DIGITALGLOBE INC (Form: 10-Q, Received: 05/01/2012 16:10:42)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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: March 31, 2012

¨	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)


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

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

Indicate by check mark 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 ¨

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 ¨

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:

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

As of April 27, 2012, there were 46,606,812 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

DigitalGlobe, Inc.

INDEX


		Page

PART I. Financial Information		2

Item 1: Financial Statements		2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income		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		15

Item 3: Quantitative and Qualitative Disclosures about Market Risk		27

Item 4: Controls and Procedures		27

PART II. Other Information		29

Item 1: Legal Proceedings		29

Item 1A: Risk Factors		29

Item 2: Changes in Securities and Use of Proceeds		29

Item 3: Defaults Upon Senior Securities		29

Item 4: Mine Safety Disclosures		30

Item 5: Other Information		30

Item 6: Exhibit Index		30

Page 1 of 30

PART I — FINANCIAL INFORMATION

ITEM 1.

Financial Statements

DigitalGlobe, Inc.

Unaudited Condensed Consolidated Statements of Operations

and Comprehensive Income


	For the three months ended March 31,
(in millions, except share and per share data)	2012			2011 Revised
Revenue	$	87.0		$	77.4
Costs and expenses:
Cost of revenue, excluding depreciation and amortization		18.0			13.1
Selling, general and administrative		29.8			30.2
Depreciation and amortization		29.1			29.2

Income from operations		10.1			4.9
Other income (expense), net		—			0.2
Interest income (expense), net		(3.2	)		(7.9	)

Income (loss) before income taxes		6.9			(2.8	)
Income tax (expense) benefit		(3.1	)		1.5

Net income (loss)	$	3.8		$	(1.3	)

Comprehensive Income:
Net income (loss)	$	3.8		$	(1.3	)

Earnings (loss) per share:
Basic earnings (loss) per share	$	0.08		$	(0.03	)

Diluted earnings (loss) per share	$	0.08		$	(0.03	)

Weighted average common shares outstanding:
Basic		46.0			46.1

Diluted		46.7			46.1

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Page 2 of 30

DigitalGlobe, Inc.

Unaudited Condensed Consolidated Balance Sheets


(in millions, except share data)	March 31, 2012			December 31, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	209.8		$	198.5
Restricted cash		7.7			7.7
Accounts receivable, net of allowance for doubtful accounts of $2.5 and $3.6, respectively		40.6			50.7
Prepaid and current assets		20.0			19.6
Deferred taxes		64.2			65.1

Total current assets		342.3			341.6
Property and equipment, net of accumulated depreciation of $592.9 and $563.9, respectively		1,035.4			1,019.8
Goodwill		8.7			8.7
Aerial image library, net of accumulated amortization of $27.1 and $25.1, respectively		17.7			13.0
Long-term restricted cash		8.8			9.8
Long-term deferred contract costs		44.3			44.7
Other assets		13.3			14.0

Total assets	$	1,470.5		$	1,451.6

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7.4		$	19.7
Accrued interest		0.2			0.2
Current note payable		5.0			5.0
Other accrued liabilities		30.1			37.5
Current portion of deferred revenue		43.3			36.6

Total current liabilities		86.0			99.0
Long-term accrued liability		1.4			1.4
Deferred rev e nue		344.1			319.3
Deferred lease incentive		3.0			3.3
Long-term debt, net of discount		480.9			481.6
Long-term deferred tax liability, net		61.5			59.6

Total liabilities	$	976.9		$	964.2

COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value; 24,000,000 shares authorized; no shares issued and outstanding at March 31, 2012 and December 31, 2011		—			—
Common stock; $0.001 par value; 250,000,000 shares authorized; 46,608,702 shares issued and outstanding at March 31, 2012 and 46,320,471 shares issued and outstanding at December 31, 2011		0.2			0.2
Treasury stock, at cost; 79,066 shares at March 31, 2012 and 66,175 shares at December 31, 2011		(1.4	)		(1.2	)
Additional paid-in capital		532.6			530.0
Accumulated deficit		(37.8	)		(41.6	)

