12-cv-00826-CMH-TCB.

On September 24, 2012, plaintiffs filed an amended consolidated complaint alleging the GeoEye board of directors breached its fiduciary duties by allegedly, among other things, failing to maximize stockholder value, agreeing to preclusive deal protection measures and failing to disclose certain information necessary to make an informed vote on whether to approve the proposed acquisition. DigitalGlobe is alleged to have aided and abetted these breaches of fiduciary duty. In addition, the amended complaint contains allegations that the GeoEye board of directors and DigitalGlobe violated Section 20(a) and Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, by the filing of a Registration Statement allegedly omitting material facts and setting forth materially misleading information.

On October 9, 2012, following arm’s-length negotiations, the parties to the consolidated action entered into a memorandum of understanding to settle all claims asserted therein on a class-wide basis. GeoEye and the GeoEye board of directors, DigitalGlobe, 20/20 Acquisition Sub, Inc. and WorldView, LLC entered into the settlement solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. In connection with the settlement, DigitalGlobe agreed to make additional disclosures in Amendment No. 1 to the Registration Statement filed in connection with the acquisition of GeoEye. The settlement included a release of all claims against defendants alleged in the corrected amended complaint. In January 2013, the parties completed confirmatory discovery. Notices were sent to the affected class of GeoEye shareholders and on September 6, 2013, the Court approved the settlement of all securities class actions. Payments made in connection with the settlement were not material to the Company. The matter is now closed.

NOTE 16. Significant Customers and Geographic Information

With the acquisition of GeoEye on January 31, 2013, the Company’s Chief Operating Decision Maker (“CODM”) has re-evaluated the information used to manage the business and has concluded that the Company operates in a single segment, in which it provides imagery and imagery information products and services to customers around the world. The Company uses common infrastructure and technology to collect, process and distribute its imagery products and services to all customers. The Company measures performance based on consolidated operating results and achievement of individual performance goals.

DigitalGlobe recognized net revenue related to contracts with the U.S. Government, its largest customer, of $100.8 million and $66.0 million for the three months ended September 30, 2013 and 2012, respectively, and $261.0 million and $184.2 million for the nine months ended September 30, 2013 and 2012, respectively. This represented 61.2% and 61.6% of the Company’s total net revenue for the three months ended September 30, 2013 and 2012, respectively, and 58.9% and 62.2% of the Company’s total net revenue for the nine months ended September 30, 2013 and 2012, respectively.

DigitalGlobe has organized its sales leadership and go-to market efforts around two customer groups (i) U.S. Government and (ii) Diversified Commercial. Revenue recognized for services provided to U.S. Government customers consist primarily of the EnhancedView SLA, amortization of pre-FOC payments related to the NextView agreement and other value added services. Diversified Commercial revenue consists of the Company’s DAP revenue, international defense and intelligence revenue and revenue from customers, including civil governments, providers of location-based services and other industry vertical markets. The following table summarizes net revenue for these two groups:

Table of Contents

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

	For the three months ended September 30,				For the nine months ended September 30,
(dollars in millions)	2013		2012		2013		2012
U.S. Government	$	100.8	$	66.0	$	261.0	$	184.2
Diversified Commercial	64.0		41.2		182.0		111.8
Net revenue	$	164.8	$	107.2	$	443.0	$	296.0

Total U.S. and international net revenue was as follows:

	For the three months ended September 30,				For the nine months ended September 30,
(dollars in millions)	2013		2012		2013		2012
U.S.	$	116.7	$	76.4	$	307.0	$	209.0
International	48.1		30.8		136.0		87.0
Net revenue	$	164.8	$	107.2	$	443.0	$	296.0

Table of Contents

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Any forward-looking statements are based upon our historical performance and on our current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions. A number of important factors could cause our actual results or performance to differ materially from those indicated by such forward looking statements, including: the loss, reduction or change in terms of any of our primary contracts; the availability of government funding for our products and services both domestically and internationally; changes in government and customer priorities and requirements (including cost-cutting initiatives, the potential deferral of awards, terminations or reduction of expenditures to respond to the priorities of congress and the administration, or budgetary cuts resulting from congressional committee recommendations or automatic sequestration under the Budget Control Act of 2011); the risk that the anticipated benefits and synergies from the strategic acquisition of GeoEye, Inc. cannot be fully realized or may take longer to realize than expected; the outcome of pending or threatened litigation; the loss or impairment of any of our satellites; delays in the construction and launch of any of our satellites; delays in implementation of planned ground system and infrastructure enhancements; loss or damage to the content contained in our imagery archives; interruption or failure of our ground system and other infrastructure, decrease in demand for our imagery products and services; increased competition that may reduce our market share or cause us to lower our prices; our failure to obtain or maintain required regulatory approvals and licenses; changes in U.S. foreign law or regulation that may limit our ability to distribute our imagery products and services; the costs associated with being a public Company; and other important factors, all as described more fully in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2012.

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

Overview

DigitalGlobe, Inc. (“DigitalGlobe,” “Company,” “we,” “our,” or “us”) is a leading global provider of commercial high-resolution earth imagery products and services. Sourced from our own advanced satellite constellation, our products and services support a wide variety of fields, including defense, intelligence and homeland security, mapping and analysis, environmental monitoring, oil and gas exploration and infrastructure management. Our principal customers are defense and intelligence as well as civil agencies of governments and providers of location based services. Additionally, we serve a variety of companies in other industry verticals, such as the financial services, energy, telecommunications, utility, forestry, mining, environmental and agricultural industries. The imagery that forms the foundation of our products and services is collected daily from our five high-resolution imaging satellites and maintained in our imagery archive, which we refer to as our ImageLibrary. We believe that our ImageLibrary is the largest, most up-to-date and comprehensive archive of high-resolution earth imagery commercially available, containing approximately 4.3 billion square kilometers of imagery, an area equivalent to 28 times the land surface area of the earth. As of September 30, 2013, our collection capacity was approximately 1.2 billion square kilometers of imagery per year or roughly eight times the land surface area of the earth.

On January 31, 2013, we completed the acquisition of 100% of the outstanding stock of GeoEye, Inc. (“GeoEye”), a leading provider of geospatial intelligence solutions in a stock and cash transaction valued at approximately $1.4 billion. The acquisition of GeoEye increased the scale of our operations, diversified our customer and product mix, broadened our service offerings, enabled us to optimize our satellite orbits and collection of imagery, and strengthened our production and analytics capabilities. The combined company has five operational satellites in orbit and, in addition, two satellites nearing end of construction. Refer to Note 4 “Business Acquisitions” to the Unaudited Condensed Consolidated Financial Statements for further discussion. We incurred the following combination-related costs in conjunction with the acquisition of GeoEye during the three month period ended September 30, 2013:

Table of Contents

	For the three months ended September 30, 2013
(in millions)	Expensed		Capitalized		Total
Restructuring costs	$	3.1	$	—	$	3.1
Integration costs	8.0		6.8		14.8
Total combination-related costs	$	11.1	$	6.8	$	17.9

We incurred the following combination-related costs in conjunction with the acquisition of GeoEye during the nine month period ended September 30, 2013:

	For the nine months ended September 30, 2013
(in millions)	Expensed		Capitalized		Total
Restructuring costs	$	37.0	$	—	$	37.0
Acquisition costs	20.6		—		20.6
Integration costs	23.1		13.1		36.2
Debt-related costs	17.8		36.6		54.4
Total combination-related costs	$	98.5	$	49.7	$	148.2

Restructuring costs are costs incurred to realize efficiencies from the acquisition with GeoEye, such as reducing redundant workforce, consolidating facilities and systems, and realigning our ground terminal networks. Acquisition costs are costs incurred to effect the acquisition, such as advisory, legal, accounting, consulting and other professional fees. Integration costs consist primarily of professional fees incurred to assist us with system and process improvements associated with integrating operations. Capitalized costs relating to integration primarily consist of property, equipment and leasehold improvements necessary to consolidate operations. Debt-related costs are related to entering into a seven-year $550.0 million Senior Secured Term Loan Facility and a five-year $150.0 million Senior Secured Revolving Credit Facility (collectively, the “2013 Credit Facility”) and issuing $600.0 million of 5.25% Senior Notes, the proceeds of which were used to refinance our $500.0 million term loan and fund the discharge and redemption of GeoEye’s $400.0 million 9.625% Senior Secured notes due 2015 and $125 million 8.625% Senior Secured Notes due 2016 we assumed in the acquisition.

The GeoEye acquisition has increased our revenue and assets, as well as diversified our customer base. By optimizing orbits, coordinating scheduling and optimizing collection of imagery, we expect to increase satellite imaging capacity and improve timelines and revisit rates. We expect to reduce capital expenditures as a result of having five operational satellites, of which we intend to only maintain a constellation of three satellites over the longer term, allowing us to delay construction of additional satellites. Following completion of the two satellites under construction, we currently intend to place one of them, GeoEye-2, in storage until such time as incremental capacity or replacement for an existing satellite is required. We currently expect to complete and launch WorldView-3 in the summer of 2014. The satellite is anticipated to reach full operational capacity (“FOC”) approximately 90 days after launch.

We anticipate that the full operating expense synergies associated with the GeoEye transaction will be realized primarily within the six quarters following the close of the acquisition. We expect cost savings and efficiencies to come from actions we will take principally with respect to labor cost reductions and operational infrastructure savings. We expect to incur additional severance related restructuring charges of approximately $0.7 million over the next two quarters. We may initiate additional restructuring activities in the future.

The amount of imagery capacity available from our satellite constellation is a factor in determining cash flow forecasts and potential future revenue. We intend to launch and place into service our GeoEye-2 satellite when additional capacity is needed for forecasted growth in demand or to replace capacity lost as satellites currently in-orbit are decommissioned. We are currently completing enhancements to the satellite and anticipate that those will be completed in the second half of 2014. Capitalization of all costs associated with this satellite will cease during the period in which the satellite is in storage and during which no additional enhancements are made. Storage costs and all other incremental costs that result from placing the satellite into storage will be expensed as incurred. Costs associated with enhancements to satellite capability will be capitalized.

When we place the GeoEye-2 satellite into service, all costs associated with removing the satellite from storage and other incremental costs that result from the storage process will be expensed as incurred. However, costs incurred to launch the satellite and perform in-orbit testing prior to the satellite reaching its FOC will be capitalized as these costs are necessary to place the satellite into service. After the satellite has been successfully placed into service, it will be removed from construction-in-process and recorded as a fixed asset. While satellite technology is highly sophisticated, satellite imaging technology has not changed significantly over time. As a result, we do not anticipate that the imaging technology and capabilities of the GeoEye-2 satellite will experience any significant obsolescence during the satellite storage period and, therefore, we do not anticipate commencing depreciation of the satellite until it is placed into service.

Table of Contents

Our satellites under construction are expected to have useful lives similar to or longer than those of our most recently launched satellites. We include the GeoEye-2 satellite in our assessment of impairment of our satellite constellation long-lived assets group. All of our assets, including our satellites and ground terminals, comprise a single asset group as separately identifiable cash flows attributable to any given satellite cannot be derived. Accordingly, our impairment testing is performed at the DigitalGlobe entity level. Our impairment analysis includes anticipated future cash flows from our satellite constellation as well as costs necessary to complete the construction of our satellites. We test this long-lived asset group for impairment whenever events or changes in circumstances indicate that the asset group’s carrying amount may not be recoverable.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

Refer to the accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2012, where we discuss our more significant judgments and estimates used in the preparation of the Unaudited Condensed Consolidated Financial Statements. We have made no significant changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2012.

New Accounting Pronouncements

See Note 2 “Summary of Significant Accounting Policies” of our Unaudited Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements and our expectation of their impact on our Unaudited Condensed Consolidated Financial Statements.

Backlog

The following table represents our backlog as of September 30, 2013:

	Backlog to be recognized
(in millions)	Next 12 Months		Life of Contracts
U.S. Government:
EnhancedView SLA	$	236.3	$	2,221.5
Amortization of pre-FOC payments related to NextView	25.5		118.1
Other revenue and value added services	96.8		171.6
Total U.S. Government	358.6		2,511.2

Diversified Commercial:
DAP	62.3		133.9
Other Diversified Commercial(1)	94.9		157.5
Total Diversified Commercial	157.2		291.4

Total Backlog	$	515.8	$	2,802.6

(1) Other consists of firm orders, minimum commitments under signed customer contracts, remaining amounts under pre-paid subscriptions, firm fixed price reimbursement and funded and unfunded task orders from Diversified Commercial customers.

“Next 12 months” backlog refers to the period between October 1, 2013 and September 30, 2014.

Backlog consists of all contractual commitments, including those under the anticipated ten-year term of the EnhancedView contract (the “EnhancedView Contract”) with the National Geospatial-Intelligence Agency (“NGA”), amounts committed under Direct Access Program (“DAP”) agreements, firm orders, remaining pre-paid subscriptions and task orders from our government customers. Our backlog also includes amounts of obligated funding on indefinite delivery/indefinite quantity (“IDIQ”) contracts on which we participate for products and services that we believe we are qualified to provide.

The EnhancedView Contract is structured as a ten-year term, inclusive of nine annual renewal options that may be exercised by the NGA. The EnhancedView Contract contains multiple deliverables, including a service level agreement portion (“EnhancedView SLA”) described below, infrastructure enhancements and other services. Although NGA may terminate the contract at any time and is not obligated to exercise any of the remaining six option years, we include the full remaining term in backlog, because we believe it is

Table of Contents

NGA’s intention to exercise the remaining options, subject only to annual appropriation of funding and the federal budget process, which funding contains an inherent level of uncertainty in the current budget environment.

The amortization of pre-FOC payments related to our NextView agreement with NGA will be recognized over the 10.5 years from FOC of WorldView-1. We recognize it ratably over the estimated customer relationship period for which the estimated WorldView-1 satellite useful life is the proxy. The recognition of this revenue has no effect on our ability to generate additional revenue from the usage of the satellite and we do not consider it a reduction in our capacity to generate additional sales. Additionally, if the life of WorldView-1 were to be modified, the amortization of deferred revenue would be modified and either reduced in the event that the life of WorldView-1 is extended, or increased in the event the life of WorldView-1 is reduced.

Although backlog reflects business that is considered to be firm, terminations, amendments or cancellations may occur, which could result in a reduction in our total backlog. In addition, failure to receive task orders under IDIQ contracts could also result in a reduction in our total backlog. Any such terminations, amendments or cancellations of contractual commitments, or failure to receive task orders under IDIQ contracts may also negatively impact the timing of our realization of backlog.

Significant Customer

EnhancedView Service Level Agreement

Our largest customer is the U.S. Government, which includes our EnhancedView SLA with the NGA. The EnhancedView SLA totals $2.8 billion over the term of the contract, payable as $250.0 million per year ($20.8 million monthly) for the first four contract years commencing September 1, 2010, and $300.0 million per year ($25.0 million monthly) for the remaining six years of the contract beginning September 1, 2014. We are required to meet certain service level requirements related to the operational performance of the WorldView constellation and related ground systems. The NGA has exercised the first three options under the EnhancedView SLA, collectively extending the SLA through August 31, 2014.

We recognize net revenue for the EnhancedView SLA using a proportional performance method. Under this method, net revenue is recognized based on the estimated amount of imaging capacity made available to NGA in any given period compared to the total estimated imaging capacity to be provided over the life of the contract. As increasing levels of imaging capacity are made available to NGA, we recognize SLA revenue in direct proportion to the increased level of imaging capacity made available. The contract requires us to increase the imaging capacity made available to NGA through the addition of our WorldView-3 satellite (scheduled to launch in the summer of 2014) as well as the installation of seven additional remote ground terminals. At the end of July 2012, we had installed all remote ground terminals required by the EnhancedView SLA. Given the significant amount of imaging capacity that will be made available to NGA after WorldView-3 becomes operational, we anticipate a material increase in net revenue after WorldView-3 reaches FOC. Accordingly, when WorldView-3 reaches FOC, we will begin to earn and recognize previously deferred revenue.

During the first and second quarters of 2012, DigitalGlobe and NGA agreed to modifications of the EnhancedView Contract that included increasing the amount of imaging capacity made available to NGA and adjustments to the performance penalty (formerly “holdback”). The modifications did not result in a material change to the SLA accounting and we continue to use the proportional performance method of net revenue recognition.

Revenue recognized under the EnhancedView SLA was $170.5 million for the nine-month period ending September 30, 2013 and deferred revenue related to the EnhancedView SLA was $190.5 million at September 30, 2013. Deferred revenue represents cash received in advance of revenue recognition. Accordingly, our period-end deferred revenue balance varies based on the timing of revenue recognition and the timing of payments within each period presented. Each monthly SLA payment is subject to a performance penalty ranging from 3% to 10% through February 28, 2013 and 6% thereafter, depending upon our performance against pre-defined SLA performance criteria. If NGA determines that not all of the SLA performance criteria were met in a given month, a performance penalty is assessed for that month. We retain the full monthly cash payment; however, the penalty amount will be applied to mutually agreeable future products and services or to a pro-rated extension beyond the current contract period. Accordingly, all penalty amounts will cause us to defer recognition of a corresponding net revenue amount until the performance penalty funds are consumed as described above. During the three and nine months ended September 30, 2013, there were no holdbacks for penalties. For the nine months ended September 30, 2012, we incurred a penalty of $0.2 million.

Table of Contents

Results of Operations

The following tables summarize our results of operations for the three months ended September 30, 2013 compared to the three months ended September 30, 2012:

	Three months ended September 30,						Change
(dollars in millions)	2013			2012			$			Percent
Results of operations:
U.S. Government net revenue	$	100.8		$	66.0		$	34.8		52.7	%
Diversified Commercial net revenue	64.0			41.2			22.8			55.3
Net revenue	164.8			107.2			57.6			53.7
Cost of revenue excluding depreciation and amortization	46.7			21.5			25.2			117.2
Selling, general and administrative	60.6			40.1			20.5			51.1
Depreciation and amortization	59.4			28.9			30.5			105.5
Restructuring charges	3.1			—			3.1			*
(Loss) income from operations	(5.0		)	16.7			(21.7		)	*
Other income (expense), net	0.1			(0.7		)	0.8			*
Interest expense, net	(0.7		)	(1.9		)	1.2			63.2
(Loss) income before income taxes	(5.6		)	14.1			(19.7		)	*
Income tax benefit (expense)	3.8			(5.6		)	9.4			*
Net (loss) income	$	(1.8	)	$	8.5		$	(10.3	)	*

* Not meaningful

The following tables summarize our results of operations for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012:

	Nine months ended September 30,						Change
(dollars in millions)	2013			2012			$			Percent
Results of operations:
U.S. Government net revenue	$	261.0		$	184.2		$	76.8		41.7	%
Diversified Commercial net revenue	182.0			111.8			70.2			62.8
Net revenue	443.0			296.0			147.0			49.7
Cost of revenue excluding depreciation and amortization	134.9			59.5			75.4			126.7
Selling, general and administrative	204.9			103.4			101.5			98.2
Depreciation and amortization	165.7			86.5			79.2			91.6
Restructuring charges	37.0			—			37.0			*
(Loss) income from operations	(99.5		)	46.6			(146.1		)	*
Loss from early extinguishment of debt	(17.8		)	—			(17.8		)	*
Other income (expense), net	0.5			(1.1		)	1.6			*
Interest expense, net	(3.5		)	(7.7		)	4.2			54.5
(Loss) income before income taxes	(120.3		)	37.8			(158.1		)	*
Income tax benefit (expense)	36.9			(15.9		)	52.8			*
Net (loss) income	$	(83.4	)	$	21.9		$	(105.3	)	*

* Not meaningful

Net Revenue

The following table summarizes net revenue as a percentage of totals for U.S. Government and Diversified Commercial customers:

	For the three months ended September 30,				For the nine months ended September 30,
	2013		2012		2013		2012
Net Revenue as a Percent of Total:
U.S. Government	61.2	%	61.6	%	58.9	%	62.2	%
Diversified Commercial	38.8		38.4		41.1		37.8
Total net revenue	100.0	%	100.0	%	100.0	%	100.0	%

Table of Contents

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

	For the three months ended September 30,				For the nine months ended September 30,
(dollars in millions)	2013		2012		2013		2012
Net Revenue:
U.S.	$	116.7	$	76.4	$	307.0	$	209.0
International	48.1		30.8		136.0		87.0
Total net revenue	$	164.8	$	107.2	$	443.0	$	296.0

The following table summarizes our percentage of direct and reseller and partner sales on a consolidated basis:

	For the three months ended September 30,				For the nine months ended September 30,
	2013		2012		2013		2012
Reseller and Direct Sales:
Direct	89.1	%	86.5	%	87.7	%	86.7	%
Resellers	10.9		13.5		12.3		13.3
	100.0	%	100.0	%	100.0	%	100.0	%

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

In connection with the GeoEye acquisition, we re-evaluated the information used to manage our business and have concluded that we now operate in a single segment, in which we provide imagery, imagery information products and services to customers around the world. The vast majority of our revenue is derived from imagery and imagery information products and services. In order to serve our customers, we use a common infrastructure and technology to collect, process and distribute those imagery products and services to all customers.

We have organized our sales leadership and go-to market efforts around two customer groups (i) U.S. Government and (ii) Diversified Commercial. Revenue recognized for services provided to U.S. Government customers consist primarily of the EnhancedView SLA, amortization of pre-FOC payments related to the NextView agreement and other value added services. Diversified Commercial revenue consists of DAP revenue, international defense and intelligence revenue and commercial revenue, including civil governments, providers of location-based services and other industry vertical markets.

Our imagery products and services are comprised of imagery that we process to varying levels according to our customer’s specifications. We deliver our products and services using the distribution method suited to our customers’ needs. Customers can purchase satellite or aerial images that are archived in our ImageLibrary. Customers can also order imagery content by placing custom orders, which requires tasking of our satellites, for a specific area of interest or as a bundle of imagery and data for a region or type of location, such as cities, ports, harbors or airports.

U.S. Government

	For the three months ended September 30,						For the nine months ended September 30,
(in millions)	2013			2012			2013			2012
U.S. Government Net Revenue:
EnhancedView SLA	$	56.9		$	51.4		$	170.5		$	144.5
Other revenue and value added services	37.6			8.3			71.4			20.6
Amortization of pre-FOC payments related to NextView	6.3			6.3			19.1			19.1
Total U.S. Government net revenue	$	100.8		$	66.0		$	261.0		$	184.2

Reseller and Direct Sales:
Direct	99.9		%	99.8		%	99.5		%	99.7		%
Resellers	0.1			0.2			0.5			0.3
	100.0		%	100.0		%	100.0		%	100.0		%

U.S. Government primarily consists of customers who are defense and intelligence agencies of the U.S. Government. The U.S. Government, through NGA, purchases our imagery products and services on behalf of various entities within the U.S. Government, including the military and other government agencies. EnhancedView SLA revenue comprised 34.5% and 47.9% of our net revenue for the three months ended September 30, 2013 and 2012, respectively, and 38.5% and 48.8% of our net revenue for the nine months ended September 30, 2013 and 2012, respectively. We also sell to other U.S. defense and

Table of Contents

intelligence customers including defense and intelligence contractors who provide an additional outlet for our imagery by providing value-added services with our imagery to deliver a final end product to a customer. Other revenue and value added services comprised 22.8% and 7.7% of our net revenue for the three months ended September 30, 2013 and 2012, respectively, and 16.1% and 7.0% of our net revenue for the nine months ended September 30, 2013 and 2012, respectively.

Our U.S. Government customers focus on image quality, including resolution, frequency of area revisit and coverage, as well as ensuring availability of a certain amount of our capacity as they integrate our products and services into their operational planning. Our customers typically operate under contracts with purchase commitments, through which we receive monthly or quarterly payments in exchange for delivering specific orders to the customer. Our net revenue from customers in the U.S. Government has historically been largely from service level agreements and tasking orders, with a smaller portion from sales of imagery from our ImageLibrary. We sell to the U.S. Government primarily through direct sales, with sales arising from sub-contract relationships to a lesser extent, and expect this trend to continue.

Diversified Commercial Net Revenue

	For the three months ended September 30,				For the nine months ended September 30,
(dollars in millions)	2013		2012		2013		2012
Diversified Commercial Net Revenue:
DAP	$	25.6	$	14.4	$	72.3	$	40.7
Other diversified commercial	38.4		26.8		109.7		71.1
Total Diversified Commercial net revenue	$	64.0	$	41.2	$	182.0	$	111.8

	For the three months ended September 30,				For the nine months ended September 30,
	2013		2012		2013		2012
Reseller and Direct Sales:
Direct	72.0	%	65.3	%	70.7	%	65.3	%
Resellers	28.0		34.7		29.3		34.7
	100.0	%	100.0	%	100.0	%	100.0	%

Our Diversified Commercial customers are located throughout the world. They purchase our products and services on an as-needed basis, or through contracts that span one or more years, depending on the solution that best suits their application. We sell to these customers through a combination of direct sales and through resellers.

We earn revenue from sales of the DAP facility hardware and software, as well as service fees to access our satellite constellation. The revenue to access our satellite constellation is recognized over time based on minutes of actual usage. The revenue and costs associated with the sales of a DAP facility are deferred until we commission into operation the ground terminal and can provide contractually specified access to our operational satellites. The revenue and costs are then recognized ratably over the customer relationship period, which is based on the estimated useful life of the satellite being accessed, except when deferred contract costs are in excess of deferred revenue, in which case the excess costs are recognized over the initial contract period. If more than one satellite is used, the satellite with the longest remaining useful life is used as the basis for the amortization of revenue. We have DAP agreements in 10 countries. From our DAP customers, we generated $25.6 million and $14.4 million of net revenue for the three months ended September 30, 2013 and 2012, respectively, and $72.3 million and $40.7 million of net revenue for the nine months ended September 30, 2013 and 2012, respectively.

Other Diversified Commercial revenue also includes revenue from international civil governments, providers of location based services (“LBS”), other industry verticals and from international defense and intelligence customers. Our customers are primarily government agencies, energy, telecommunications, utility and agricultural companies who, like our U.S. Government customers, use our content for mapping, monitoring, analysis and planning activities. Providers of LBS include internet portals, connected devices, and digital mapmakers, who use our imagery products and services to create or expand their products and services. Customers in our industry verticals include financial services, oil and gas, telecommunications, utilities, environmental services and other industry verticals that use our imagery in a wide range of applications. International defense and intelligence consists of customers who are principally defense and intelligence agencies of foreign governments.

For the Three Months ended September 30, 2013 Compared to the Three Months ended September 30, 2012

Net revenue increased $57.6 million, or 53.7 %, to $164.8 million for the three months ended September 30, 2013 from $107.2 million for the three months ended September 30, 2012.

Table of Contents

There was an increase of $34.8 million, or 52.7%, in U.S. Government net revenue to $100.8 million during the three months ended September 30, 2013 from $66.0 million for the three months ended September 30, 2012. This increase was primarily the result of $5.5 million of additional net revenue recognized under the EnhancedView SLA due to increased imaging capacity made available to NGA and a $29.3 million increase in other revenue and value added services primarily attributable to expanded services being delivered, including daily global imagery collections on a web based platform, and additional revenue from the GeoEye acquisition.

The increase of $22.8 million, or 55.3%, in Diversified Commercial net revenue to $64.0 million for the three months ended September 30, 2013 from $41.2 million for the three months ended September 30, 2012 was due to GeoEye net revenue totaling approximately $21.7 million during the third quarter of 2013 compared to no GeoEye net revenue in 2012. During the three-months ended September 30, 2013 compared to the three months ended September 30, 2012, LBS revenue increased $5.5 million; international civil government revenue increased $3.8 million; international defense and intelligence revenue increased $1.4 million; other industry verticals revenue increased $0.9 million; and DAP revenue increased $11.2 million, inclusive of revenue attributable to GeoEye.

For the Nine Months ended September 30, 2013 Compared to the Nine Months ended September 30, 2012

Net revenue increased $147.0 million, or 49.7%, to $443.0 million for the nine months ended September 30, 2013 from $296.0 million for the nine months ended September 30, 2012.

There was an increase of $76.8 million, or 41.7%, in U.S. Government net revenue to $261.0 million during the nine months ended September 30, 2013 from $184.2 million for the nine months ended September 30, 2012. This increase was the result of $26.0 million of additional net revenue recognized under the EnhancedView SLA due to increased imaging capacity made available to NGA and a $50.8 million increase in other revenue and value added services primarily attributable to expanded services being delivered, including daily global imagery collections on a web based platform, and the GeoEye acquisition.

The increase of $70.2 million, or 62.8%, in Diversified Commercial net revenue to $182.0 million for the nine months ended September 30, 2013 from $111.8 million for the nine months ended September 30, 2012 was primarily due to having generated eight months of net revenue from GeoEye since the date of the acquisition, totaling approximately $61.5 million in 2013 compared to no GeoEye net revenue in 2012. During the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012, other industry verticals revenue increased $13.3 million; international civil government revenue increased $13.2 million; LBS revenue increased $12.2 million; and DAP revenue increased $31.6 million.

Expenses

	For the three months ended September 30,				For the nine months ended September 30,
	2013		2012		2013		2012
Expenses as a percentage of net revenue:
Total net revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue excluding depreciation and amortization	28.3		20.0		30.5		20.1
Selling, general and administrative	36.8		37.4		46.3		35.0
Depreciation and amortization	36.0		27.0		37.4		29.2
Restructuring charges	1.9		—		8.3		—
(Loss) income from operations	(3.0	)	15.6		(22.5	)	15.7
Loss on early extinguishment of debt	—		—		(4.0	)	—
Other income (expense), net	—		(0.6	)	0.1		(0.3	)
Interest expense, net	(0.4	)	(1.8	)	(0.8	)	(2.6	)
(Loss) income before income taxes	(3.4	)	13.2		(27.2	)	12.8
Income tax benefit (expense)	2.3		(5.3	)	8.4		(5.4	)
Net (loss) income	(1.1	)%	7.9	%	(18.8	)%	7.4	%

Our net revenue is primarily generated by the sale of products and services comprised of imagery from our satellites. Most of the costs of a satellite are related to the pre-operation capital expenditures required to build and launch a satellite. There is not a significant direct relationship between our cost of revenue and changes in our net revenue. Our cost of revenue consists primarily of the cost of personnel, as well as the cost of operations directly associated with operating our satellites, retrieving information from the satellites and processing the data retrieved. Costs of acquiring aerial imagery from third parties are capitalized and amortized on an accelerated basis as a cost of revenue.

Table of Contents

Cost of Revenue

The following table summarizes our cost of revenue:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2013		2012		2013		2012
Ground station operations	$	12.6	$	7.5	$	40.5	$	18.1
Labor related costs	17.1		8.1		50.1		22.6
Aerial imagery	1.9		2.1		5.9		6.2
DAP facility costs	3.8		2.0		10.8		5.4
Production and analysis of imagery	5.2		0.7		14.2		3.4
Other	6.1		1.1		13.4		3.8
Total costs of revenue	$	46.7	$	21.5	$	134.9	$	59.5

For the Three Months ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

Cost of revenue increased $25.2 million, or 117.2%, to $46.7 million during the three months ended September 30, 2013 from $21.5 million for the three months ended September 30, 2012. This increase was due to additional expense primarily resulting from the acquisition of GeoEye consisting of higher labor related costs of $9.0 million and costs associated with operating additional ground terminals of $5.1 million. The increase in costs associated with the production and analysis of imagery of $4.5 million includes third party contracting costs, facilities and overhead costs associated with providing customers with analytics services obtained from the acquisition of GeoEye as compared with the 2012 costs, which were primarily third party contracting costs. The increase in other costs is primarily due to higher professional fees of $3.5 million. Inclusive in the aforementioned changes in costs are integration related costs which totaled approximately $0.7 million. Aerial imagery costs consist of amortization of our previously purchased aerial imagery. In the fourth quarter of 2012, we ceased purchasing aerial imagery and, therefore, we expect the amount of future expense derived from aerial imagery to decrease as we have no current plans to purchase additional aerial imagery.

For the Nine Months ended September 30, 2013 Compared to the Nine Months ended September 30, 2012

Cost of revenue increased $75.4 million, or 126.7%, to $134.9 million during the nine months ended September 30, 2013 from $59.5 million for the nine months ended September 30, 2012. This increase was due to additional expense primarily resulting from the acquisition of GeoEye consisting of costs associated with operating additional ground terminals of $22.4 million and higher labor related costs of $27.5 million. The increase in costs associated with the production and analysis of imagery of $10.8 million includes third party contracting costs, facilities and overhead costs used to provide customers with analytics services obtained from the acquisition of GeoEye as compared with the 2012 costs, which were primarily third party contracting costs. The increase in other costs is primarily due to higher professional fees of $7.5 million. Inclusive in the aforementioned changes in costs are integration related costs which totaled approximately $1.8 million. Aerial imagery costs consist of amortization of our previously purchased aerial imagery. In the fourth quarter of 2012, we ceased purchasing aerial imagery and, therefore, we expect the amount of future expense derived from aerial imagery to decrease as we have no current plans to purchase additional aerial imagery.

Selling, General and Administrative

The following table summarizes our selling, general and administrative expenses:

	For the three months ended September 30,				For the nine months ended September 30,
(in millions)	2013		2012		2013		2012
Acquisition costs	$	—	$	—	$	20.6	$	—
Labor related costs	29.6		20.9		94.1		58.0
Professional fees	16.6		11.7		50.5		21.6
Software and equipment maintenance costs	3.6		2.1		9.8		6.0
Rent and facilities	3.5		1.9		10.9		5.7
Satellite insurance	3.4		2.5		9.5		7.6
Marketing expenses	1.1		0.7		3.2		1.8
Other	2.8		0.3		6.3		2.7
Total selling, general and administrative	$	60.6	$	40.1	$	204.9	$	103.4

Table of Contents

For the Three Months ended September 30, 2013 Compared to the Three Months ended September 30, 2012

Selling, general and administrative expenses increased $20.5 million, or 51.1%, to $60.6 million during the three months ended September 30, 2013 from $40.1 million for the three months ended September 30, 2012. This increase was primarily attributable to additional expense from GeoEye since the date of the acquisition. Labor costs increased $8.7 million, facility costs increased $1.6 million and software and equipment maintenance costs increased $1.5 million all of which were primarily due to the acquisition of GeoEye. Professional fees increased $4.9 million to support the growth of the business and the integration of GeoEye. Inclusive in the aforementioned changes in costs are integration related costs which totaled approximately $7.3 million.

For the Nine Months ended September 30, 2013 Compared to the Nine Months ended September 30, 2012

Selling, general and administrative expenses increased $101.5 million, or 98.2%, to $204.9 million during the nine months ended September 30, 2013 from $103.4 million for the nine months ended September 30, 2012. We incurred $20.6 million in acquisition costs related to the completion of the acquisition of GeoEye. Labor costs increased $36.1 million primarily as a result of incurring eight months of GeoEye labor costs. Professional fees increased $28.9 million to support the growth of the business and the integration of GeoEye. Facility costs increased $5.2 million primarily due to GeoEye. Inclusive in the aforementioned changes are integration and acquisition related costs which totaled approximately $41.9 million.

Depreciation and Amortization

Depreciation and amortization consists primarily of depreciation of our satellites and other operating assets.

For the Three Months ended September 30, 2013 Compared to the Three Months ended September 30, 2012

Depreciation and amortization increased by $30.5 million, or 105.5%, to $59.4 million for the three months ended September 30, 2013 from $28.9 million for the three months ended September 30, 2012. The increase in expense during the three month period ended September 30, 2013 was principally attributable to GeoEye and the related property, equipment and intangible assets acquired. In addition, we recognized depreciation on certain of our construction in process projects were put into service during 2013 resulting in increased depreciation. The most significant of these new assets was the infrastructure we activated in the first quarter of 2013 that integrates our infrastructure more securely to the U.S. Government. The depreciation recognized during the three months ended September 30, 2013 associated with those assets was $6.2 million.

For the Nine Months ended September 30, 2013 Compared to the Nine Months ended September 30, 2012

Depreciation and amortization increased by $79.2 million, or 91.6%, to $165.7 million for the nine months ended September 30, 2013 from $86.5 million for the nine months ended September 30, 2012. The increase in expense during the nine month period ended September 30, 2013 was principally attributable to our acquisition of GeoEye and the related property, equipment and intangible assets acquired. In addition, certain of our construction in process projects were put into service during the nine months ended September 30, 2013 resulting in increased depreciation. Most significant of these new assets was the infrastructure we activated in the period that integrates our infrastructure more securely to the U.S. Government. The depreciation in the period associated with those assets was $16.8 million after they were placed into service in January 2013.

Future changes in depreciation and amortization could be affected by commissioning of a new satellite, changes in useful life of an existing satellite or introduction of significant new capital assets. We currently plan to optimize the size of our satellite constellation and, following completion of construction and testing, place GeoEye-2 in storage until such time as incremental capacity or a replacement for an existing satellite is required.

We anticipate that certain of our restructuring plans, which include reducing or eliminating redundant assets and capacity, will result in accelerated depreciation in the next several quarters. After this period of accelerated depreciation is completed depreciation would be reduced. However, after our WorldView-3 satellite is launched this reduction is depreciation will be offset by increased depreciation on our WorldView-3 satellite.

Restructuring Charges

For the Three Months ended September 30, 2013 Compared to the Three Months ended September 30, 2012

We recognized restructuring charges of $3.1 million during the quarter ended September 30, 2013, primarily as a result of our acquisition of GeoEye. The restructuring activities are intended to realign our infrastructure with demand by our customers so as to optimize our operational efficiency. We believe that the restructuring enhances our ability to provide cost-effective customer service offerings, which we anticipate will enable us to retain and expand our existing relationships with customers and attract new business.

Table of Contents

These restructuring activities primarily consist of reducing redundant workforce, consolidating office and production facilities, consolidating certain ground terminals and systems and other exit costs.

For the Nine Months ended September 30, 2013 Compared to the Nine Months ended September 30, 2012

We recognized restructuring charges of $37.0 million during the nine months ended September 30, 2013, primarily as a result of our acquisition of GeoEye. The restructuring activities are intended to realign our infrastructure with demand by our customers so as to optimize our operational efficiency. We believe that the restructuring enhances our ability to provide cost-effective customer service offerings, which we anticipate will enable us to retain and expand our existing relationships with customers and attract new business. These restructuring activities primarily consist of reducing redundant workforce, consolidating office and production facilities, consolidating certain ground terminals and systems and other exit costs.

Interest Expense

For the Three Months ended September 30, 2013 Compared to the Three Months ended September 30, 2012

Interest expense, net of capitalized interest and interest income, decreased by $1.2 million, or 63.2%, to $0.7 million for the three months ended September 30, 2013 from $1.9 million during the three months ended September 30, 2012. This decrease is attributable to approximately 95.4% of our interest being capitalized to capital projects during the three months ended September 30, 2013 as compared to 76.2% during the three months ended September 30, 2012.

For the Nine Months ended September 30, 2013 Compared to the Nine Months ended September 30, 2012

Interest expense, net of capitalized interest and interest income, decreased by $4.2 million, or 54.5%, to $3.5 million for the nine months ended September 30, 2013 from $7.7 million during the nine months ended September 30, 2012. This decrease is attributable to approximately 91.3% of our interest being capitalized to capital projects during the nine months ended September 30, 2013 as compared to 68.7 % during the nine months ended September 30, 2012.

Based on our capitalization policies, we expect interest expense to decrease due to capitalization of these costs related to the construction of our WorldView-3 and GeoEye-2 satellites and other infrastructure. Once GeoEye-2 satellite is placed in storage, which is currently expected to be the second half of 2014, we expect to stop capitalizing interest on this satellite, resulting in a higher percentage of interest that is expensed. The amount of interest capitalized related to WorldView-3 will increase as it nears completion and launch. We anticipate expensing substantially all of our interest costs after the anticipated commissioning of WorldView-3 in the summer of 2014.

Income Tax (Benefit) Expense

For the Three Months ended September 30, 2013 Compared to the Three Months ended September 30, 2012

Income tax benefit increased by $9.4 million for the three months ended September 30, 2013, to a benefit of $3.8 million from a tax expense of $5.6 million for the three months ended September 30, 2012. The increase in tax benefit is due to having taxable losses during the three months ended September 30, 2013 compared to the taxable income during the three months ended September 30, 2012. For the second quarter ended September 30, 2013, we had an effective overall tax rate of 67.9%. The effective tax rate differed from the statutory federal rate of 35.0% primarily due to state taxes and the effects of non-deductible stock based compensation and discrete items related to the vesting of equity based compensation, 2012 research and development tax credits resulting by tax law changes enacted in January 2013 and significant non-deductible costs related to our acquisition of GeoEye.

For the Nine Months ended September 30, 2013 Compared to the Nine Months ended September 30, 2012

Income tax benefit increased by $52.8 million for the nine months ended September 30, 2013, to a benefit of $36.9 million from a tax expense of $15.9 million for the nine months ended September 30, 2012. The increase in tax benefit is due to having taxable losses during the nine months ended September 30, 2013 compared to the taxable income during the nine months ended September 30, 2012. For the nine months ended September 30, 2013, we had an effective overall tax rate of 30.7%. The effective tax rate differed from the statutory federal rate of 35.0% primarily due to state taxes and the effects of non-deductible stock based compensation and discrete items related to the vesting of equity based compensation, 2012 research and development tax credits resulting by tax law changes enacted in January 2013 and significant non-deductible costs related to our acquisition of GeoEye.

Table of Contents

Balance Sheet Measures

Total assets increased $1.6 billion, or 100.0%, to $3.2 billion at September 30, 2013 from $1.6 billion at December 31, 2012. Total assets increased primarily as a result of acquiring the assets of GeoEye totaling $1.1 billion and goodwill totaling $0.4 billion. In addition, net property and equipment increased $1.0 billion from December 31, 2012 to September 30, 2013 primarily resulting from the costs to build our WorldView-3 and GeoEye 2 satellites and other infrastructure projects offset by depreciation. Other assets increased $28.9 million primarily due to additional deferred financing costs resulting from the refinancing of our long-term debt.

Total liabilities increased $0.8 billion, or 80.0%, to $1.9 billion at September 30, 2013 from $1.0 billion at December 31, 2012. This increase was primarily due to an increase in long-term debt of $0.7 billion as well as increases in our other liabilities resulting from growth in our business and as a result of our acquisition of GeoEye.