Total stockholders’ equity		493.6			487.4

Total liabilities and stockholders’ equity	$	1,470.5		$	1,451.6

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Page 3 of 30

DigitalGlobe, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows


	For the three months ended March 31,
(in millions)	2012			2011 Revised
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	3.8		$	(1.3	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense		29.1			29.2
EnhancedView deferred revenue		20.1			24.8
Recognition of pre-FOC payments		(6.4	)		(6.4	)
Amortization of aerial image library, deferred contract costs and lease incentive		3.8			4.3
Non-cash stock compensation expense		2.5			2.1
Amortization of debt issuance costs and accretion debt discount		0.9			1.0
Deferred income taxes		2.8			(1.6	)
Changes in working capital, net of investing activities:
Accounts receivable, net		10.1			8.5
Prepaids and other assets		(7.3	)		2.2
Accounts payable		(1.1	)		(0.8	)
Accrued liabilities		(6.2	)		1.1
Deferred contract costs		(1.3	)		(2.3	)
Deferred revenue		17.7			(0.7	)

Net cash flows provided by operating activities		68.5			60.1

CASH FLOWS FROM INVESTING ACTIVITIES:
Construction in progress additions		(55.0	)		(78.7	)
Other property and equipment additions		(2.0	)		(0.7	)
Decrease in restricted cash		1.0			3.0

Net cash flows used in investing activities		(56.0	)		(76.4	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt		(1.2	)		—
Proceeds from exercise of stock options		—			0.6

Net cash flows (used in) provided by financing activities		(1.2	)		0.6

Net increase (decrease) in cash and cash equivalents		11.3			(15.7	)
Cash and cash equivalents, beginning of period		198.5			179.3

Cash and cash equivalents, end of period	$	209.8		$	163.6

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest capitalized	$	5.2		$	2.9
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Changes to non-cash construction in progress accruals, including interest		12.3			9.6

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Page 4 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

NOTE 1.

General Information

DigitalGlobe, Inc. (“DigitalGlobe,” the “Company” or “we”) is a leading global provider of commercial high-resolution earth imagery products and services that support a wide variety of uses, including defense, intelligence and homeland security applications, mapping and analysis, environmental monitoring, oil and gas exploration and infrastructure management. We own and operate three imagery satellites – QuickBird, WorldView-1 and WorldView-2 – which collect panchromatic (black and white) and color imagery using visible and near-infrared wavelengths. We also offer a range of on-line and off-line distribution options designed to enable customers to easily access and integrate our imagery into their business operations and applications.

NOTE 2.

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Our accompanying unaudited condensed consolidated financial statements for the three month periods ended March 31, 2012 and 2011, included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our most recent Annual Report on Form 10-K filed with the SEC and other financial information filed with the SEC. All amounts included in the condensed consolidated financial statements for the three month periods ended March 31, 2012 and 2011, are unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of the accompanying condensed consolidated financial statements have been included. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012 or for any future period. The year-end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required in the annual financial statements by GAAP.

Use of Estimates

The preparation of financial statements in conformity with 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 differ from those estimates.

Included in the results of operations for the three months ended March 31, 2012 we have recorded out of period adjustments primarily to increase bad debt expense of $0.6 million ($0.4 million after tax) as we determined the effects to be immaterial to the current and prior periods.

Revenue Recognition

Our principal source of revenue is the licensing of earth imagery products and services for end users and resellers. Revenue is recognized when 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. Our 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 our system. In some customer arrangements, we must satisfy certain acceptance provisions. For these arrangements, revenue is recognized upon acceptance by these customers. Revenue is recognized net of contractually agreed discounts.

Royalties. Revenue from royalties is based on agreements or licenses with third parties that allow the third party to incorporate our product into their value added product for commercial distribution. Revenue from these royalty arrangements is recorded in the 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 our revenue sharing arrangements, we report royalty revenue on a net basis.

Page 5 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

based products by paying for a predetermined amount of access (for example, each time users click on an image of their home). In the case of prepayment, each time a product is accessed, a portion of the customer’s prepayment is earned. These prepayments are recorded as deferred revenue when received and the revenue is recognized based on the number of times the product is accessed. Revenue is recognized net of contractually agreed discounts.