Liquidity and Capital Resources

We believe that the combination of funds currently available to us and funds expected to be generated from operations will be adequate to finance our operations and development activities for the next twelve months. We cannot assure you that the U.S. Government will continue to purchase earth imagery or other services from us at similar levels or on similar terms. All of our contracts with the U.S. Government agencies are subject to risks of termination or reduction in scope due to changes in U.S. Government policies and priorities, or reduced Congressional funding level commitments. Pursuant to the contract terms, U.S. Government agencies can terminate, modify or suspend our contracts at any time with or without cause. The U.S. Government accounted for approximately 61.2% and 58.9% of our consolidated revenue for the three and nine months ended September 30, 2013, respectively. If the U.S. Government were not to renew or extend our contract at similar levels or on similar terms, we believe we would be able to maintain operations at a reduced level with existing cash and cash equivalents for the next twelve months.

In summary, our cash flows were:

	Nine months ended September 30,
(in millions)	2013			2012
Net cash provided by operating activities	$	75.9		$	190.1
Net cash used in investing activities	(730.9		)	(154.0		)
Net cash provided by (used in) financing activities	664.8			(0.8		)

Cash provided by operating activities was $75.9 million in the nine months ended September 30, 2013 as compared to $190.1 million of cash provided by operating activities in the nine months ended September 30, 2012. The $114.2 million decrease in cash provided by operating activities is primarily due to the net loss incurred in 2013, payment of our 2011 Senior Secured debt discount and net decreases in accrued liabilities and deferred contract costs. The net loss was due primarily to restructuring and combination related costs totaling $80.7 million in 2013. Deferred revenue consists of cash receipts received in advance of revenue recognition and was approximately $35.3 million during the nine month period ended September 30, 2013. The deferred revenue will be recognized as revenue as the revenue recognition criteria are met.

As a result of our acquisition of GeoEye, we expect to generate increased revenue growth and operating profit. We anticipate realizing operating savings within the six quarters following the January 31, 2013 closing of the acquisition. We expect these cost savings and efficiencies to come from actions we will take principally with respect to labor cost reductions and infrastructure savings.

Cash used in investing activities was $730.9 million in the nine months ended September 30, 2013 as compared to $154.0 million in the nine months ended September 30, 2012. The $576.9 million increase in cash used in investing activities was primarily due to cash expenditures for the acquisition of GeoEye, including $596.7 million paid for the discharge and redemption of debt assumed in the acquisition partially offset by net cash received $76.2 from GeoEye, and higher capital expenditures related to the construction of the WorldView-3 and GeoEye-2 satellites and related infrastructure. We anticipate making additional capital expenditures on GeoEye-2 to enhance its capabilities and place it in storage in the second half of 2014. We will continue to make capital expenditures on WorldView-3 until its completion and launch, which we currently anticipate to be in the summer of 2014. In addition, we expect to incur capital expenditures associated with infrastructure improvements as we integrate GeoEye’s operations with our own.

Cash provided by financing activities was $664.8 million in the nine months ended September 30, 2013 as compared to $0.8 million of cash used in financing activities in the nine months ended September 30, 2012. The $665.6 million increase in cash provided by financing activities was primarily due to $632.6 million in net proceeds from refinancing our debt in connection with the acquisition of GeoEye, less principal payments of $2.7 million related to the refinanced debt. In addition, we received $36.9 million in cash proceeds from the exercise of stock options.

Table of Contents

2013 Credit Facility

In connection with the acquisition of GeoEye on January 31, 2013, we entered into the 2013 Credit Facility, which includes a seven-year $550.0 million Senior Secured Term Loan Facility and a five-year $150.0 million Senior Secured Revolving Credit Facility. As of September 30, 2013, we have not drawn any amounts under the Senior Secured Revolving Credit Facility. The 2013 Credit Facility requires quarterly principal payments of $1.375 million starting June 30, 2013 with the remaining balance due February 1, 2020. Borrowings under the 2013 Credit Facility bear interest at an adjusted LIBOR rate, plus a 2.75% margin subject to a 1.0% LIBOR floor. The LIBOR margin becomes 2.5% when our ratio of total debt to Adjusted EBITDA is 2.5 or lower. The Senior Secured Term Loan Facility currently bears interest based upon the LIBOR-based rate. The Company will also pay a commitment fee of between 37.5 to 50.0 basis points, payable quarterly, on the average daily unused amount of the revolving credit facility based on our leverage ratio.

Our obligations under the 2013 Credit Facility are guaranteed by certain of our existing and future direct and indirect wholly-owned domestic subsidiaries. Our obligations and the obligations of our guarantor subsidiaries under the 2013 Credit Facility are collateralized by substantially all of our assets and the assets of the guarantor subsidiaries.

The 2013 Credit Agreement contains affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with its affiliates. The 2013 Credit Agreement also requires that the Company comply with a maximum leverage ratio and minimum interest coverage ratio. As of September 30, 2013, we were in compliance with our debt covenants.

Senior Notes

In connection with the acquisition of GeoEye, we issued $600.0 million of Senior Notes (the “Senior Notes”) which bear interest at 5.25% per year. Interest on the Senior Notes is payable on February 1 and August 1 of each year, beginning on August 1, 2013. The Senior Notes were issued at par and mature on February 1, 2021. We may redeem some or all of the Senior Notes at any time and from time to time on or after February 1, 2017, at the redemption prices set forth in the offering memorandum. The initial redemption price for the Senior Notes is 102.625% of their principal amount plus accrued and unpaid interest to the date of redemption. We may redeem some or all of the Senior Notes at any time prior to February 1, 2017, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium, together with accrued and unpaid interest to the date of redemption. In addition, on or prior to February 1, 2016, we may redeem up to 35% of the principal amount of the Senior Notes using the net cash proceeds from sales of certain types of capital stock at a redemption price equal to 105.250% of the principal amount of the Senior Notes, plus accrued and unpaid interest to the date of redemption, subject to certain other provisions as set forth in the offering memorandum. If a change of control occurs, we must give holders of the Senior Notes an opportunity to sell us their Senior Notes at a purchase price of 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest to the date of purchase.

The Senior Notes are senior unsecured obligations, ranking equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness and senior to our existing and future subordinated indebtedness. The Senior Notes are unconditionally guaranteed, jointly and severally, by all of our existing and certain of our future domestic subsidiaries, including GeoEye and its domestic subsidiaries, which also guarantee our 2013 Credit Facility. Each guarantor’s guarantee ranks pari passu in right of payment with all future senior indebtedness of the guarantor.

The Senior Notes have not been registered under the Securities Act of 1933, as amended. We have agreed to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement, pursuant to a registration rights agreement if the Senior Notes are not freely transferable on February 1, 2014 under Rule 144 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by persons that are not “affiliates” (as defined under Rule 144) of the Company. The Company does not currently expect to be required to file an exchange offer or shelf registration statement with respect to the Senior Notes. If, however, circumstances change and the Company is required to do so but does not comply with the registration obligations, the Company will pay additional interest on the Senior Notes.

The net proceeds of the 2013 Credit Facility and Senior Notes were used, along with cash on hand, to refinance the $500 million seven-year Senior Secured Term Loan Facility and $100.0 million five-year Senior Secured Revolving Credit Facility entered into on October 12, 2011 (collectively, the “2011 Credit Facility”), to fund the discharge and redemption of GeoEye’s $400.0 million 9.625% Senior Secured Notes due 2015 and $125.0 million 8.625% Senior Secured Notes due 2016 assumed in connection with the acquisition, to pay the cash consideration under the merger agreement and to pay fees and expenses related to the transactions.

Table of Contents

Contractual Obligations

Information regarding long-term debt payments, operating lease payments and contractual obligations is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2012. As previously discussed, on January 31, 2013 we entered into a $550.0 million Senior Secured Term Loan Facility and issued $600.0 million of Senior Notes in connection with the acquisition of GeoEye to refinance our outstanding long-term debt, to fund the discharge and redemption of GeoEye’s $525.0 million Senior Secured Notes, pay cash consideration and pay fees and expenses related to the transactions. As a result, our contractual obligations for long-term debt and related interest increased materially from the amounts disclosed as of December 31, 2012. As of September 30, 2013, these obligations are as follows:

	Payments Due by Period
(in millions)	Total		Less Than 1 Year			1-3 Years		4-5 Years		More Than 5 Years
Long-term debt obligations	$	1,147.3	$	1.4	(2)	$	11.0	$	11.0	$	1,123.9
Interest payments on long-term debt(1)	362.8		13.3		(2)	105.1		104.4		140.0
Total	$	1,510.1	$	14.7		$	116.1	$	115.4	$	1,263.9

(1) Represents contractual interest payment obligations on the $550.0 million principal balance of the Company’s Senior Secured Term Loan facility and the Company’s $600.0 million principal Senior Notes.

(2) Represents long-term debt principal and interest payments for the three month period ended December 31, 2013.

The Senior Secured Term Loan Facility requires quarterly principal payments of $1.375 million starting June 30, 2013 with the remaining balance due February 1, 2020. Interest on adjusted LIBOR based loans is due at the end of each interest period as selected by us, but at least quarterly. Interest on Base Rate loans is due on the last day of each calendar quarter. The interest rate at September 30, 2013 was 3.75%.

The Senior Notes bear interest at 5.25% per year with interest payments payable on February 1 and August 1 of each year. We may redeem some or all of the notes at any time after February 1, 2017 at varying redemption prices. The Senior Notes mature on February 1, 2021.

Off-Balance Sheet Arrangements, Guaranty and Indemnification Obligations

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of September 30, 2013.

Guaranty and Indemnification Obligations

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

Non-GAAP Disclosures

	For the three months ended September 30,					For the nine months ended September 30,
(in millions)	2013			2012		2013			2012
Net income (loss)	$	(1.8	)	$	8.5	$	(83.4	)	$	21.9
Depreciation and amortization	59.4			28.9		165.7			86.5
Interest expense, net	0.7			1.9		3.5			7.7
Income tax expense (benefit)	(3.8		)	5.6		(36.9		)	15.9
EBITDA	54.5			44.9		48.9			132.0
Loss from early extinguishment of debt	—			—		17.8			—
Restructuring charges (1)	3.1			—		37.0			—
Acquisition costs (1)	—			7.5		20.6			9.7
Integration costs (1)	8.0			—		23.1			—
Adjusted EBITDA	$	65.6		$	52.4	$	147.4		$	141.7

(1) Restructuring, acquisition and integration costs consist of charges related to the combination with GeoEye.

Table of Contents

Non-U.S. GAAP Financial Measures

EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP and may not be defined similarly by other companies. EBITDA and Adjusted EBITDA should not be considered alternatives to net income as indications of financial performance or as alternatives to cash flow from operations as measures of liquidity. There are limitations to using non-U.S. GAAP financial measures, including the difficulty associated with comparing companies in different industries that use similar performance measures whose calculations may differ from ours.

EBITDA and Adjusted EBITDA are key measures used in our internal operating reports by management and our Board of Directors to evaluate the performance of our operations and are also used by analysts, investment banks and lenders for the same purpose. In 2013, EBITDA, excluding certain acquisition costs, is a measure being used as a key element of the company-wide bonus incentive plan.

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

EBITDA excludes interest income, interest expense and income taxes because these items are associated with our capitalization and tax structures. EBITDA also excludes depreciation and amortization expense because these non-cash expenses reflect the impact of prior capital expenditure decisions which are not indicative of future capital expenditure requirements.

Adjusted EBITDA further adjusts EBITDA to exclude the loss on the early extinguishment of debt because this is not related to our primary operations. Additionally, it excludes restructuring costs, acquisition costs and integration costs as these are non-core items. Restructuring costs are costs incurred to realize efficiencies from the acquisition with GeoEye, such as reducing excess workforce, consolidating facilities and systems, and relocating ground terminals. Acquisition costs are costs incurred to effect the acquisition, such as advisory, legal, accounting, consulting and other professional fees. Integration costs consist primarily of professional fees incurred to assist us with system and process improvements associated with integrating operations. Loss on early extinguishment of debt is related to entering into the 2013 Credit Facility and Senior Notes, the proceeds of which were used to refinance our 2011 Credit Facility and fund the discharge and redemption of GeoEye’s $525.0 million senior secured notes we assumed in the acquisition.

We use EBITDA and Adjusted EBITDA in conjunction with traditional U.S. GAAP operating performance measures as part of our overall assessment of our performance and we do not place undue reliance on these Non-GAAP measures as our only measures of operating performance. EBITDA and Adjusted EBITDA should not be considered as substitutes for other measures of financial performance reported in accordance with U.S. GAAP.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from changes in interest rates under our 2013 Credit Facility. The 2013 Credit Facility provides for a $550.0 million Senior Secured Term Loan Facility and a $150.0 million Senior Secured Revolving Credit Facility. At the closing of the 2013 Credit Facility, we borrowed the full amount of the Senior Secured Term Loan Facility. As of September 30, 2013, we had not drawn any amounts under the Senior Secured Revolving Credit Facility.

Borrowings under the 2013 Credit Facility bear interest at an adjusted LIBOR rate, plus a 2.75% margin subject to a 1.0% LIBOR floor. The LIBOR margin becomes 2.5% when our ratio of total debt to Adjusted EBITDA (as defined in the 2013 Credit Agreement) is 2.5 or lower. The Senior Secured Term Loan Facility currently bears interest based upon the LIBOR-based rate. The Company will also pay a commitment fee of between 37.5 to 50.0 basis points, payable quarterly, on the average daily unused amount of the revolving credit facility based on our leverage ratio.

Based upon the amounts outstanding under the Senior Secured Term Loan Facility as of September 30, 2013 and assuming that the Senior Secured Term Loan Facility is outstanding for a full calendar year, a 100 basis point increase in interest rates would result in an increase in our annual interest expense under the Senior Secured Term Loan Facility of approximately $5.5 million. We may decide in the future to engage in various hedging transactions in order to hedge the interest rate risk under our Senior Secured Credit Facility but have not done so at this time.

Table of Contents

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

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

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer and our principal financial officer, respectively), we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)) as of September 30, 2013. Based upon that evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2013.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

On September 24, 2012, plaintiffs filed an amended consolidated complaint alleging the GeoEye board of directors breached their fiduciary duties by allegedly, among other things, failing to maximize stockholder value, agreeing to preclusive deal protection measures and failing to disclose certain information necessary to make an informed vote on whether to approve the proposed acquisition. DigitalGlobe is alleged to have aided and abetted these breaches of fiduciary duty. In addition, the amended complaint contains allegations that the GeoEye board of directors and DigitalGlobe violated Section 20(a) and Section 14(a) of the Securities Exchange Act of 1934, and Rule 14a-9 promulgated thereunder, by the filing of a Registration Statement allegedly omitting material facts and setting forth materially misleading information.

On October 9, 2012, following arm’s-length negotiations, the parties to the consolidated action entered into a memorandum of understanding (“MOU”) to settle all claims asserted therein on a class-wide basis. GeoEye and the GeoEye board of directors, DigitalGlobe, 20/20 Acquisition Sub, Inc. and WorldView, LLC entered into the MOU solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. In connection with the MOU, DigitalGlobe agreed to make additional disclosures in Amendment No. 1 to the Registration Statement. The settlement set forth in the MOU includes a release of all claims against defendants alleged in the corrected amended complaint. In January 2013, the parties completed confirmatory discovery. On April 24, 2013, the parties submitted the final settlement to the Court for approval. Notices were sent to the affected class of GeoEye shareholders and on September 6, 2013, the Court approved the settlement of all securities class actions. Payments made in connection with the settlement were not material. The matter is now closed.

Table of Contents

ITEM 1A. RISK FACTORS

Investment in our securities involves risk. In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 26, 2013. There have been no material changes to our Risk Factors since the filing of our Annual Report.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBIT INDEX

Exhibit Number		Description

10.1†#		Modification Nos. 26 to WorldView-3 Instrument Purchase Agreement #60151, by and between DigitalGlobe, Inc. and ITT Space Systems, LLC.
10.2†#		EnhancedView Imagery Acquisition Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency, dated September 1, 2013 and Modification P00001.
10.3†*		Form of Restricted Share Unit Award Agreement.
10.4†*		Form of Performance Share Unit Award Agreement.
10.5		Form of Officer and Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2013, Commission File No. 001-34299)
31.1†		Certification of Chief Executive Officer of DigitalGlobe, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†		Certification of Chief Financial Officer of DigitalGlobe, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††		Certification of Chief Executive Officer of DigitalGlobe, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2††		Certification of Chief Financial Officer of DigitalGlobe, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101†+		The following materials for the DigitalGlobe, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on October 31, 2013 formatted in eXtensible Business Reporting Language (XBRL):
		(i.) Unaudited Condensed Consolidated Statements of Operations (ii.) Unaudited Condensed Consolidated Balance Sheets (iii.) Unaudited Condensed Consolidated Statements of Cash Flows (iv.) Related notes, tagged or blocks of text

† Filed herewith.

†† Furnished herewith

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

* Management contract or compensatory plan arrangement.

Table of Contents

SIGNATURE

DIGITALGLOBE, INC.

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

Date: October 31, 2013		/s/ Yancey L. Spruill
		Yancey L. Spruill
		Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer and Duly Authorized Officer)

Table of Contents

EXHIBIT INDEX

Exhibit Number		Description
10.1†#		Modification Nos. 26 to WorldView-3 Instrument Purchase Agreement #60151, by and between DigitalGlobe, Inc. and ITT Space Systems, LLC.
10.2†#		EnhancedView Imagery Acquisition Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency, dated September 1, 2013 and Modification P00001.
10.3†*		Form of Restricted Share Unit Award Agreement.
10.4†*		Form of Performance Share Unit Award Agreement.
10.5		Form of Officer and Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2013, Commission File No. 001-34299)
31.1†		Certification of Chief Executive Officer of DigitalGlobe, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†		Certification of Chief Financial Officer of DigitalGlobe, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††		Certification of Chief Executive Officer of DigitalGlobe, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2††		Certification of Chief Financial Officer of DigitalGlobe, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101†+		The following materials for the DigitalGlobe, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on October 31, 2013 formatted in eXtensible Business Reporting Language (XBRL):
		(i.) Unaudited Condensed Consolidated Statements of Operations (ii.) Unaudited Condensed Consolidated Balance Sheets (iii.) Unaudited Condensed Consolidated Statements of Cash Flows (iv.) Related notes, tagged or blocks of text

† Filed herewith.

†† Furnished herewith

* Management contract or compensatory plan arrangement.

Exhibit 10.1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Modification No. 26

To the

WorldView3 Instrument Purchase Agreement #60151

This Modification No. 26 (“the Modification”) to WorldView 3 Instrument Purchase Agreement #60151 (“the Agreement”) is entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive, Suite 260, Longmont, CO 80503; and ITT Space Systems, LLC., a subsidiary of Exelis, Inc. a Delaware corporation with its principal offices located at 400 Initiative Drive, Rochester, New York, 14606-0488 (“Contractor”). As used in this Agreement, “Party” means either DigitalGlobe or Contractor, as appropriate, and “Parties” means DigitalGlobe and Contractor.

WHEREAS , DigitalGlobe and Contractor entered into the WorldView3 Instrument Purchase Agreement #60151 (“Agreement”) on August 27, 2010;

Now, THEREFORE , the parties hereby agree to amend the Agreement to incorporate the following [**Redacted**] 13-183 (rev 1 )- (included as Attachment # 1) and the Exelis Inc. WV-3 [**Redacted**] (included as attachment #2):

Scope :

The Purchase Agreement #60151 provides that the Contractor shall [**Redacted**] . Thus DG is [**Redacted**] . Contractor is then directed by the Agreement to invoice DigitalGlobe for that [**Redacted**] . This modification covers that activity.

Price: The [**Redacted**] for this modification is $508,027.00 dollars (option 2 under Attachment #2, which includes a [**Redacted**] ).

Period of Performance: This [**Redacted**] takes effect upon the [**Redacted**] .

Payment Milestone:

Payment Milestones # 1 62 - Invoice Received from [**Redacted**] , is hereby added via this Modification #26.

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

SUMMARY

The value for this Modification #26 is outlined in the following table:

Change#	Change Description	$
026	[Redacted]	$	508,027.00

	TOTAL	$	508,027.00

Contract Value Summary

Previous Contract Value	$	169,729,033.00
Specification Revision 8	$	508,027.00
New Contract Value	$	170,237,060.00

Unless otherwise expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

This Modification No. 26 is hereby executed and agreed to by DigitalGlobe and Contractor and shall be binding and effective as of the last date executed below.

ITT Space Systems, LLC		DigitalGlobe, Inc.

/s/ [Redacted]		/s/ Walter S. Scott
Signature		Signature

Name: [Redacted]		Name: Walter S. Scott

Title: [Redacted]		Title: CTO & Executive V.P.

Date:	Sept 9, 2013	Date:	September 6, 2013

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Attachment 1

ITT Exelis [**Redacted**] 13-183 (rev 1 )

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	[Redacted]
	Contract Manager
	ITT Space Systems, LLC
	Rochester, New York 14606
	tel [Redacted]
	fax [Redacted]
	[Redacted]

August 13, 2013

DigitalGlobe, Inc.

Sent via sharepoint to:

[**Redacted**]

Subject: Revised Proposal 13-183 (Rev 1) — [**Redacted**]

Dear Jim:

ITT Space Systems, LLC, a subsidiary of Exelis, Inc. (Exelis) is pleased to submit this [**Redacted**] proposal for [**Redacted**] per prime contract 60151.

CONTRACT TYPE:

The [**Redacted**] options are:

1) [**Redacted**]

2) [**Redacted**]

A clarification of the breakdown of costs associated with option #1 and #2 are:

[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]

[Redacted]		$	[Redacted]
[Redacted]		$	[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[Redacted]		$	[Redacted]
[Redacted]		$	[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[**Redacted**]

[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	[Redacted]
[Redacted]

[**Redacted**]

[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	[Redacted]
[Redacted]

[**Redacted**]

1) [**Redacted**]

2) [**Redacted**]

[**Redacted**]

[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]

[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]
[Redacted]	$	[Redacted]

[**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Attached as part of this proposal are the terms and conditions [**Redacted**] .

INVOICING/BILLING:

Invoicing and billing will be in accordance with the original contract #60151. A new Milestone will be added to the contract as follows:

#162 — Invoice [**Redacted**]

U.S. Export Law, as contained in the International Traffic in Arms Regulations (ITAR), is applicable to the information provided with the finished optics. This technical information is not to be placed in the public domain, exported from the U.S., given to any foreign person in the U.S. or re-exported without the prior specific written authorization of Exelis, Inc. and the U.S. Department of State. Any ITT Space Systems, LLC agreement to provide technical data, defense services, and/or hardware to any foreign party under this contract is contingent upon receipt of proper U.S. Government export authorizations. In the event a license permit cannot be obtained to export the product and/or data included in this order, or it is later revoked, this order is null and void and of no effect.

ITT Space Systems, LLC appreciates the opportunity to provide this proposal. Should you have any questions or require additional information, please feel free to contact me directly.

Regards,

[**Redacted**]

Contract Manager

ITT Space Systems, LLC

Rochester, New York 14606

[**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Attachment 2

Exelis Inc. WV-3 [**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

1. [**Redacted**]

[Redacted]		[Redacted]

[Redacted]

		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]


[Redacted]		[Redacted]

		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]


		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

		[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

	[Redacted]

			[Redacted]

			[Redacted]

			[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[Redacted]

		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

[Redacted]

[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[Redacted]

[Redacted]

		[Redacted]

[Redacted]


[Redacted]

		]

[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

[**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

2. [**Redacted**]

[**Redacted**]

· [**Redacted**]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

3. [**Redacted**]

[Redacted]		[Redacted]

		[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

		[Redacted]

[Redacted]		[Redacted]

[Redacted]		[Redacted]

[Redacted]
		[Redacted]

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.

Exhibit 10.2

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

UNCLASSIFIED//FOR OFFICIAL USE ONLY(FOUO)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS		Page OF
OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30		1	64

,1. REQUISITION NUMBER

See Schedule

2. CONTRACT NO.

HM021013CN002

,3. AWARD/ EFFECTIVE DATE	ORDER NUMBER	SOLICITATION NUMBER
09/01/2013

,6. SOLICITATION

ISSUE DATE

7. FOR SOLICITATION	NAME	TELEPHONE NUMBER	(No collect calls)
INFORMATION CALL:	[ Redacted]	[ Redacted]

9.1SSUED BY	CODE I HMO210
[Redacted]

10. THIS ACQUISITION IS	x UNRESTRICTED OR	o SET ASIDE:	%FOR:
	WOMEN-OWNED SMALL BUSINESS
o SMALL BUSINESS	o (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED
o HUBZONE SMALL BUSINESS	SMALL BUSINESS PROGRAM
o SERVICE-DISABLED VETERAN-OWNED SMALL BUSINESS	o EDWOSB	NAICS:	541360
	o 8(A)	SIZE STANDARD:	$4.5

11. DELIVERY FOR FOB DESTINA- TION UNLESS BLOCK IS MARKED

o SEE SCHEDULE

12. DISCOUNT TERMS

Net 30

13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700)

13b. RATING

DOA7

14. METHOD OF SOLICITATION

DRFQ DIFB lKJ RFP

15. DELIVER TO	CODE ISEESOW
See Statement of Work

16. ADMINISTERED BY	CODE [ Redacted]
[Redacted]

17a. CONTRACTOR/ OFFEROR

CODE 1CGQ7

FACILITY!CODE

DIGITALGLOBE, INC.

Attn: DIGITALGLOBE, INC.

1601 DRY CREEK DRIVE SUITE 260

LONGMONT CO 805036493

TELEPHONE NO.

o 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18. OFFER DUE DATE/LOCAL TIME ED

18a. PAYMENT WILL BE MADE BY	CODE IFPC123
[Redacted]

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

OsEE ADDENDUM

19.	20.	21.	22.	23.	24. ITEM
No.	SCHEDULE OF SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
	Tax ID Number: 31-1420852
	DUNS Number: 789638418
	[Redacted] Accordingly, that contract is being reissued solely for administrative reasons. Supplies and services already acquired under the aforementioned predecessor contract shall remain solely under Contract HM0210-10-C-0002 for purpose of
	(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

See schedule

126. TOTAL AWARD AMOUNT (For Govt. Use Only)

[**Redacted**]

o 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52. 212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDEND	o ARE	o ARE NOT ATTACHED.

x 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA	o ARE	o ARE NOT ATTACHED.

o 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO ISSUING 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.

x 29. AWARD OF CONTRACT: 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/CONTRACTOR

[**Redacted**]

30b. NAME AND TITLE OF SIGNER (Type or print)

30c. DATE SIGNED

[ **Redacted**]

31c. DATE SIGNED

07/30/2013

AUTHORIZED FOR LOCAL REPRODUCTION	STANDARD FORM 1449 (REV. 2/2012)
PREVIOUS EDITION IS NOT USABLE	Prescribed by GSA- FAR (48 CFR) 53.212

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

The information contained in this document must be protected in its entirety as

UNCLASSIFIED//FOR OFFICIAL USE ONLY.

Any combination of paragraphs marked “UNCLASSIFIED” must be reviewed in the event they, by compilation, disclose

information at the UNCLASSIFIED//FOR OFFICIAL USE ONLY level as well.

(U) SECTION A — See Standard Form (SF) 1449, Solicitation, Offer and Award		4
(U) SECTION B - Supplies or Services/Prices		4
(U)	BASE PERIOD: RESERVED (Reference Contract HM0210-10-C-0002)	4
B.1	(U) CLINs 0001, 0101 and 0201: RESERVED	4
B.2	(U) CLINs 0002, 0102 and 0202: RESERVED	4
B.3	(U) CLINs 0003, 0103 and 0203: RESERVED	4
B.4	(U) CLINs 0004, 0104 and 0204: RESERVED	4
B.5	(U) CLINs 0005, 0105 and 0205: RESERVED	4
B.6	(U) CLINs 0006, 0106 and 0206: RESERVED	4
B.7	(U) TOTAL CONTRACT PRICE/TOTAL CONTRACT FUNDING	4
B.8	(U) CLIN DESCRIPTION	6
B.9	(U) CONTRACT TYPE	6
(U)	OPTION PERIODS	6
B.10	(U) OPTION CLINs 0301, 0401, 0501, 0601, 0701, 0801 and 0901 — COMMERCIAL SATELLITE IMAGERY - SERVICE LEVEL AGREEMENT FOR PIXEL & IMAGERY ACQUISITION/OPERATIONS (BASELINE COLLECTION CAPACITY)	6
B.11	(U) OPTION [Redacted]	7
B.12	(U) [Redacted]	7
B.13	(U) OPTION [Redacted]	7
B.14	(U) OPTION CLINs 0304, 0404, 0504, 0604, 0704, 0804 and 0904: COMMERCIAL SATELLITE IMAGERY -
VALUE-ADDED PRODUCTS AND SERVICES		7
B.15	(U) OPTION CLINs 0305, 0405, 0505, 0605, 0705, 0805 and 0905: COMMERCIAL SATELLITE IMAGERY - PHYSICAL MEDIA DELIVERY	7
B.16	(U) OPTION CLINs 0306, 0406, 0506, 0606, 0706, 0806 and 0906: COMMERCIAL SATELLITE IMAGERY - SYSTEM ENGINEERING SERVICES SUPPORT	8
[Redacted]
(U) SECTION C - Description/Specifications		9
C.1	(U) STATEMENT OF WORK	9
(U) SECTION D - Packaging and Marking		10
D.1	(U) PACKAGING AND MARKING INSTRUCTIONS PRESERVATION, PACKAGING, PACKING, AND MARKING OF SHIPMENTS (COMMERCIALLY PACKAGED ITEMS)	10
D.2	(U) PROHIBITED PACKING MATERIALS	10
D.3	(U) MARKINGS OF WARRANTED ITEMS	10
(U) SECTION E - Inspection and Acceptance		11
E.1	(U) FAR 52.246-6 INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001)	11
E.2	(U) INSPECTION	11
E.3	(U) ACCEPTANCE	11
(U) SECTION F - Deliveries or Performance		12
F.1	(U) FAR 52.242-15 STOP-WORK ORDER. (AUG 1989)	12
F.2	(U) FAR 52.247-34 F.O.B. DESTINATION. (NOV 1991)	12
F.3	(U) CONSIGNEE AND ADDRESS	12
F.4	(U) PERSONAL DELIVERY	12
F.5	(U) PERIOD OF PERFORMANCE	12
F.6	(U) PLACE OF DELIVERY	13
F.7	(U) DATA DELIVERABLE	13

UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION G - Contract Administration Data		14
G.1	(U) AUTHORITY AND DESIGNATION OF A CONTRACTING OFFICER’S REPRESENTATIVE (COR)	14
G.2	(U) NGA: 5X52.232-9000, SUBMISSION OF INVOICE-FEDERAL PAYMENT CENTER (FPC)(MAR 2013)	15
G.3	(U) NGA: GOVERNMENT REPRESENTATIVE (SEP 2003)	15
G.4	(U) NGA: CONTRACT ADMINISTRATION (SEP 2003)(MOD)	15
G.5	(U) NGA: PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (SEP 2003)	16
G.6	(U) ACCOUNTING AND APPROPRIATION DATA	16
(U) SECTION H - Special Contract Requirements		17
H.1	(U) NGA: 5X52.209-9003 PROTECTION OF INFORMATION AND NONDISCLOSURE AGREEMENTS (JULY 2006)	17
H.2	(U) NGA: 5X52.37-9000 CONTRACTOR EMPLOYEE DATA FOR ACCESS TO NGA FACILITIES OR SENSITIVE SYSTEMS (OCT 2005)	18
H.3	(U) NGA: 5X45.592-9000 GOVERNMENT-FURNISHED LIMITED DISTRIBUTION MATERIALS (JUNE 2004)	19
H.4	(U) NGA: KEY PERSONNEL (SEP 2003) (MODIFIED)	20
H.5	(U) NGA: DISCLAIMER STATEMENT (SEP 2003)	21
H.6	(U) NGA: 5X52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL, AND INITIALS (JUNE 2006)	21
H.7	(U) ORDERING PROCEDURES (CLIN Series 0x04)	21
H.8	(U) NGA: 5X252.204-7000-90 PUBLIC RELEASE OF INFORMATION (APR 2004)	22
H.9	(U) NON-PUBLICITY	22
H.10	(U) NGA: INSURANCE (SEP 2003)	23
H.11	(U) NGA: PERFORMANCE OF WORK ON GOVERNMENT PREMISES (SEP 2003)	23
H.12	(U) NGA: INTENTION TO USE CONSULTANTS (SEP 2003)	23
H.13	(U) NGA: 5X45.102-9000 GOVERNMENT FURNISHED ACCOUNTABLE PROPERTY (MAY 2003)	23
H.14	(U) NGA: 5X52.227-9001 ACTIVITIES THAT AFFECT U.S. PERSONS (DEC 2004)	25
H.15	(U) NGA: 5X52.207-9000 DOD BASE REALIGNMENT AND CLOSURE (APR 2008)	25
H.16	(U) NGA: 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS & CLOSURE OF NGA (OCT 2008) (MODIFIED)	25
H.17	(U) SECURITY REQUIREMENTS - CONTRACT CLASSIFICATION	26
H.18	(U) ORGANIZATIONAL CONFLICT OF INTEREST	26
H.19	(U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING	26
H.20	(U) WARRANTY	27
H.21	(U) EXPORT CONTROL AND ASSIGNMENT OF PERSONNEL	27
H.22	(U) EMERGENCIES, DISASTERS, AND HUMANITARIAN EFFORTS	27
H.23	(U) NextView IMAGERY END USER LICENSE AGREEMENT	27
H.24	(U) EXERCISE OF OPTIONS	28
H.25	[Redacted]	29
H.26	[Redacted]	29
H.27	[Redacted]	29
H.28	[Redacted]	29
H.29	[Redacted]	29
H.30	[Redacted]	29
H.31	[Redacted]	29
[Redacted]
(U) SECTION I - Contract Clauses		32
I.1	(U) FAR 52.204-2 SECURITY REQUIREMENTS. (AUG 1996)	32
I.2	(U) FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER. (AUG 2000)	32
I.3	(U) FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION. (APR 2008)	32
I.4	(U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (MAR 2009)	32
I.5	(U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (MAR 2009) - ALTERNATE I (OCT 2008) ( Applicable to CLIN 0x05 and CLIN 0x06 series only )	32
I.6	(U) FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

	EXECUTIVE ORDERS—COMMERCIAL ITEMS. (APR 2010)	32
I.7	(U) FAR 52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA - MODIFICATIONS. (OCT 1997)	36
I.8	(U) FAR 52.216-22 INDEFINITE QUANTITY. (OCT 1995) ( Applicable to CLIN Series 0x04 and 0x05 )	36
I.9	(U) FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)	37
I.10	(U) FAR 52.227-1 AUTHORIZATION AND CONSENT. (DEC 2007) Alternative I (APR 1984)	37
I.11	(U) FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT. (DEC 2007)	37
I.12	(U) FAR 52.232-11 EXTRAS. (APR 1984)	37
I.13	(U) FAR 52.243-1 CHANGES - FIXED-PRICE. (AUG 1987)	37
I.14	(U) FAR 52.243-7 NOTIFICATION OF CHANGES. (APR 1984)	37
I.15	(U) FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS. (APR 2010)	39
I.16	(U) FAR 52.245-1 GOVERNMENT PROPERTY. (JUN 2007)	39
I.17	(U) FAR 52.245-9 USE AND CHARGES. (JUN 2007)	40
I.18	(U) FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)	40
I.19	(U) FAR 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)	40
I.20	(U) DFARS 252.201-7000 CONTRACTING OFFICER’S REPRESENTATIVE. (DEC 1991)	40
I.21	(U) DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (JAN 2009)	40
I.22	(U) DFARS 252.204-7000 DISCLOSURE OF INFORMATION. (DEC 1991)	40
I.23	(U) DFARS 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT. (APR 1992)	40
I.24	(U) DFARS 252.204-7004 ALTERNATE A, CENTRAL CONTRACTOR REGISTRATION. (SEP 2007)	40
I.25	(U) DFARS 252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITIES. (NOV 2001)	41
I.26	(U) DFARS 252.204-7006 BILLING INSTRUCTIONS. (OCT 2005)	41
I.27	(U) DFARS 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY. (DEC 2006)	41
I.28	(U) DFARS 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (APR 2010)	41
I.29	(U) DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA—NONCOMMERCIAL ITEMS. (NOV 1995) [Redacted]	43
I.30	(U) DFARS 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION. (JUN 1995) [Redacted]	43
I.31	(U) DFARS 252.232-7007 LIMITATION OF GOVERNMENT’S OBLIGATION. (MAY 2006)	43
I.32	(U) DFARS 252.232-7010 LEVIES ON CONTRACT PAYMENTS. (DEC 2006)	44
I.33	(U) DFARS 252.243-7001 NOTICE OF CONTRACT MODIFICATIONS. (DEC 1991)	44
I.34	(U) SUBCONTRACTING REPORTING SYSTEM	44
I.35	(U) DFARS 252.217-7027 CONTRACT DEFINITIZATION (OCT 1998)	45
I.36	(U) FAR 52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)	45
(U) SECTION J - List of Documents Exhibits and Other Attachments		46

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION A — See Standard Form (SF) 1449, Solicitation, Offer and Award

(U) SECTION B - Supplies or Services/Prices

« « « « « «

Contract Line Item Number (CLIN) Series 0000, 0100 and 0200 are “RESERVED” under this reissued contract, HM0210-13-C-N002 . The effort under the aforementioned CLIN Series was accomplished under the predecessor contract, HM0210-10-C-0002 . The remaining CLIN Series, including options, are shown in this reissued contract.

« « « « « «

(U) BASE PERIOD: [**Redacted**] (Reference Contract HM0210-10-C-0002)

B.1 (U) CLINs 0001, 0101 and 0201: [**Redacted**]

B.2 (U) CLINs 0002, 0102 and 0202: [**Redacted**]

B.3 (U) CLINs 0003, 0103 and 0203: [**Redacted**]

B.4 (U) CLINs 0004, 0104 and 0204: [**Redacted**]

B.5 (U) CLINs 0005, 0105 and 0205: [**Redacted**]

B.6 (U) CLINs 0006, 0106 and 0206: [**Redacted**]

B.7 (U) TOTAL CONTRACT PRICE/TOTAL CONTRACT FUNDING

This Table is UNCLASSIFIED

CLIN	Maximum Total Price		Obligated Amount	Unfunded Amount

CLIN Series 0000	[Redacted] (reference Contract HM0210-10-C-0002)
Contract Year 1: 0001, 0002, 0003,
0004, 0005, 0006 and 0007

CLIN Series 0100	[Redacted] (reference Contract HM0210-10-C-0002)
Contract Year 2: 0101, 0102, 0103,
0104, 0105, 0106 and 0107

CLIN Series 0200	[Redacted] (reference Contract HM0210-10-C-0002)
Contract Year 3: 0201, 0202, 0203,
0204, 0205, 0206 and 0207

CLIN Series 0300
0301	$	250,000,000.00	[Redacted]	[Redacted]
0302	[Redacted]		[Redacted]	[Redacted]
0303	[Redacted]		[Redacted]	[Redacted]
0304	[Redacted]		[Redacted]	[Redacted]
0305	[Redacted]		[Redacted]	[Redacted]
0306	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 4	[Redacted]		[Redacted]	[Redacted]

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

This Table is UNCLASSIFIED

CLIN	Maximum Total Price		Obligated Amount	Unfunded Amount

CLIN Series 0400
0401	$	300,000,000.00	[Redacted]	[Redacted]
0402	[Redacted]		[Redacted]	[Redacted]
0403	[Redacted]		[Redacted]	[Redacted]
0404	[Redacted]		[Redacted]	[Redacted]
0405	[Redacted]		[Redacted]	[Redacted]
0406	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 5	[Redacted]		[Redacted]	[Redacted]

CLIN Series 0500
0501	$	300,000,000.00	[Redacted]	[Redacted]
0502	[Redacted]		[Redacted]	[Redacted]
0503	[Redacted]		[Redacted]	[Redacted]
0504	[Redacted]		[Redacted]	[Redacted]
0505	[Redacted]		[Redacted]	[Redacted]
0506	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 6	[Redacted]		[Redacted]	[Redacted]

CLIN Series 0600
0601	$	300,000,000.00	[Redacted]	[Redacted]
0602	[Redacted]		[Redacted]	[Redacted]
0603	[Redacted]		[Redacted]	[Redacted]
0604	[Redacted]		[Redacted]	[Redacted]
0605	[Redacted]		[Redacted]	[Redacted]
0606	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 7	[Redacted]		[Redacted]	[Redacted]

CLIN Series 0700
0701	$	300,000,000.00	[Redacted]	[Redacted]
0702	[Redacted]		[Redacted]	[Redacted]
0703	[Redacted]		[Redacted]	[Redacted]
0704	[Redacted]		[Redacted]	[Redacted]
0705	[Redacted]		[Redacted]	[Redacted]
0706	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 8	[Redacted]		[Redacted]	[Redacted]

CLIN Series 0800
0801	$	300,000,000.00	[Redacted]	[Redacted]
0802	[Redacted]		[Redacted]	[Redacted]
0803	[Redacted]		[Redacted]	[Redacted]
0804	[Redacted]		[Redacted]	[Redacted]
0805	[Redacted]		[Redacted]	[Redacted]
0806	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 9	[Redacted]		[Redacted]	[Redacted]

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

This Table is UNCLASSIFIED

CLIN	Maximum Total Price		Obligated Amount	Unfunded Amount

CLIN Series 0900
0901	$	300,000,000.00	[Redacted]	[Redacted]
0902	[Redacted]		[Redacted]	[Redacted]
0903	[Redacted]		[Redacted]	[Redacted]
0904	[Redacted]		[Redacted]	[Redacted]
0905	[Redacted]		[Redacted]	[Redacted]
0906	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 10	[Redacted]		[Redacted]	[Redacted]

Total Contract Value with Options	$	2,585,780,000.00	[Redacted]	[Redacted]

B.8 (U) CLIN DESCRIPTION

(U) In accordance with this contract, the Contractor shall furnish all materials, labor, equipment and facilities, except as specified herein to be furnished by the Government, and shall do all that which is necessary or incidental to the satisfactory and timely performance of CLINs 0301 through 0306 (and Option CLINs if exercised) as stated below.

B.9 (U) CONTRACT TYPE

(U) This is a hybrid Firm Fixed Price (FFP) and Time and Material contract (predominately FFP), with base and option periods as specified in Section/Paragraph F.5.

(U) OPTION PERIODS

B.10 (U) OPTION CLINs 0301, 0401, 0501, 0601, 0701, 0801 and 0901 — COMMERCIAL SATELLITE IMAGERY - SERVICE LEVEL AGREEMENT FOR PIXEL & IMAGERY ACQUISITION/OPERATIONS (BASELINE COLLECTION CAPACITY)

(U) The scope of this FFP CLIN Series for the acquisition and delivery of imagery and associated imagery support data under a SLA from the Contractor’s satellite constellation is defined in Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with Special Contract Requirement H.24, Exercise of Options. This effort is priced at the amounts set forth below.

This Table is UNCLASSIFIED

Options: Contract Years 2 through 10

	Baseline Quantity	Firm Fixed Price
CLIN Series 0x01	( sqnmi/day )	( 12 Months )
Option CLIN 0101 (Contract Year 2)	[Redacted] (reference HM0210-10-C-0002)
Option CLIN 0201 (Contract Year 3)	[Redacted] (reference HM0210-10-C-0002)
Option CLIN 0301 (Contract Year 4)	[Redacted]	$250,000,000.00
[Redacted]
Option CLIN 0401 (Contract Year 5) *	[Redacted]	$300,000,000.00
Option CLIN 0501 (Contract Year 6) *	[Redacted]	$300,000,000.00
Option CLIN 0601 (Contract Year 7) *	[Redacted]	$300,000,000.00
Option CLIN 0701 (Contract Year 8) *	[Redacted]	$300,000,000.00
Option CLIN 0801 (Contract Year 9) *	[Redacted]	$300,000,000.00
Option CLIN 0901 (Contract Year 10) *	[Redacted]	$300,000,000.00

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) Funds are not presently available for the full amount of Option CLINs 0301, 0401, 0501, 0601, 0701, 0801 and 0901 (if exercised). The Government intends to incrementally fund these Option CLINs. The Government’s and the Contractor’s continuing obligations under this Contract are contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any order placed under this Contract may arise until funds are made available to the Contracting Officer for such orders and until the Contractor receives notice of such availability in writing from the Contracting Officer and the Contracting Officer modifies the contract to expressly obligate the additional funds.

B.11 (U) OPTION [**Redacted**]

B.12 (U) [**Redacted**]

B.13 (U) OPTION [**Redacted**]

B.14 (U) OPTION [**Redacted**]

(U) The scope of effort for this CLIN Series is defined in Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with Special Contract Requirement H.24, Exercise of Options. This effort is estimated at the amounts set forth below. These Option CLINs have a ceiling value for Contract Year 4 through 10 as indicated below. The sum of all items ordered herein and invoiced for shall not exceed each Option CLINs’ maximum value.

(U) Minimum Amount: [**Redacted**] per Option CLIN

(U) Maximum Amount: [**Redacted**] per Option CLIN 0304

(U) Maximum Amount: [**Redacted**] per Option CLINs 0404 and 0504

(U) Maximum Amount: [**Redacted**] per Option CLINs 0604, 0704, 0804 and 0904

(U) Option CLINs 0304, 0404, 0504, 0604, 0704, 0804 and 0904 are indefinite-quantity ordering CLINs for the supplies or services and prices as specified in the Statement of Work or in separately issued contractual documents and are effective for the entire period of performance or as otherwise specified. Ordering will be accomplished in accordance with Special Contract Requirement H.7, Ordering Procedures. Delivery or performance shall be made only as authorized by orders issued in accordance with the Statement of Work, Section C. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified herein up to and including the amount designated as the “maximum” The Government has no minimum order obligations. Except for the limitations in the value specified as the maximum amount, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations. (Funding obligations for this CLIN may occur via Standard Form 30s, DD Form 1155s, or other forms as determined at the time of award of the specific value-added requirement.)

B.15 (U) OPTION CLINs 0305, 0405, 0505, 0605, 0705, 0805 and 0905: COMMERCIAL SATELLITE IMAGERY - PHYSICAL MEDIA DELIVERY

(U) The scope of effort for this CLIN Series is defined in Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with Special Contract Requirement H.24, Exercise of Options. This effort is estimated at the amounts set forth below. These Option CLINs have a ceiling value for Contract Year 4 through 10 as indicated below. The sum of all items provided herein and invoiced for shall not exceed each Option CLINs’ maximum value.

(U) Minimum Amount: [**Redacted**] per Option CLIN

(U) Maximum Amount: [**Redacted**] per Option CLIN 0305

(U) Maximum Amount: [**Redacted**] per Option CLINs 0405, 0505, 0605, 0705, 0805 and 0905

(U) Option CLINs 0305, 0405, 0505, 0605, 0705, 0805 and 0905 are indefinite-quantity ordering CLINs for the supplies or services and prices specified herein to support the storage and dissemination of imagery, and image products on media, and

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

are effective for the entire period of performance. Delivery or performance shall be made only as authorized by the Contracting Officer, the Contracting Officer’s Representative, or other government official as designated by the Contracting Officer. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in Option CLINs 0305, 0405, 0505, 0605, 0705, 0805, and 0905 up to and including the amount designated as the “maximum”. The Government has no minimum order obligations.

B.16 (U) OPTION CLINs 0306, 0406, 0506, 0606, 0706, 0806 and 0906: COMMERCIAL SATELLITE IMAGERY - SYSTEM ENGINEERING SERVICES SUPPORT

(U) The scope of effort for this CLIN Series is defined in Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with Special Contract Requirement H.24, Exercise of Options. These Option CLINs have a ceiling value as indicated below. The sum of all effort provided herein and invoiced for shall not exceed the ceiling value per Option CLIN. Option CLINs 0306, 0406, 0506, 0606, 0706, 0806, and 0906 are T&M CLINs for System Engineering Services Support. T&M support shall be provided as directed by the Contracting Officer.

(U) Ceiling Value: [**Redacted**] per Option CLIN 0306

(U) Ceiling Value: [**Redacted**] per Option CLINs 0406, 0506, 0606, 0706, 0806 and 0906

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

[**Redacted**]

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION C - Description/Specifications

C.1 (U) STATEMENT OF WORK

(U) The Contractor shall provide all personnel, materials, and facilities to furnish the items specified in Section B of this contract in accordance with Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and Contract Attachment 2, DD Form 254, Contract Security Classification Specification.

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION D - Packaging and Marking

D.1 (U) PACKAGING AND MARKING INSTRUCTIONS PRESERVATION, PACKAGING, PACKING, AND MARKING OF SHIPMENTS (COMMERCIALLY PACKAGED ITEMS)

(U) Packing, packaging, and marking shall be in accordance with standard commercial practices to assure arrival at destination in serviceable condition.

D.2 (U) PROHIBITED PACKING MATERIALS

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

D.3 (U) MARKINGS OF WARRANTED ITEMS

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

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION E - Inspection and Acceptance

E.1 (U) FAR 52.246-6 INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001)

E.2 (U) INSPECTION

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

E.3 (U) ACCEPTANCE

(U) Acceptance of items produced under this Contract occurs upon delivery as defined in Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with the procedures and prerequisites as defined in FAR 52.212-4(a).

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION F - Deliveries or Performance

F.1 (U) FAR 52.242-15 STOP-WORK ORDER. (AUG 1989)

F.2 (U) FAR 52.247-34 F.O.B. DESTINATION. (NOV 1991)

(U) The principal place of performance under this Contract shall be the Contractor’s facility located at:

1601 Dry Creek Drive, Suite 260

Longmont, Colorado 80503

F.3 (U) CONSIGNEE AND ADDRESS

[**Redacted**]

F.4 (U) PERSONAL DELIVERY

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

F.5 (U) PERIOD OF PERFORMANCE

a. (U) This Contract commences upon execution. Specific CLIN periods of performance are as follows:

[**Redacted**]

(U) The ordering period for CLINs 0304, 0305 and 0306 is from contract award through 12 Months. If and to the extent that any CLIN under Option CLIN Series 0x04, 0x05 and 0x06 is exercised, the ordering period of performance for each individual CLIN is through 12 MAPCPE.

(U) The table below graphically illustrates the base and option periods for all CLINs.

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

This Table is UNCLASSIFIED

[**Redacted**]

[**Redacted**] (reference Contract HM0210-10-C-0002)

[**Redacted**]

01-September-2013 through 31-August-2014

[**Redacted**]

b. (U) Provisions of this Contract, which, by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect, notwithstanding this clause. In the event requirements exceed the minimum contract amount requirements, the Government reserves the right to compete the additional requirements.

F.6 (U) PLACE OF DELIVERY

a. (U) Primary Delivery: Origin . The articles to be furnished hereunder shall be delivered upon placement into the NGA Product Archive located at the Contractor’s site or as designated by the Contracting Officer at the time of tasking in accordance with Attachment 1, EnhancedView Imagery Acquisition Statement of Work.

b. (U) Secondary Delivery: Destination . Finished products shall be transmitted electronically (in accordance with Attachment 1, EnhancedView Imagery Acquisition Statement of Work) upon NGA request after placement into the NGA Product Archive located at the Contractor’s site at no additional charge. If requested, NGA may designate another media type for delivery at additional expense.

F.7 (U) DATA DELIVERABLE

(U) The contractor shall provide data deliverables and reports in accordance with Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work.

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION G - Contract Administration Data

G.1 (U) AUTHORITY AND DESIGNATION OF A CONTRACTING OFFICER’S REPRESENTATIVE (COR)

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

(U) The COR(s) has a written designation memorandum on file with the procurement office. This memorandum, as directed by DFARS 252.201-7000(b), specifies the extent of the COR’s authority to act on behalf of the contracting officer. This authority cannot be re-delegated to any other person. The alternate COR acts in behalf of the primary COR in absence of the primary COR and is appointed through a separate memorandum.

(U) The primary responsibilities of CORs are:

1) (U) Technical Liaison. Oversees the contractor’s technical effort to ensure that performance is in strict accordance with the terms and conditions of the contract. Is the primary interface between the contractor and the contracting officer on matters pertaining to the contractor’s technical performance. Answers technical questions, furnishes technical instruction and guidance to the contractor relating to contract specifications, and any other instructions of a technical nature necessary to perform the work as specified in the contract. CORs are not to tell the Contractor how to perform, but only what is required of a technical nature. If doubt exists as to whether information to be furnished falls within the scope of the contract, the COR is to coordinate action with the contracting officer prior to transmitting the information to the Contractor. Promptly responds to contracting officer queries for technical information and directs the contractor to submit requests for change, deviation or waiver in writing to the contracting officer. Keeps the contracting officer informed regarding communications with the contractor in order to prevent possible misunderstandings or situations that could affect contract terms and conditions and become the basis for future claims against the Government.

2) (U) Monitoring contractor performance. Ensures delivery schedules are adhered to and provides quality assurance. Provides status to the contracting officer and other program personnel to ensure compliance with the technical requirements of the contract. If performance is not proceeding satisfactorily, or if problems are anticipated, promptly notifies the contracting officer and may provide a recommended technical course of correction action. Reviews and approves progress reports, technical reports, financial/management reports and other items requiring approval. Notifies the contracting officer if such reports or items should be rejected, stating the basis for rejection.

3) (U) Technical Evaluation of Contractor Proposal. Evaluates contractor proposals for modifications and provides a written technical evaluation, to include price or cost elements, to the contracting officer.

4) (U) Reviewing and Approving Payments and Acceptance. Reviews invoices and progress payments for accuracy and appropriateness and reports any discrepancies and provides concurrence (or non-concurrence) to the Contracting Officer. Approves payments and accepts work on the appropriate forms for services performed or supplies delivered.

5) (U) Administration of Government Property. Submits to the contracting officer and property specialist a written evaluation of the disposition of any material/property furnished by the Government that is accountable to the contract.

6) (U) Security. Coordinates all security requirements of the contract with the contractor and the agency security office, to include DD Form 254s and contractor access to NGA networks. Ensures AIS accounts of departing NGA contractor on-site personnel are cancelled expeditiously. Keeps track of any classified documents or data provided and ensures return or destruction upon completion of the contract.

7) (U) Maintenance of Files. Keeps a file of all records related to the contract to include, but not limited to, the contract, e- mail correspondence, formal written correspondence, reports, receiving and acceptance reports/forms, technical evaluations, trip reports, meeting notes, status reports, past performance reports, government property reports and closeout records.

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

8) (U) Administration of On-Site contractor personnel information. Maintains information on contractors, prime and subs, performing on-site at NGA facilities. Coordinates with the contractors and the Human Development Directorate (HD) all contractor data changes, to include arrival and departure, names, physical location(s), NGA organization code of office responsible for contractor-occupied-space, and employer name, address and phone. Approves badging of contractors upon contractor completion and submittal of Contractor Data Input Record Form to HD and a standardized NGA non-disclosure statement.

(U) CORs shall not direct the contractor in any manner that would be of the type of supervision or control that converts an individual who is an independent Contractor (such as a contractor employee) into a Government employee.

(U) Notwithstanding the delegated duties listed herein, the COR does not possess the authority of a contracting officer and, therefore, shall not alter the terms and conditions of the contract in any way, to include any commitments or changes that will affect cost, price, quality, quantity, delivery, or any other term or condition of the contract. The contracting officer is the only official with the authority to enter into or modify contractual agreements or commitments. Unauthorized acts could result in personal liability.

(U) The duties and responsibilities set forth herein are not intended to be all-inclusive. The contracting officer may delegate additional functions as deemed necessary.

G.2 (U) NGA: 5X52.232-9000, SUBMISSION OF INVOICE-FEDERAL PAYMENT CENTER (FPC)(MAR 2013)

(a) (U) The contractor shall prepare each invoice in accordance with the Prompt Payment Act. Fax one copy to DOD/FPC Scott AFB IL at 614-701-2675 or toll free 855-293-0972 or DSN 791-2675. DOD/FPC Scott AFB IL prefers a faxed copy but will accept any hard copy that is mailed to Federal Payment Center, P.O. Box 25767, Scott AFB, IL 62225.

(b) (U) At the same time of submission of the invoice to the FPC vendor pay office, the contractor will fax one copy to [ENTER CO’s NAME and FAX NUMBER], and one copy to [ENTER THE COR’s, NAME AND FAX NUMBER]. The contractor shall ensure that the invoice submitted to the payment office is the same invoice that is submitted to the CO and COR, without alteration.

(c) (U) The COR will complete the receiving report and fax one copy to DoD/FPC Scott AFB IL at (614) 701-2675 or toll free at (855) 293-0972 or DSN 791-2675, and one copy to the CO shown on the face of this contract/order.

(d) (U) Contractors wishing to check the status of their vouchers should do so by calling Vendor Inquiry at (636) 321 -5251. In addition, questions may be directed to the contracting officer administering the contract. In the absence of an administrative contracting officer, contact the procurement contracting officer, whose name and contact information appears on the face page of this contract/order.

G.3 (U) NGA: GOVERNMENT REPRESENTATIVE (SEP 2003)

(a) (U) The Government may, upon contract award or thereafter, name representatives with titles such as Project Officer, Contracting Officer’s Representative, and so on. Such individuals will be named in writing by the Contracting Officer, with individual responsibilities set forth at that time.

(b) (U) In any event, no such named individual has the authority to issue any direction under this contract either technical or otherwise, which constitutes a change to the terms, conditions, price or delivery schedule of the contract. Only the Contracting Officer is authorized to alter the contract in any manner.

G.4 (U) NGA: CONTRACT ADMINISTRATION (SEP 2003)(MOD)

(U) The component listed in Block 16 of Standard Form 1449 of this contract will be the Contract Administration Office in performance of certain assigned contract administration functions of the Contracting Office in accordance with FAR 42.201. The Contract Administration Office (CAO) assigned responsibility for this contract will advise the contractor of any necessary instructions and procedures to be followed in dealing with any applicable Government offices

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

G.5 (U) NGA: PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (SEP 2003)

(U) In accordance with DFARS 204.7107, the following instructions are provided for payment of CLINs with multiple lines of accounting: FROM THE OLDEST LINES OF ACCOUNTING FIRST .

G.6 (U) ACCOUNTING AND APPROPRIATION DATA

This Table is UNCLASSIFIED

				Obligated	Cumulative
Action	CLIN	ACRN	Fund Cite	Funding	Total

[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
			Total	[Redacted]

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION H - Special Contract Requirements

H.1 (U) NGA: 5X52.209-9003 PROTECTION OF INFORMATION AND NONDISCLOSURE AGREEMENTS (JULY 2006)

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

(1) Protected Information and Computer Software means, unless specifically excluded by paragraph (2) below, all information and computer software, in any form or media, that in the course of performing work under this contract are disclosed to the Contractor, its subcontractors, or their employees, or to which those persons otherwise are given access to, by (i) NGA, (ii) other government agencies, (iii) foreign governments or (iv) other contractors while directly supporting NGA, which is accompanied by written legends identifying use or disclosure restrictions or disclosed under circumstances that the Contractor knows are subject to use or disclosure restrictions established in writing by the Government.

(2) (U) Protected Information and Computer Software does not include information that:

(i) (U) Has been released to the general public through no action of the undersigned in breach of this agreement or through no action of any other party in breach of any other obligation of confidentiality owing to the Government or the owner of the protected information or computer software;

(ii) (U) Has been lawfully obtained by the recipient outside the course of the performance of this contract;

(iii) (U) Has been properly licensed or provided directly by the owner (or other authorized source) of the information or computer software to the recipient to the extent so licensed or provided;

(iv) (U) Is owned by the recipient or was developed independently of the disclosure hereunder; or

(v) (U) Has been disclosed to the recipient by the Government with explicit authorization to use or disclose the information for another purpose, to the extent so authorized.

(b) (U) Use and disclosure restrictions. The Contractor shall use and disclose Protected Information and Computer Software only as necessary for the performance of the requirements of this contract. Protected Information and Computer Software may not be used or disclosed for any other purpose, including bid or proposal preparation or business marketing, without the written approval of the Contracting Officer. Furthermore, unless otherwise directed by the Contracting Officer, the Contractor shall comply with all restrictions set forth in any legends, licenses or instructions provided to the Contractor or accompanying Protected Information and Computer Software or other written directives of the Government known to the Contractor. The use and disclosure obligations imposed by this paragraph shall expire as follows:

(1) (U) There shall be no expiration date for the following Protected Information and Computer Software:

(i) (U) Technical data or computer software containing Limited Rights, Restricted Rights, Government Purpose Rights, Special License Rights, or Unlimited Rights legends;

(ii) (U) information or software marked Limited Distribution (LIMDIS);

(iii) (U) information or software marked Source Selection Information;

(iv) (U) contract proposal information marked pursuant to FAR 52.215-1(e) limiting its use for proposal evaluation purposes only;

(v) (U) information and computer software marked Contractor Proprietary or a similar legend;

(vi) (U) data known by the Contractor to be protected by the Privacy Act; and

(vii) (U) information and software marked Controlled Unclassified Information (CUI) or For Official Use Only (FOUO).

(2) (U) For other information or software accompanied at time of disclosure by a written legend identifying use or disclosure restriction time periods, the expiration date shall be as stated in or derived from the legend.

(3) (U) For all other Protected Information and Computer Software, the expiration date shall be 3 years from the date the information or software is first disclosed to the Contractor.

Notwithstanding the above obligations, the Contractor is not in breach of this agreement if the Contractor uses or discloses Protected Information and Computer Software in response to an order of a court or administrative body of competent jurisdiction, but only to the extent permitted by that authority and only if the Contractor gives the Contracting Officer, to the extent practical, notice of the tribunal’s order before the use or disclosure is made that allows NGA a reasonable time to object to the order.

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(c) (U) Unauthorized Use or Disclosure. The Contractor shall immediately notify the Contracting Officer of any unauthorized use or disclosure known by the Contractor of Protected Information and Computer Software in violation of the obligations contained in this clause.

(d) (U) Disposition. At the conclusion of performance of work under this contract, the Contractor shall immediately return to the Government all Protected Information and Computer Software in its possession. Furthermore, if an employee of the Contractor who has had access to Protected Information and Computer Software is terminated or reassigned and thus is no longer performing work under this contract, the Contractor shall immediately return all Protected Information and Computer Software in the employee’s possession. Moreover, if a Contractor’s employee is dedicated to support a specific NGA Office or Directorate or NGA program under this contract, but is subsequently reassigned to support another NGA Office or Directorate or NGA program under this contract, the Contractor shall immediately return all Protected Information or Computer Software in the employee’s possession previously furnished by the prior NGA Office or Directorate or NGA program. In lieu of returning Protected Information and Computer Software, the Contracting Officer or Contracting Officer’s representative may authorize the destruction of the information or the transfer of the information to another employee of the Contractor working under the contract. Finally, this clause shall not be interpreted as preventing the Contractor from retaining records required by statutes or other clauses of this contract, such as FAR 52.215-2 Audit and Records— Negotiations.

(e) (U) Third party beneficiaries. This clause is executed for the benefit of the Government and the owners of Protected Information and Computer Software. The Government and the owners of Protected Information and Computer Software (and their delegatees, successors and assignees) are third party beneficiaries of the obligations contained in this clause who, in addition to any other legal rights they may have, are intended to have the rights of direct action against the Contractor or any person to whom the Contractor has disclosed or released Protected Information and Computer Software, to seek damages from any breach of this clause, or to otherwise enforce this clause.

(f) (U) Duration. The above obligations imposed by this clause shall survive the termination or completion of this contract.

(g) (U) Classified Information. This clause is in addition to and in no manner abrogates requirements, obligations or remedies regarding the protection of classified information and does not supersede the requirements of any laws, regulations, other directives or nondisclosure agreements regarding classified information.

(h) (U) Other Restrictions. This agreement does not abrogate any other obligations currently placed upon the Contractor or which may be imposed upon the Contractor in the future by the Government or other persons; or remedies afforded those persons regarding those obligations.

(i) (U) Nondisclosure agreements. The Contractor shall require and ensure that each of its employees who may receive or be given access to Protected Information and Computer Software signs the nondisclosure agreement provided by attachment to this contract (Attachment 7) prior to the employee performing work under this contract covered by the nondisclosure agreement. The Contractor shall maintain copies of signed nondisclosure agreements for a period of at least three years after final payment under this contract. At the direction of the Contracting Officer, the Contractor shall make those agreements available for inspection by the Contracting Officer and will furnish the Contracting Officer copies of those agreements at no additional cost to the Government if requested by the Contracting Officer.

(j) (U) The Contractor shall include the substance of this clause in all subcontracts under this contract in which subcontractors may be disclosed or granted access to Protected Information and Computer Software.

H.2 (U) NGA: 5X52.37-9000 CONTRACTOR EMPLOYEE DATA FOR ACCESS TO NGA FACILITIES OR SENSITIVE SYSTEMS (OCT 2005)

1. (U) This clause defines the contractor’s responsibilities for providing accurate contractor data, and providing updates to that data, for NGA’s Human Capital Management System (HCMS). NGA requires that all contractors provide initial and timely updates to HCMS data for all personnel performing under this contract who have access to NGA facilities or sensitive systems, as determined by the contracting officer.

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

2. (U) The Contractor shall:

a. (U) Provide the Contracting Officers Representative (COR) a Point of Contact (POC) for providing and maintaining contractor personnel data for the HCMS database. The POC shall be provided to the COR, in writing, within 10 days of contract award (or modification inserting this clause). For contracts with an on-site Project Lead or Program Manager, this person shall serve as the POC.

b. (U) Provide the COR initial HCMS data for their personnel within 10 days of contract award or modification. The information that is to be provided for HCMS shall include: person’s full legal name, social security number, citizenship status, NGA contract number, prime contractor name, NGA location and organization where the person will be working, and a 24/7 emergency contact point for the contractor.

c. (U) Notify the COR of all contractor data changes within 10 days of the change. Changes include new or departing contractor personnel and any change to information provided in paragraph b above. If the contract number under which a contractor or its personnel work changes, the POC for the contract receiving the personnel shall notify the COR within 10 days of the change.

d. (U) Provide response to all inquiries made by NGA as to the validity and completeness of contractor data records in the HCMS database within two weeks of date of request.

e. (U) Ensure all employees attend in-processing and out-processing briefings.

H.3 (U) NGA: 5X45.592-9000 GOVERNMENT-FURNISHED LIMITED DISTRIBUTION MATERIALS (JUNE 2004)

(a) (U) Definition - LIMITED DISTRIBUTION (LIMDIS) materials mean any unclassified geospatial information and data or imagery distributed by or created by the National Geospatial-Intelligence Agency, as well as materials derived from National Geospatial-Intelligence Agency information and data that is marked or labeled as “LIMITED DISTRIBUTION” or “LIMDIS”.

(b) (U) Geospatial information and data or imagery identified as being “LIMITED DISTRIBUTION” are protected from public disclosure pursuant to Title 10, United States Code, Section 455. The Government may provide LIMITED DISTRIBUTION materials to the Contractor (or Subcontractor) for use in the performance of this contract.

(c) (U) In addition to the restrictions and obligations contained in the clause at DFARS 252.245-7000, “Government- Furnished Mapping, Charting, and Geodesy Property (December 1991),” the Contractor (or Subco ntractor) shall:

(1) (U) Grant access to LIMDIS materials to only those individuals having a need for access in the performance of this contract. In furtherance of this requirement, the contractor shall:

a. (U) Prohibit storage of LIMDIS materials on systems accessible by other individuals who do not require such access.

b. (U) Ensure that LIMDIS materials are not used to either demonstrate products or capabilities outside the scope of the contract or as a marketing tool.

c. (U) Ensure that LIMDIS materials are not used to create other products or derivative products.

d. (U) Prohibit the processing or transmission of LIMDIS materials on unencrypted or unsecured systems accessible by the public such as the World Wide Web.

e. (U) Ensure that LIMDIS materials are not displayed or made otherwise accessible to the public.

f. (U) Ensure that LIMDIS materials are not released, accessed by, or sold to foreign governments or international organizations.

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

g. (U) Take whatever additional measures are necessary to prevent unauthorized access to LIMDIS materials.

h. (U) Employ storage and inventory controls adequate to ensure that LIMDIS materials are protected from loss or unauthorized use or access.

(2) (U) Ensure each reproduction of LIMDIS materials includes the following LIMDIS caveat:

LIMITED DISTRIBUTION

Distribution authorized to DoD, IAW 10 U.S.C. § 130 & § 455. Release authorized to U.S. DoD contractors IAW 48 CFR § 252.245-7000. Refer other requests to Headquarters, NGA, ATTN: Release Officer, Mail Stop D-136. Destroy as “FOR OFFICIAL USE ONLY.” Removal of this caveat is prohibited.

(3) (U) Ensure LIMDIS materials that are no longer required for contract performance and chosen for destruction are destroyed by a method that prevents reconstruction of the materials to their original condition. Paper products should be destroyed by a method such as pulping, burning, or cross-cut shredding. Electronic media should be returned to the Contracting Officer or destroyed locally in a manner that prevents reconstruction of the media and abides by any environmental regulations.

(4) (U) Immediately submit a report to the Contracting Officer upon discovery that LIMDIS material has been lost, stolen, or disclosed to unauthorized persons. Follow-up reports containing additional facts will be provided immediately when those facts become known. The Contractor (and/or Subcontractor) shall provide an assessment of the extent to which LIMDIS material has been compromised and shall propose corrective action to limit the extent of compromise and to prevent a reoccurrence.

(d) (U) The Contractor shall include the terms and conditions of subparagraphs (a) through (c) of this provision in every subcontract.

H.4 (U) NGA: KEY PERSONNEL (SEP 2003) (MODIFIED)

(a) (U) The contractor shall assign to perform this contract those persons who are identified below or in the contractor’s proposal as key personnel. No substitutions of these key personnel shall be made except in accordance with this clause.

(b) (U) The contractor agrees that during the first 180 days of contract performance, no personnel substitutions will be made unless necessitated by an individual’s sudden illness, death, or termination of employment. In any of these events, the contractor shall promptly notify the Contracting Officer and provide the information required by paragraph (d) below.

(c) (U) After the initial 180 day period, the Contractor must provide notification of the substitution prior to removing the approved key personnel from performance. All proposed substitutions/additions must be submitted, in writing, to the Contracting Officer at least 14 days (60 days if security clearances are involved) in advance of the proposed substitution and provide the information required by paragraph (d) below.

(d) (U) All notifications regarding substitutions/additions must include a detailed explanation of the circumstances necessitating the proposed substitution or addition. All proposed substitutes/additions must have the required security clearances prior to taking the position and qualifications that meet or exceed the qualifications of the person to be replaced.

(e) (U) The personnel set forth below as proposed by the contractor, or identified in the contractor’s proposal a s key personnel, comprise the list of key personnel required to perform under this contract. The list may be modified in accordance with the above, to substitute or add personnel:

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

This Table is UNCLASSIFIED

Name		Title
[Redacted]		[Redacted]
		[Redacted]
[Redacted]		[Redacted]
[Redacted]		[Redacted]
[Redacted]		[Redacted]
[Redacted]		[Redacted]

H.5 (U) NGA: DISCLAIMER STATEMENT (SEP 2003)

(U) The technical report(s) prepared by the Contractor pursuant to this contract must include the following disclaimer : “The views, opinions, and findings contained in this report are those of the author(s) and should not be construed as an official Department of Defense position, policy, or decision, unless so designated by other official documentation.”

H.6 (U) NGA: 5X52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL, AND INITIALS (JUNE 2006)

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

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

H.7 (U) ORDERING PROCEDURES (CLIN Series 0x04)

(a) (U) Any supplies and services to be furnished under CLIN Series 0x04 this contract shall be ordered by issuance of orders by the individuals designated below. All orders are subject to the terms and conditions of this contract. In the event of conflict between the order and this contract, the contract shall control. The following individuals are designated as authorized ordering officers under this contract: All NGA Contracting Officers within the ACR Division.

(b) (U) General . Orders for supplies or services specified in CLIN Series 0x04 may be issued at any time during the effective period of this contract. The Contractor agrees to accept and perform orders issued by the Contracting Officer within the scope of this contract. It is understood and agreed that the Government has no obligation under the terms of this contract to issue any orders. Except as otherwise provided in any order, the Contractor shall furnish all materials and services necessary to accomplish the work specified in each order issued hereunder; provided, however, that this contract shall not be used for the furnishing of supplies or services which are covered by any “guaranty” or “warranty” clause(s) of the contract(s) under which the supplies were manufactured. All requirements of this contract shall be applicable to all orders issued hereunder. Each order shall be considered a separate binding contract as of its effective date. The Contractor shall segregate the costs incurred in the performance of any order issued hereunder from the costs of all other orders issued under this contract.

(c) (U) Ordering . Orders and revisions thereto shall be made in writing and be signed by any authorized Contracting Officer. Each order will:

(1) (U) Set forth detailed specifications or requirements for the supplies or services being ordered;

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(2) (U) Set forth quantities being ordered (if applicable);

(3) (U) Set forth preservation, packaging and packing instructions, if any; (4) (U) Set forth delivery or performance dates;

(5) (U) Designate the place(s) where or how inspection and acceptance will be made by the Government;

(6) (U) Set forth the firm price or price ceiling;

(7) (U) Set forth appropriation and accounting data for the work being ordered; (8) (U) Be dated;

(9) (U) Set forth the property, if any, to be furnished by the Government and the date(s) such property is to be delivered to the Contractor;

(10) (U) Set forth the disbursing office where payment is to be made and other applicable contract administration data;

(11) (U) Be issued on a Standard Form (SF) 30, SF 26 or a DD Form 1155; and

(12) (U) Set forth any other pertinent information.

(d) (U) The Contracting Officer will consider the factors listed below in determining the placement of requirements. The importance of the factors will vary depending on the nature of the task to be performed. Factors for consideration may include the following: ability to meet schedule; collection/delivery timeframes; delivery methods; imagery formats; performance under previous requirements; price/cost issues; and subcontracting plans. The Contracting Officer may utilize a contractor’s product and price schedule as well as product literature to determine whether an individual order is completed or awarded sole source. All competed orders will be awarded on a best-value to the government basis.

(e) (U) The Contracting Officer may request written or oral proposals, presentations or pricing information on a given task from each EnhancedView contract holder prior to issuance of an order. The Contracting Officer is not bound to either request such information, or notify contract holders of a requirement for services if, in the Contracting Officers opinion, a decision to award can be made without such notification.

(f) (U) Identification of the above factors does not preclude the Contracting Officer from awarding a requirement in accordance with Federal Acquisition Regulation 16.505(b)(2).

H.8 (U) NGA: 5X252.204-7000-90 PUBLIC RELEASE OF INFORMATION (APR 2004)

(U) Information pertaining to this contract shall not be released to the public except as authorized by the Contracting Officer in accordance with DFARS 252.204-7000, Disclosure of Information. Requests for approval to release information pertaining to this contract shall be submitted to the Contracting Officer by means of NGA Form 5230-1, National Geospatial- Intelligence Agency Request for Clearance for Public Release.

H.9 (U) NON-PUBLICITY

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

(U) Past Performance Information - Referencing Agency Contracts. This Contract may be listed as a reference for past performance purposes in offers submitted to agencies and organizations within the Intelligence Community. The Contractor shall obtain Contracting Officer Approval prior to releasing any information about this Contract outside the Intelligence Community.

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

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

H.10 (U) NGA: INSURANCE (SEP 2003)

(U) Pursuant to FAR 52.228-5, Insurance - Work on a Government Installation, the contractor shall acquire and maintain during the entire performance period of this contract, insurance of at least the following kinds and minimum amounts as set forth below:

(a) (U) Workman’s Compensation and Employer’s Liability Insurance: In accordance with amounts specified by the laws of the state in which the work is to be performed under this contract. In the absence of such state laws, an amount of $100,000 shall be required and maintained.

(b) (U) General Liability Insurance: Bodily injury liability in the minimum amount of $500,000 per occurrence.

(c) (U) Automobile Liability Insurance: In the amounts of at least $200,000 per person and $500,000 per occurrence for bodily injury and $20,000 per occurrence for property damage.

(d) (U) Aircraft public and passenger liability when aircraft are used in connection with performing the contract: $200,000 per person and $500,000 per occurrence for bodily injury other than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger liability and bodily injury shall be $200,000 multiplied by the number of seats or passengers, whichever is greater.

(U) Execution of this proposal/contract shall constitute certification that the contractor is in compliance with all contractual requirements and any applicable State or Federal laws with respect to insurance requirements.

H.11 (U) NGA: PERFORMANCE OF WORK ON GOVERNMENT PREMISES (SEP 2003)

(U) The rules and regulations, whether in effect now or to go into effect in the future, at the premises where services are t o be performed shall apply to the Contractor and its employees while working on the premises. These regulations include, but are not limited to: presenting valid identification for entrance, smoking restrictions, obtaining and using vehicle passes for a ll contractor-owned and/or privately owned vehicles, obeying posted directives, strict adherence to security and/or police directives, and safety procedures and directives.

H.12 (U) NGA: INTENTION TO USE CONSULTANTS (SEP 2003)

(a) (U) The government intends to use the consultant contractor(s) listed below for technical and review services during the term of this contract. Although the contractor(s) shall not have the right to provide technical direction, they may attend technical reviews, participate in technical interchange meetings, witness production, and provide test and inspection support, and other related services such as cost-risk-schedule trade-off analysis. The contractor(s) will require access to program- related facilities and documentation including administrative or business information such as cost information.

(b) (U) Contractor business or proprietary data shall not be made available to the consultant contractor(s) until a protective agreement(s) are executed between the consultant and the prime contractor and any necessary sub -contractors, and evidence of such agreement(s) is made available to the Government.

(d) (U) Contractors providing consulting services are:

[**Redacted**]

H.13 (U) NGA: 5X45.102-9000 GOVERNMENT FURNISHED ACCOUNTABLE PROPERTY (MAY 2003)

(U) Government Furnished Accountable Property (Contract Attachment 3, Government Furnished Property List)

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

1. (U) Definitions

a. (U) Accountable Government Furnished Property. Accountable Government furnished property includes end items identified as NGA’s that are provided to a third party. This does not include components of end items, consumable items, or information furnished to a contractor. Reference DoDI 5000.64, paragraph 5.3.1 Aug 02.

b. (U) Government Furnished Property Record (GFPR). A list that specifies Government accountable property furnished to the contractor under a specific contract per FAR 45.5. The following information elements are included on the GFPR, as applicable:

(1) (U) Contract number

(2) (U) Manufacturer’s name

(3) (U) Serial number

(4) (U) Model number

(5) (U) Nomenclature

(6) (U) Specific location of accountable property

(7) (U) Acquisition cost/Unit Price

(8) (U) Date received/Posting Date/Reference of Transaction

(9) (U) Quantity Received, Issued and on-hand

(10) (U) Barcode Label Numbers (as provided by NGA)

(11) (U) Disposition

2. (U) Contractor Responsibilities.

a. (U) Prime Contractors and subcontractors shall physically inventory all NGA Government furnished property in its possession, on an annual basis. Personnel who perform the physical inventory shall not be the same individuals who maintain the property records or have custody of the property unless the contractor’s operation is too small to do otherwise.

b. (U) The prime contractor shall provide NGA with a GFPR of all Government Furnished Accountable property for each contract and subcontract that involves Government Furnished Accountable Property.

c. (U) The contractor shall include on the GFPR the applicable identifying elements as indicated in paragraph 1.b.

d. (U) All NGA supplied accountable property must be identified with a NGA identification barcode label. If an item received was not previously barcoded by NGA, the contractor shall request barcode labels within 60 days of receipt of the item. Requests shall include all identifying elements defined in paragraph l.b and be addressed to:

(1) (U) Original request: NGA, SIOL, Mail Stop N82-SIOL, 7500 GEOINT Drive, Springfield, VA 22150

(2) (U) Copy of request: NGA Contracting Officer (or Administrative Contracting Officer if property accountability has been so delegated) in accordance with the address provided in the applicable contract.

e. (U) GFPRs shall be updated as required and submitted annually, from contract award, to the following addressees:

(1) (U) NGA SIOMP (same address as above), and

(2) (U) NGA Contracting Officer (or Administrative Contracting Officer if property accountability has been so delegated? in accordance with the address provided in the applicable contract.

3. (U) Government Responsibilities. After receipt of a proper request for barcode labels:

a. (U) NGA SIOMP will provide the contractor the barcode labels to be affixed to each item of accountable property, and

b. (U) The NGA Contracting Officer (or Administrative Contracting officer) will update the contract accordingly.

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

4. (U) Contractor acquired property is government property not government furnished property, see definitions at FAR 45.101(a). Contractor acquired property shall be controlled and reported in accordance with FAR 45.5 and any additional FAR/DFARS property clause requirements.

5. (U) Property disposition shall be accomplished per FAR 46.6, any applicable FAR/DFARS clause, or contracting officer instructions.

6. (U) A written contract modification is required to increase or decrease government furnished property on a contract. Distribution of the basic contract and modification(s) is mandatory and shall to be made to the SIOMP.

H.14 (U) NGA: 5X52.227-9001 ACTIVITIES THAT AFFECT U.S. PERSONS (DEC 2004)

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

H.15 (U) NGA: 5X52.207-9000 DOD BASE REALIGNMENT AND CLOSURE (APR 2008)

(U) While NGA continues to transform its processes and systems for the geospatial intelligence (GEOINT) mission, the Agency will soon begin an even more visible change: consolidating its Eastern facilities. In accordance with the Department of Defense Base Realignment and Closure (BRAC) actions that became law in November 2005, NGA will consolidate Eastern operations in the Springfield, Virginia area on Fort Belvoir North Area by September 15, 2011. As NGA moves to this New Campus East, it will close its primary sites in Bethesda, Reston, and the Washington Navy Yard, in addition to relocating smaller NGA functions.

H.16 (U) NGA: 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS & CLOSURE OF NGA (OCT 2008) (MODIFIED)

(a) (U) The National Geospatial-Intelligence Agency observes the following days as Federal holidays

		This Table is UNCLASSIFIED

New Year’s Day		January 1st
Martin Luther King’s Birthday		3rd Monday in January
Presidents Day		3rd Monday in February
Memorial Day		Last Monday in May
Independence Day		July 4th
Labor Day		1st Monday in September
Columbus Day		2nd Monday in October
Veterans Day		November 11th
Thanksgiving Day		4th Thursday in November
Christmas Day		December 25th
Inauguration Day (Washington DC Metropolitan Area only)		January 20th after each leap year

(U) Any other day designated by Federal law, Executive Order, or Presidential Proclamation.

(b) (U) When any such day falls on a Saturday or Sunday, the following Monday is observed. Observance of such days by Government personnel shall not be cause for additional period of performance or entitlement to compensation except as set forth in the contract. If the contractor’s personnel work on a holiday, no form of holiday or other premium compensation wil l be reimbursed either as a direct or indirect cost, unless authorized pursuant to an overtime clause elsewhere in the contract.

1) (U) Granting administrative leave to non-essential NGA personnel (e.g., unanticipated holiday);

2) (U) Inclement weather;

3) (U) Failure of Congress to appropriate operation funds;

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

4) (U) Continuity of Operations (COOP) training exercises;

5) (U) Or any other reason deemed appropriate by the D/NGA.

(d) (U) In such cases, contractor personnel not classified as essential under the contract (i.e., not performing critical round- the-clock services/tasks or who are not already on duty at the facility), shall not report to the facility. Contractor personnel already present shall be requested to leave the facility.

(e) (U) Performance of round-the-clock operations: At the direction of the Contracting Officer; the contractor agrees to continue to provide sufficient personnel to meet requirements of critical tasks already in operation, or scheduled for performance during the period in which NGA employees are dismissed or the facility has been closed prior to the commencement of normal operations. Contractor personnel should contact their respective home offices to determine their company’s respective policies on charging contracts during unscheduled closures.

H.17 (U) SECURITY REQUIREMENTS - CONTRACT CLASSIFICATION

[**Redacted**]

H.18 (U) ORGANIZATIONAL CONFLICT OF INTEREST

(a) (U) The term “organizational conflict of interest” means that because of other activities or relationships with other persons, a person is unable to or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. The term “person” includes a business organization.

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

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

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

H.19 (U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING

[**Redacted**]

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

[**Redacted**]

H.20 (U) WARRANTY

(U) The Contractor provides a limited warranty for 30 days that the Products delivered will be of the area of interest ordered and the media used to carry the Products will be free from physical or material defects. The Contractor’s sole liability shall be to replace the media if the media (not the software or data encoded thereon) is defective and NGA returns such to the Contractor within 30 days of delivery. WITH THE EXCEPTION OF THE PROCEEDING WARRANTY, AND IRRESPECTIVE OF ANY OTHER TERM IN THIS CONTRACT TO THE CONTRACT, THE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. THE CONTRACTOR DOES NOT WARRANT THAT THE PRODUCTS WILL MEET NGA’S NEEDS OR EXPECTATIONS, OR THAT OPERATIONS OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED. NO INFORMATION PROVIDED BY THE CONTRACTOR OR ITS AGENTS, EMPLOYEES, OR ITS RESELLERS OR DISTRIBUTORS SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY, AND NGA IS NOT ENTITLED TO RELY ON ANY SUCH INFORMATION. Nothing in this clause impacts the Government’s rights under the inspection and acceptance clauses of this contract.

H.21 (U) EXPORT CONTROL AND ASSIGNMENT OF PERSONNEL

(U) The Contractor shall comply with the restrictions required by Executive Order 12470, the Arms Export Control Act (Title 22, USC)(Sec 275), the International Traffic in Arms Regulation (ITAR), or DoD directive 5230.25, Withholding of Unclassified Technical Data from Public Disclosure.

(U) The Contractor shall provide the Contracting Officer the identity of foreign nationals (other than those lawfully admitted into the U.S. for permanent residence) whom the Contractor intends to use in support of this contract for Government review no less than 30 calendar days prior to their proposed start. If the contractor determines an applicable ITAR exemption requires action by the Government, including but not limited to 22 CFR 125.4(b)(1), the exemption request shall be provided with submittal of the name. Only foreign nationals approved in writing by the Contracting Officer shall be permitted to work on this contract.

H.22 (U) EMERGENCIES, DISASTERS, AND HUMANITARIAN EFFORTS

(a) (U) In support of emergencies, disasters, and humanitarian efforts, the NGA may disseminate and/or post on open web sites imagery licensed under this contract regardless of whether the recipients are within the NextView license user groups. The imagery will contain the copyright notice and the NextView license notice. After 30 days, the imagery will be handled in accordance with the NextView license.

(b) (U) The contractor will be given notice within 24 hours after the start of the dissemination/posting of imagery under the authority of this clause.

(c) (U) If the contractor does not believe the situation constitutes an emergency, disaster, or humanitarian effort, the contractor has 24 hours after receiving notice to object to the dissemination/posting of the imagery under the authority of this clause. If the parties cannot reach agreement, the matter will be resolved in accordance with the Disputes Clause and the other terms and conditions of this contract.

H.23 (U) NextView IMAGERY END USER LICENSE AGREEMENT

a. (U) General Terms

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

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

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

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

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

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

b. (U) Licensed Users

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

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

State Governments

Local Governments

Foreign Governments and inter-governmental organizations

Non-Governmental Organization’s (NGO) and other non-profit organizations

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

H.24 (U) EXERCISE OF OPTIONS

a. (U) The Government has the unilateral right to exercise any option under this contract by a contract modification signed by the Contracting Officer. The Government may exercise from time to time some or all the option CLINs. An option will be exercised by issuance of a modification prior to the end of the current contract period. [**Redacted**].

b. (U) If exercised, Option CLINs 0301, 0401, 0501, 0601, 0701, 0801, and 0901, SLA for Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity) will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised. The Option level exercised by the Government will dictate the capacity of the DigitalGlobe constellation.

c. [**Redacted**]

d. [**Redacted**]

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

e. (U) If exercised, Option CLINs 0304, 0404, 0504, 0604, 0704, 0804, and 0904 Value-Added Products and Services will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised.

f. (U) If exercised, Option CLINs 0305, 0405, 0505, 0605, 0705, 0805, and 0905 Physical Media Delivery will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised.

g. (U ) If exercised, Option CLINs 0306, 0406, 0506, 0606, 0706, 0806, and 0906 System Engineering Services Support will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, a s appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised.

[**Redacted**]

H.25 [**Redacted**]

[**Redacted**]

H.26 [**Redacted**]

H.27 [**Redacted**]

H.28 [**Redacted**]

H.29 [**Redacted**]

H.30 [**Redacted**]

H.31 [**Redacted**]

[**Redacted**]

[Redacted]		[Redacted]		[Redacted]
[Redacted]		Contract Award (06 August 2010, RE: Contract HM0210-10-C-0002)		0

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

[**Redacted**]

[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]

[**Redacted**]

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

[**Redacted**]

	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION I - Contract Clauses

I.1 (U) FAR 52.204-2 SECURITY REQUIREMENTS. (AUG 1996)

I.2 (U) FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER. (AUG 2000)

I.3 (U) FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION. (APR 2008)

I.4 (U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (MAR 2009)

I.5 (U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (MAR 2009) - ALTERNATE I (OCT 2008) ( Applicable to CLIN 0x05 and CLIN 0x06 series only )

Fill-in for paragraph (a)(4): [Portion of labor rate attributable to profit: As negotiated for individual tasks.]

I.6 (U) FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL ITEMS. (APR 2010)

(a) (U) 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) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78).

(b) (U) 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 acquisition s of commercial items: Contracting Officer check “ x ” as appropriate.

x (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

x (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

o (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (MAR 2009) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

o (4) 52.204-11, American Recovery and Reinvestment Act—Reporting Requirements (MAR 2009) (Pub. L. 111-5).

o (5) 52.219-3, Notice of Total HUBZone Set-Aside (JAN 1999) (15 U.S.C. 657a).

x (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JUL 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

o (7) Reserved.

o (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (JUN 2003) (15 U.S.C. 644).

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

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

o (iii) Alternate II (MAR 2004) of 52.219-6.

o (9)(i) 52.219-7, Notice of Partial Small Business Set-Aside (JUN 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.

x (10) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637 (d)(2) and (3)).

o *(11)(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (15 U.S.C. 637(d)(4).

* See Clause I.34 for DoD Deviation to this Clause.

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

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

o (12) 52.219-14, Limitations on Subcontracting (DEC 1996) (15 U.S.C. 637(a)(14)).

x (13) 52.219-16, Liquidated Damages—Subcontracting Plan (JAN 1999) (15 U.S.C. 637(d)(4)(F)(i)).

o (14)(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 (JUN 2003) of 52.219-23.

o (15) 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 (16) 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 (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004)(15 U.S.C. 657 f).

x (18) 52.219-28, Post Award Small Business Program Representation (APR 2009) (15 U.S.C. 632(a)(2)).

x (19) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

x (20) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (AUG 2009) (E.O. 13126).

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

x (22) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

x (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

x (24) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

x (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

x (26) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

o (27)(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)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

o (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

o (28) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

o (29)(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 (30) 52.225-1, Buy American Act - Supplies (FEB 2009) (41 U.S.C. 10a-10d).

o (31)(i) 52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (JUN 2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, and 110-138).

o (ii) Alternate I (JAN 2004) of 52.225-3.

o (iii) Alternate II (JAN 2004) of 52.225-3.

o (32) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

x (33) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

o (34) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

o (35) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

o (36) 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 (37) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

x (38) 52.232-33, Payment by Electronic Funds Transfer - Central Contractor Registration (OCT 2003) (31 U.S.C. 3332).

o (39) 52.232-34, Payment by Electronic Funds Transfer - Other than Central Contractor Registration (MAY 1999) (31 U.S.C. 3332).

o (40) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

x (41) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

o (42)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

1241(b) and 10 U.S.C. 2631).

o (ii) Alternate I (APR 2003) of 52.247-64

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

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) (SEP 2009) (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 (SEP 2009) (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 (FEB 2009) (41 U.S.C. 351, et seq.).

o (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110-247).

o (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).

(d) (U) 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 cont ract.

(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 specifie d in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally reso lved.

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

(e)(1) (U) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(ii) 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 subcontra ctor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iii) Reserved.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212).

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

(vii) Reserved.

(viii) 52.222-41, Service Contract Act of 1965 (NOV 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (Aug 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 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.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services- Requirements (FEB 2009)(41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employment Eligibility Verification (Jan 2009).

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009) (Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 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.

I.7 (U) FAR 52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA - MODIFICATIONS. (OCT 1997)

I.8 (U) FAR 52.216-22 INDEFINITE QUANTITY. (OCT 1995) ( Applicable to CLIN Series 0x04 and 0x05 )

(a) (U) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) (U) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(c) (U) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) (U) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided , that the Contractor shall not be required to make any deliveries under this contract after April 30, 2022.

I.9 (U) FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 90 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least o days ( 60 days unless a different number of days is inserted) before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 10 years.

I.10 (U) FAR 52.227-1 AUTHORIZATION AND CONSENT. (DEC 2007) Alternative I (APR 1984)

I.11 (U) FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT. (DEC 2007)

I.12 (U) FAR 52.232-11 EXTRAS. (APR 1984)

I.13 (U) FAR 52.243-1 CHANGES - FIXED-PRICE. (AUG 1987)

I.14 (U) FAR 52.243-7 NOTIFICATION OF CHANGES. (APR 1984)

(a) (U) Definitions. “Contracting Officer,” as used in this clause, does not include any representative of the Contracting Officer.

(U) “Specifically Authorized Representative (SAR),” as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this paragraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) (U) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing promptly, within 7 calendar days (with a copy to the COR) (to be negotiated) calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state

(1) (U) The date, nature, and circumstances of the conduct regarded as a change;

(2) (U) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;

(3) (U) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) (U) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(5) (U) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including -

(i) (U) What contract line items have been or may be affected by the alleged change;

(ii) (U) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) (U) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) (U) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) (U) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s notice to minimize cost, delay or disruption of performance.

(c) (U) Continued performance. Following submission of the notice required by paragraph (b) of this clause, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communicatio n from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in paragraph (b) of this clause, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing promptly and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall promptly countermand any action which exceeds the authority of the SAR.

(d) (U) Government response. The Contracting Officer shall promptly, within o (to be negotiated) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either -

(1) (U) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

(2) (U) Countermand any communication regarded as a change;

(3) (U) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or

(4) (U) In the event the Contractor’s notice information is inadequate to make a decision under paragraphs (d)(1), (2), or (3) of this clause, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond.

(e) (U) Equitable adjustments . (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor’s cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made -

(i) (U) In the contract price or delivery schedule or both; and

(ii) (U) In such other provisions of the contract as may be affected.

(2) (U) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor’s failure to provide notice or to continue performance as provided, respectively, in paragraphs (b) and (c) of this clause.

(U) Note: The phrases “contract price” and “cost” wherever they appear in the clause, may be appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations thereof.

I.15 (U) FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS. (APR 2010)

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

“Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions.

“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) (U) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) (U) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000 and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 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.

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212(a)).

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

(viii) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

(ix) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247 -64.

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

(d) (U) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

I.16 (U) FAR 52.245-1 GOVERNMENT PROPERTY. (JUN 2007)

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

I.17 (U) FAR 52.245-9 USE AND CHARGES. (JUN 2007)

I.18 (U) FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)

(U) 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 this/these address(es): http://farsite.hill.af.mil/ vffara.htm and http://farsite.hill.af.mil/ vfdara.htm

I.19 (U) FAR 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

I.20 (U) DFARS 252.201-7000 CONTRACTING OFFICER’S REPRESENTATIVE. (DEC 1991)

I.21 (U) DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (JAN 2009)

I.22 (U) DFARS 252.204-7000 DISCLOSURE OF INFORMATION. (DEC 1991)

(a) (U) The Contractor shall not release to anyone outside the Contractor’s organization any unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless —

(1) (U) The Contracting Officer has given prior written approval; or

(2) (U) The information is otherwise in the public domain before the date of release.

(b) (U) Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The Contractor shall submit its request to the Contracting Officer at least 45 days before the proposed dat e for release.

(c) (U) The Contractor agrees to include a similar requirement in each subcontract under this contract. Subcontractors shall submit requests for authorization to release through the prime contractor to the Contracting Officer.

I.23 (U) DFARS 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT. (APR 1992)

I.24 (U) DFARS 252.204-7004 ALTERNATE A, CENTRAL CONTRACTOR REGISTRATION. (SEP 2007)

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

(U) “Central Contractor Registration (CCR) database” means the primary Government repository for contractor information required for the conduct of business with the Government.

(U) “Commercial and Government Entity (CAGE) code” means—

(1) (U) A code assigned by the Defense Logistics Information Service (DLIS) to identify a commercial or Government entity; or

(2) (U) A code assigned by a member of the North Atlantic Treaty Organization that DLIS records and maintains in the CAGE master file. This type of code is known as an “NCAGE code.”

(U) “Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

(U) Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4- character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11 of the Federal Acquisition Regulation) for the same parent concern.

(U) “Registered in the CCR database” means that—

(1) (U) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database;

(2) (U) The Contractor’s CAGE code is in the CCR database; and

(3) (U) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service, and has marked the records “Active.” The Contractor will be required to provide consent for TIN validation to the Government as part of the CCR registration process.

I.25 (U) DFARS 252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITIES. (NOV 2001)

I.26 (U) DFARS 252.204-7006 BILLING INSTRUCTIONS. (OCT 2005)

I.27 (U) DFARS 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY. (DEC 2006)

I.28 (U) DFARS 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (APR 2010)

(a) (U) The Contractor agrees to comply with the following Federal Acquisition Regulation (FAR) clause which, if checked, is included in this contract by reference to implement a provision of law applicable to acquisitions of commercial items or components.

x 52.203-3, Gratuities (APR 1984) (10 U.S.C. 2207).

(b) (U) The Contractor agrees to comply with any clause that is checked on the following list of Defense FAR Supplement clauses which, if checked, is included in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items or components.

(1) x 252.203-7000, Requirements Relating to Compensation of Former DoD Officials (JAN 2009) (Section 847 of Pub. L. 110-181).

(2) o 252.205-7000, Provision of Information to Cooperative Agreement Holders (DEC 1991) (10 U.S.C. 2416).

(3) x * 252.219-7003, Small Business Subcontracting Plan (DoD Contracts) (APR 2007) (15 U.S.C. 637).

* See Clause I.34 for DoD Deviation to this Clause.

(4) x * 252.219-7004, Small Business Subcontracting Plan (Test Program) (AUG 2008) (15 U.S.C. 637 note).

* See Clause I.34 for DoD Deviation to this Clause.

(5) o 252.225-7001, Buy American Act and Balance of Payments Program (JAN 2009) (41 U.S.C. 10a-10d, E.O. 10582).

(6) o 252.225-7008, Restriction on Acquisition of Specialty Metals (JUL 2009) (10 U.S.C. 2533b).

(7) o 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (JUL 2009) (10 U.S.C. 2533b).

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(8) x 252.225-7012, Preference for Certain Domestic Commodities (DEC 2008) (10 U.S.C. 2533a).

(9) o 252.225-7015, Restriction on Acquisition of Hand or Measuring Tools (JUN 2005) (10 U.S.C. 2533a).

(10) o 252.225-7016, Restriction on Acquisition of Ball and Roller Bearings (MAR 2006) (Section 8065 of Public Law 107-117 and the same restriction in subsequent DoD appropriations acts).

(11)(i) x 252.225-7021, Trade Agreements (NOV 2009) (19 U.S.C. 2501-2518 and 19 U.S.C. 3301 note).

(ii) o Alternate I (SEP 2008).

(12) o 252.225-7027, Restriction on Contingent Fees for Foreign Military Sales (APR 2003) (22 U.S.C. 2779).

(13) o 252.225-7028, Exclusionary Policies and Practices of Foreign Governments (APR 2003) (22 U.S.C. 2755).

(14)(i) o 252.225-7036, Buy American Act—Free Trade Agreements—Balance of Payments Program (JUL 2009) (41 U.S.C. 10a-10d and 19 U.S.C. 3301 note).

(ii) o Alternate I (JUL 2009) of 252.225-7036.

(15) o 252.225-7038, Restriction on Acquisition of Air Circuit Breakers (JUN 2005) (10 U.S.C. 2534(a)(3)).

(16) x 252.226-7001, Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004) (Section 8021 of Pub. L. 107-248 and similar sections in subsequent DoD appropriations acts).

(17) x 252.227-7015, Technical Data—Commercial Items (NOV 1995) (10 U.S.C. 2320).

(18) x 252.227-7037, Validation of Restrictive Markings on Technical Data (SEP 1999) (10 U.S.C. 2321).

(19) x 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports (MAR 2008) (10 U.S.C. 2227).

(20) x 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(21) x 252.243-7002, Requests for Equitable Adjustment (MAR 1998) (10 U.S.C. 2410).

(22) o 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (JUL 2009) (Section 884 of Public Law 110-417).

(23)(i) x 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(ii) o Alternate I (MAR 2000) of 252.247-7023.

(iii) o Alternate II (MAR 2000) of 252.247-7023.

(iv) o Alternate III (MAY 2002) of 252.247-7023.

(24) o 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

(c) (U) In addition to the clauses listed in paragraph (e) of the Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items clause of this contract (FAR 52.212-5), the Contractor shall include the terms of the following clauses, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(1) 252.237-7019, Training for Contractor Personnel Interacting with Detainees (SEP 2006) (Section 1092 of Public Law 108-375).

(2) 252.247-7003, Pass-Through of Motor Carrier Fuel Surcharge Adjustment to the Cost Bearer (JUL 2009) (Section 884 of Public Law 110-417).

(3) 252.247-7023, Transportation of Supplies by Sea (MAY 2002) (10 U.S.C. 2631).

(4) 252.247-7024, Notification of Transportation of Supplies by Sea (MAR 2000) (10 U.S.C. 2631).

I.29 (U) DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA—NONCOMMERCIAL ITEMS. (NOV 1995) [**Redacted**]

* (U) See Contract Attachment 5, List of Data Delivered with Government Purpose Rights, and Contract Attachment 6, List of Data with Limited Rights.

I.30 (U) DFARS 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION. (JUN 1995) [**Redacted**]

* (U) See Contract Attachment 5, List of Data Delivered with Government Purpose Rights, and Contract Attachment 6, List of Data with Limited Rights.

I.31 (U) DFARS 252.232-7007 LIMITATION OF GOVERNMENT’S OBLIGATION. (MAY 2006)

(a) (U) Contract line item(s) ( See Section B, Total Contract Price/Total Contract Funding ) through ( See Section B, Total Contract Price/Total Contract Funding ) are incrementally funded. For these item(s), the sum of $( See Section B, Total Contract Price/Total Contract Funding ) of the total price is presently available for payment and allotted to this contract. An allotment schedule is set forth in paragraph (j) of this clause.

(b) (U) For item(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of those item(s) for the Government’s convenience, approximates the total amount currently allotted to the contract. The Contractor is not authorized to continue work on those item(s) beyond that point. The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of anything to the contrary in the clause entitled “Termination for Convenience of the Government.” As used in this clause, the total amount payable by the Government in the event of termination of applicable contract line item(s) for convenience includes cost, profit, and estimated termination settlement costs for those items(s).

(c) (U) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this clause, the Contractor will notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state (1) the estimated date when that point will be reached and (2) an estimate of additional funding, if any, needed to continue performance of applicable line items up to the next scheduled date for allotment of funds identified in paragraph (j) of this clause, or to a mutually agreed upon substitute date. The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for subsequent period as may be specified in the allotment schedule in paragraph (j) of this clause, or otherwise agreed to by the parties. If after such notification additional funds are not allotted by the date identified in t he Contractor’s notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not be allotted, pursuant to the clause of this contract entitled “Termination for Convenience of the Government.”

(d) (U) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a) of this clause the parties will agree as to the period of contract performance which will be covered by the funds. The

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

provisions of paragraph (b) through (d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) (U) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, 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 will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause entitled “Disputes.”

(f) (U) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a) of this clause.

(g) (U) The termination provisions of this clause do not limit the rights of the Government under the clause entitled “Default.” The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a) of this clause. This clause no longer applies once the contract is fully funded except with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) or (e) of this clause.

(h) (U) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled “Termination for Convenience of the Government.”

(i) (U) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. 1342.

(j) (U) The parties contemplate that the Government will allot funds to this contract in accordance with the following schedule: Quarterly by Government Fiscal Year .

I.32 (U) DFARS 252.232-7010 LEVIES ON CONTRACT PAYMENTS. (DEC 2006)

I.33 (U) DFARS 252.243-7001 NOTICE OF CONTRACT MODIFICATIONS. (DEC 1991)

I.34 (U) SUBCONTRACTING REPORTING SYSTEM

(U) In accordance with DoD Class Deviation 2008-O0008 dated 12 Feb 2009, as stated in DFARS 219.708(b)(1)(B), the following clauses are authorized for use in lieu of the FAR and DFARS clauses. The full text of all the below Deviation Clauses may be obtained using the link to the Class Deviation provided at DFARS 219.708(b)(1)(B).

a. (U) In reference to FAR Clause provided at I.6, FAR 52.212-5(b)(11); 52.219-9, Small Business Subcontracting Plan (DEVIATION) applies in lieu of FAR Clause 52.219-9, Small Business Subcontracting Plan (APR 2008).

b. (U) In reference to DFARS Clause provided at I.27, 252.212-7001(c)(3); 252.219-7003, Small Business Subcontracting Plan (DoD Contracts)(DEVIATION) applies in lieu of 252.219-7003, Small Business Subcontracting Plan (DoD Contracts).

c. (U) In reference to DFARS Clause provided at I.27, 252.212-7001(c)(4); use 252.219-7004, Small Business Subcontracting Plan (Test Program) applies in lieu of 252.219-7004, Small Business Subcontracting Plan (Test Program) (AUG 2008).

d. (U) All the above clauses that apply are incorporated by reference.

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

I.35 (U) DFARS 252.217-7027 CONTRACT DEFINITIZATION (OCT 1998)

(a) A firm fixed price contract action is contemplated. The Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses required by law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms, and conditions. The Contractor agrees to submit a fixed-price proposal and cost or pricing data supporting its proposal.

(b) The schedule for definitizing this contract action is as follows:

		Planned Date
Change Order Executed
Request For Proposal/Engineering Change Proposal Issued
Qualifying Proposal Received
Negotiation Start Date
Change Order Definitized

(c) If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by the target date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with Subpart 15. 4 and Part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.

(1) After the Contracting Officer’s determination of price or fee, the contract shall be governed by:

(i) All clauses required by the FAR on the date of execution of this undefinitized contract action for either fixed - price or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

(ii) All clauses required by law as of the date of the Contracting Officer’s determination; and

(iii) Any other clauses, terms, and conditions mutually agreed upon.

(2) To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in this undefinitized contract action shall continue in effect, except those that by their nature apply only to an undefinitized contract action.

(d) The definitive contract resulting from this undefinitized contract action will include a negotiated firm-fixed price in no event to exceed $ .

I.36 (U) FAR 52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $ dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is $ dollars.

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

	UNCLASSIFIED//FOR OFFICIAL USE ONLY
	WHEN SEPARATED FROM ATTACHMENT 1	HM0210-13-C-N002

(U) SECTION J - List of Documents Exhibits and Other Attachments

J.1 (U) LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

This Table is UNCLASSIFIED

Attachment	Description	Date
1	EnhancedView Imagery Acquisition Statement of Work (SOW)	April 23, 2013
2	DD Form 254, Contract Security Classification Specification, Revision 4	June 20, 2013
3	Government Furnished Property List	July 6, 2010
4	Small Business Subcontracting Plan	July 6, 2010
5	List of Data Delivered with Government Purpose Rights	July 6, 2010
6	List of Data with Limited Rights	July 6, 2010
7	Nondisclosure Agreement

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

UNCLASSIFIED

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT		PAGE OF	PAGES
		1	I	3

11. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NO.

P00001

3. EFFECTIVE DATE

09/25/2013

4. REQUISITION/PURCHASE REQ. NO. ,

See Schedule

5. PROJECT NO. (If applicable)

6. ISSUED BY

CODE

HM0210

[ **Redacted**]

7. ADMINISTERED BY (If other than Item 6)

CODE

[**Redacted**]

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

D IGITALGLOBE, INC.
A ttn: DIGITALGLOBE, INC.
1601 DRY CREEK DRIVE SUITE 260
L ONGMONT CO 805036493

CODE	1CGQ7	FACILITY CODE

	9A. AMENDMENT OF SOLICITATION NO.

	9B. DATED (SEE ITEM 11)

x	10A. MODIFICATION OF CONTRACT/ORDER NO.
	HM021013CN002

	10B. DATED (SEE ITEM 13)

	07/30/2013

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)		Net Increase: [ Redacted ]
[Redacted]

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

CHECK ONE	A	THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 1OA.

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

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

	D.	OTHER (Specify type of modification and authority)

x	Incremental Funding IAW Paragraph B.10

E. IMPORTANT:

Contractor x is not. Disrequired to sign this document and return 0 copies to the issuing office.

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

Tax ID Number:		31-1420852
DUNS Number:		789638418

The purpose of this modification is to provide incremental funding in the amount of [**Redacted**] under CLIN 0301. Total funding obligated under the contract increases by [**Redacted**] from [**Redacted**] to [**Redacted**] . The total value of the contract remains unchanged.

1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.7 Total Contract Price/Total Contract Funding (see change pages 21 and 23):

a. Under CLIN Series 0300, CLIN 0301, the Obligated Amount column is increased by Continued ...

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 1OA, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

15B. CONTRACTOR/OFFEROR


(Signature of person authorized to sign)

15C. DATE SIGNED

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

[Redacted ]

16C. DATE SIGNED

09/25/2013

NSN 7540-01-152-8070		STANDARD FORM 30 (REV. 10-83)
Previous edition unusable		Prescribed by GSA
		FAR (48 CFR) 53.243

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

UNCLASSIFIED

CONTINUATION SHEET	REFERENCE NO. OF DOCUMENT BEING CONTINUED	PAGE	OF
CONTINUATION SHEET	HM021013CN002/P00001	2	3

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.
(A)

SUPPLIES/SERVICES
(B)

QUANTITY
(C)

UNIT
(D)

UNIT PRICE
(E)

AMOUNT
(F)

[**Redacted**] from [ **Redacted**] to

[**Redacted**] . The Unfunded Amount column is decreased by [ **Redacted**] from [ **Redacted**] to [ **Redacted**] . The Maximum Total Price is unchanged.

b. Under CLIN Series 0300, Subtotal Contract Year 4, the Obligated Amount column is increased by [ **Redacted**] from [ **Redacted**] to [**Redacted**] . The Unfunded Amount column is decreased by [ **Redacted**] from [ **Redacted**] to [ **Redacted**] . The Maximum Total Price is unchanged.

e. Under Total Contract Value with Options, the Obligated Amount column is increased by [**Redacted**] from [ **Redacted**] to [**Redacted**] . The Unfunded Amount column is decreased by [ **Redacted**] from [ **Redacted**] to [ **Redacted**] . The Maximum Total Price column is unchanged.

2. Under Section G, Contract Administration Data, Paragraph G.6, Accounting and Appropriation Data, the table is revised to reflect [ **Redacted**] obligation under CLIN 0301. See change page 33.

Discount Terms:

Net 30

Payment:

[**Redacted**]

FOB: Destination

Period of Performance: 09/01/2013 to 08/31/2014

Change Item 0301 to read as follows(amount shown is the obligated amount):

Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity).

CLIN VALUE $250,000,000.00

Incrementally Funded Amount: [ **Redacted**]

[**Redacted**]

0301

Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES, Continued

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

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

CONTINUATION SHEET	REFERENCE NO. OF DOCUMENT BEING CONTINUED	PAGE 3 OF 3
	HM021013CN002/P00001

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.	SUPPLIES/SERVICES	QUANTITY	UNIT	UNIT PRICE	AMOUNT
(A)	(B)	(C)	(D)	(E)	(F)
	CHARTS, & GLOBES
	Requisition No: NSU8G83197AS29, NSU8G83241AS35

	G-1 Accounting and Appropriation Data ACRN

	Accounting and Appropriation Data				Amount

	[ Redacted]				[Redacted]

	[Redacted]

					[Redacted]**

	Total:


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

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

HM0210-13-C-N002

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

(U) SECTION A — See Standard Form (SF) 1449, Solicitation, Offer and Award

(U) SECTION B - Supplies or Services/Prices

« « « « « «

(U) BASE PERIOD: [**Redacted**] (Reference Contract HM0210-10-C-0002)

B.1 (U) CLINs 0001, 0101 and 0201: [**Redacted**]

B.2 (U) CLINs 0002, 0102 and 0202: [**Redacted**]

B.3 (U) CLINs 0003, 0103 and 0203: [**Redacted**]

B.4 (U) CLINs 0004, 0104 and 0204: [**Redacted**]

B.5 (U) CLINs 0005, 0105 and 0205: [**Redacted**]

B.6 (U) CLINs 0006, 0106 and 0206: [**Redacted**]

B.7 (U) TOTAL CONTRACT PRICE/TOTAL CONTRACT FUNDING

This Table is UNCLASSIFIED

CLIN	Maximum Total Price		Obligated Amount	Unfunded Amount

CLIN Series 0000 Contract Year 1: 0001, 0002, 0003, 0004, 0005, 0006 and 0007	[Redacted] (reference Contract HM0210-10-C-0002)

CLIN Series 0100 Contract Year 2: 0101, 0102, 0103, 0104, 0105, 0106 and 0107	[Redacted] (reference Contract HM0210-10-C-0002)

CLIN Series 0200 Contract Year 3: 0201, 0202, 0203, 0204, 0205, 0206 and 0207	[Redacted] (reference Contract HM0210-10-C-0002)

CLIN Series 0300
0301	$	250,000,000.00	[Redacted]	[Redacted]
0302	[Redacted]		[Redacted]	[Redacted]
0303	[Redacted]		[Redacted]	[Redacted]
0304	[Redacted]		[Redacted]	[Redacted]
0305	[Redacted]]		[Redacted]	[Redacted]
0306	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]]		[Redacted]	[Redacted]
Subtotal Contract Year 4	[Redacted]		[Redacted]	[Redacted]

UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

HM0210-13-C-N002

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

This Table is UNCLASSIFIED

CLIN	Maximum Total Price		Obligated Amount	Unfunded Amount
CLIN Series 0900
0901	$	300,000,000.00	[Redacted]	[Redacted]
0902	[Redacted]		[Redacted]	[Redacted]
0903	[Redacted]		[Redacted]	[Redacted]
0904	[Redacted]		[Redacted]	[Redacted]
0905	[Redacted]		[Redacted]	[Redacted]
0906	[Redacted]		[Redacted]	[Redacted]
[Redacted]	[Redacted]		[Redacted]	[Redacted]
Subtotal Contract Year 10	[Redacted]		[Redacted]	[Redacted]

Total Contract Value with Options	$	2,585,780,000.00	[Redacted]	[Redacted]

B.8 (U) CLIN DESCRIPTION

B.9 (U) CONTRACT TYPE

(U) This is a hybrid Firm Fixed Price (FFP) and Time and Material contract (predominately FFP), with base and option periods as specified in Section/Paragraph F.5.

(U) OPTION PERIODS

B.10 (U) OPTION CLINs 0301, 0401, 0501, 0601, 0701, 0801 and 0901 — COMMERCIAL SATELLITE IMAGERY - SERVICE LEVEL AGREEMENT FOR PIXEL & IMAGERY ACQUISITION/OPERATIONS (BASELINE COLLECTION CAPACITY)

This Table is UNCLASSIFIED

Options: Contract Years 2 through 10

CLIN Series 0x01	Baseline Quantity ( sqnmi/day )	Firm Fixed Price ( 12 Months )
Option CLIN 0101 (Contract Year 2)	[Redacted] (reference HM0210-10-C-0002)
Option CLIN 0201 (Contract Year 3)	[Redacted] (reference HM0210-10-C-0002)
Option CLIN 0301 (Contract Year 4)	[Redacted]	$	250,000,000.00
*[Redacted]*
Option CLIN 0401 (Contract Year 5) *	[Redacted]	$	300,000,000.00
Option CLIN 0501 (Contract Year 6) *	[Redacted]	$	300,000,000.00
Option CLIN 0601 (Contract Year 7) *	[Redacted]	$	300,000,000.00
Option CLIN 0701 (Contract Year 8) *	[Redacted]	$	300,000,000.00
Option CLIN 0801 (Contract Year 9) *	[Redacted]	$	300,000,000.00
Option CLIN 0901 (Contract Year 10) *	[Redacted]	$	300,000,000.00

UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

HM0210-13-C-N002

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

G.5 (U) NGA: PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (SEP 2003)

(U) In accordance with DFARS 204.7107, the following instructions are provided for payment of CLINs with multiple lines of accounting: FROM THE OLDEST LINES OF ACCOUNTING FIRST .

G.6 (U) ACCOUNTING AND APPROPRIATION DATA

This Table is UNCLASSIFIED

Action	CLIN	ACRN	Fund Cite	Obligated Funding	Cumulative Total
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
	[Redacted]	[Redacted]	[Redacted]	[Redacted]
			Total	[Redacted]
[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]	[Redacted]
			Total	[Redacted]	[Redacted]

UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

Exhibit 10.3

FORM OF

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

Restricted Share Unit Award Agreement

You are hereby awarded the following grant of restricted share units (“ RSUs ” or the “ Award ”) with respect to the common stock of DigitalGlobe, Inc. (the “ Company ”), subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (the “ Award Agreement ”) and in the amended and restated DigitalGlobe, Inc. 2007 Employee Stock Option Plan (as amended, modified or supplemented, the “ Plan ”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your timely electronic acceptance of this Award Agreement.

By accepting this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim below. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Company’s Board of Directors or any Committee appointed by the Board of Directors (the “ Committee ”) to administer the Plan, and shall (in the absence of material and manifest bad faith or fraud) be final, conclusive and binding on all parties, including you and your successors in interest. Terms that begin with initial capital letters have the special meanings set forth in the Plan or in this Award Agreement (unless the context indicates otherwise).

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#:

Grantee’s Name:

Award Number:

Award Type: Restricted Stock Unit

Award Date:

Shares Granted:

Vesting Schedule:

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested RSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested RSUs.

3. Settlement of RSUs . RSUs that vest pursuant to Section 1 (“ Vested RSUs ”) shall be settled by the delivery to you or a designated brokerage firm of one Share per Vested RSU as

soon as practicable following the applicable Vesting Date and your satisfaction of applicable tax withholding requirements.

4. Change in Control . If there is a Change in Control, notwithstanding any other provision of this Award Agreement or of any employment, severance protection or other agreement, all unvested RSUs shall be treated as follows:

A. If the RSUs are not continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the RSUs shall fully vest upon the occurrence of the Change in Control. For each such RSU, you shall receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control.

B. If the RSUs are continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the RSUs shall continue to vest on the applicable Vesting Date(s), subject to your continued employment through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the RSUs shall fully vest upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

For purposes hereof, the unvested RSUs shall be considered “assumed” if, following the Change in Control, the unvested RSUs confer the right to receive, for each Share subject to the unvested RSUs immediately prior to the Change in Control, (i) the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the Change in Control, or (ii) common stock of the successor to the Company of substantially equivalent economic value to the consideration received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control (as determined by the Committee in its discretion). The unvested RSUs will be considered “substituted for” if the successor or acquirer replaces the unvested RSUs with equity awards of substantially equivalent economic value measured as of the date the Change in Control occurs (as determined by the Committee in its sole discretion).

In all events, any action under this Section 4 shall comply with the applicable requirements of Section 409A of the Code (such that, for the avoidance of doubt, no action shall be taken by the Committee pursuant to this Section 4 that would violate the requirements of Section 409A of the Code).

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested RSUs.

6. Restrictions on Transfer . Without the prior written consent of the Committee, this Award Agreement and the RSUs may not be sold, pledged, hypothecated, disposed of or otherwise transferred, except that Shares may be transferred in accordance with applicable law following settlement of the RSUs. If the Committee permits any transfer of this Award Agreement and the RSUs, any transferee shall succeed and be subject to all of the terms of this Award Agreement and the Plan.

7. Taxes . By accepting this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise with respect to the grant, vesting or settlement of the RSUs, and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes; provided that the Company’s obligation to withhold taxes with respect to the issuance of the Shares shall be satisfied by any method acceptable to the Committee (including withholding of Shares, but only up to the minimum legally-required tax withholdings). In the event that any payment or benefit received or to be received by you pursuant to the Plan or otherwise (collectively, the “ Payments ”) would result in a “parachute payment” as described in Section 280G of the Code (or any successor provision), notwithstanding the other provisions of this Award Agreement, the Plan, or any other agreement or arrangement (but subject to any contrary provisions of any separate unexpired employment or other agreement between you and the Company), such Payments shall not, in the aggregate, exceed the maximum amount that may be paid to you without triggering golden parachute penalties under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments.

8. Notices . Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and generally shall be delivered electronically, personally, or by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Any notice or communication required or permitted by any provision of this Award Agreement to be given by you must be in writing and delivered personally or by certified mail, return receipt requested, addressed to the Company’s Stock Plan Manager at its corporate headquarters. Each party may, from time to time, by notice to the other party hereto, specify a new e-mail or address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is electronically or personally delivered or properly mailed.

9. Binding Effect . Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

10. Modifications . This Award Agreement may be modified or amended at any time, in accordance with Section 14 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects your rights or obligations under this Award Agreement (with such an effect being presumed to arise from a modification that would trigger a violation of Section 409A of the Code). Notwithstanding the foregoing, the Committee may, however, take any action permitted by Section 12 of the Plan without your written consent.

11. Headings . Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

12. Severability . Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

13. Plan Governs . By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

14. Investment Purposes . By accepting this Award Agreement, you represent and warrant that any Shares issued to you will be held for investment purposes only for your own account, and not with a view to, for resale in connection with, or with an intent in participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.

15. Not a Contract of Employment . By accepting this Award Agreement you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; (iv) unless you have a written agreement signed by the Company’s President providing otherwise, you are an at-will employee who may be terminated at any time and for any or no reason; and (v) the Company would not have granted this Award to you but for these acknowledgments and agreements.

16. Long-term Consideration for Award . By accepting this Award Agreement you acknowledge the terms and conditions set forth in Section 24 of the Plan and that such terms are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Section 24 of the Plan, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in this Section 16 or Section 24 of the Plan, shall cause this Award to become null, void, and unenforceable. You further acknowledge and agree that the terms and conditions of this Section 16 and Section 24 of the Plan shall survive both (i) the termination of your Continuous Service for any reason, and (ii) the

termination of the Plan, for any reason. You acknowledge and agree that the grant of RSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section 16 or Section 24 of the Plan or succeed for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):

(i) declaration that the Award is null and void and of no further force or effect;

(ii) recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii) recapture of the proceeds, plus reasonable interest, with respect to any Shares that are both issued pursuant to this Award and sold or otherwise disposed of by you, or any designee or beneficiary of you.

The remedies provided above are not intended to be exclusive, and the Company may seek such other remedies as are provided by law, including equitable relief. You acknowledge and agree that your adherence to the foregoing requirements will not prevent you from engaging in your chosen occupation and earning a satisfactory livelihood following the termination of your employment with the Company

17. Electronic Delivery . You hereby consent to the delivery of information (including, without limitation, information required to be delivered to you pursuant to applicable securities laws) regarding the Company, the Plan, and the Shares via Company web site, email or other means of electronic delivery.

18. Governing Law . The laws of the State of Colorado, to the extent not preempted by United States federal law, shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

Exhibit 10.4

FORM OF

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

Performance Share Unit Award Agreement

You are hereby awarded the following grant of performance share units (the “PSUs” ) with respect to the common stock of DigitalGlobe, Inc. (the “ Company ”), subject to the terms and conditions set forth in this Performance Share Unit Award Agreement (the “ Award Agreement ”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “ Plan ”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your electronic execution of this Award Agreement.

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#:

Grantee’s Name:

Award Number:

Award Type: Performance Stock Unit

Award Date:

Shares Granted:

Vesting Date:

Metric: In addition to the vesting requirement set forth in Section 2 below, vesting of this award is subject to achievement of the performance condition(s) set forth on Exhibit A hereto.

Maximum Number of Shares Issuable:

3. Settlement of RSUs . RSUs that vest pursuant to Section 1 (“ Vested RSUs ”) shall be settled by the delivery to you or a designated brokerage firm of one Share per Vested RSU as soon as practicable following the applicable Vesting Date and your satisfaction of applicable tax withholding requirements.

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested RSUs.

9. Binding Effect . Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to

the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

the Plan, shall cause this Award to become null, void, and unenforceable. You further acknowledge and agree that the terms and conditions of this Section 16 and Section 24 of the Plan shall survive both (i) the termination of your Continuous Service for any reason, and (ii) the termination of the Plan, for any reason. You acknowledge and agree that the grant of RSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section 16 or Section 24 of the Plan or succeed for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):

(i) declaration that the Award is null and void and of no further force or effect;

(ii) recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

Exhibit A

Performance-Based Vesting Requirements

Performance Period:

Performance Criteria:

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Section 302 Certification

I, Jeffrey R. Tarr, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 of DigitalGlobe, Inc.;

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

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

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: October 31, 2013

/s/ Jeffrey R. Tarr
Jeffrey R. Tarr
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Section 302 Certification

I, Yancey L. Spruill, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 of DigitalGlobe, Inc.;

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: October 31, 2013

/s/ Yancey L. Spruill
Yancey L. Spruill
Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

(18 U.S.C. § 1350)

In connection with the Quarterly Report of DigitalGlobe, Inc., a Delaware corporation (the “ Company ”), on Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission (the “ Report ”), the undersigned officer of the Company does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

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

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

DIGITALGLOBE, INC., a Delaware corporation


/s/ JEFFREY R. TARR
Jeffrey R. Tarr
President and Chief Executive Officer

Date: October 31, 2013

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

(18 U.S.C. § 1350)

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

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

DIGITALGLOBE, INC., a Delaware corporation


/s/ YANCEY L. SPRUILL
Yancey L. Spruill
Executive Vice President, Chief Financial Officer
and Treasurer

Date: October 31, 2013