Service Level Agreements (SLA). We recognize service level agreement revenue net of any allowances resulting from failure to meet certain stated monthly performance metrics. Net 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 . We enter into revenue arrangements that may consist of multiple deliverables of our product and service offerings based on the needs of our customers. These arrangements may include products delivered at the onset of the agreement, as well as products or services that are delivered over multiple reporting periods.

The selling price for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available, or best estimate selling price (“BESP”) if neither VSOE nor TPE is available.

We have generally been unable to establish VSOE for any of our products due to our infrequently selling each deliverable separately or only having a limited sales history, such as in the case of new or emerging products. We have been unable to establish TPE for any of our offerings due to the unique nature of our products and services and the limited number of competitors. As we are unable to establish price on the basis of VSOE or TPE, we use BESP to determine the allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a standalone basis. We determine BESP for a product or service by considering multiple factors, including but not limited to market conditions, competitive landscape, internal costs, gross margin objectives, product technology lifecycles, pricing practices, and our go-to-market strategy.

While multiple deliverable arrangements occur throughout our business, the EnhancedView contract (“EnhancedView”) with National Geospatial-Intelligence Agency (“NGA”) and the Direct Access Program (“DAP”) make up the majority of our multiple deliverable arrangement activity. EnhancedView and four of our DAP agreements were entered into prior to the January 1, 2011 adoption of ASU 2009-13, “Multiple-Deliverable Revenue Arrangements” and ASU 2009-14, “Certain Revenue Arrangements That Include Software Elements” and none have been materially modified. As we adopted the new guidance on a prospective basis, the agreements will continue to be accounted for under the pre-adoption guidance unless they are materially modified. Additionally, our fifth DAP agreement was entered into in 2011. The accounting for this DAP agreement is consistent with previous DAP agreements. The following is a description of the accounting for these arrangements.

EnhancedView. The EnhancedView contract contains multiple deliverables, including an SLA, infrastructure enhancements, and other services. We 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. We recognize revenue on a single unit of accounting using a proportional performance method based on the estimated capacity of our constellation made available to NGA compared to the total estimated capacity to be provided over the life of the contract.

Direct Access Program. The direct access program generally includes construction of the direct access facility, an arrangement to allow the customer access to the satellite to task and download imagery, and other potential deliverables. In these arrangements the facility is generally delivered and accepted at the beginning of the contractual period of performance, and the 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.

Deferred Contract Costs

The Company defers certain direct costs incurred in the construction of direct access facilities built for DAP customers. The direct access facility will allow the Company’s DAP customers to communicate with the Company’s satellites. The deferred contract costs are recognized as expense over the same period that the related revenue is recognized, which is the estimated customer relationship period, except when deferred contract costs are in excess of related revenues, in which case the excess costs are recognized over the initial contract period. The customer relationship period is based on the estimated useful life of the satellite being used. If more than one satellite is being used the satellite with the longest life is used as the basis for the amortization. The Company has deferred contract costs in excess of related contract deferred revenue for some of its customers.

Page 6 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

New Accounting Pronouncements

From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”).

The following new accounting pronouncements were adopted effective January 1, 2012:

•

Authoritative guidance which allows entities to use a qualitative approach to test goodwill for impairment, as well as a modification to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This authoritative guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The implementation of this authoritative guidance did not have an impact on the Company’s financial position or results of operations.

•

Authoritative guidance on the presentation of comprehensive income to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We have opted for the single statement presentation for interim period condensed consolidated financial statements.

•

Authoritative guidance to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. This authoritative guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. See Note 9 for the expanded disclosures.

NOTE 3.

Revision of Previously Issued Financial Statements

In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2011, errors were identified primarily relating to the year ended December 31, 2010 and the first three quarters of the year ended December 31, 2011. These errors were primarily related to the Company’s accounting for the DAP, as described below. The Company has assessed the impact of these errors on each period involved, in accordance with the SEC’s Staff Accounting Bulletin No. 99, “Materiality”, and has determined that the impact of the errors was not material, both individually and in the aggregate, to any previously issued financial statements. While the Company determined that the cumulative effect of correcting the errors in the fourth quarter of the year ended December 31, 2011 would not be material to the 2011 consolidated financial statements, the Company has elected to revise its previously issued financial statements to facilitate comparisons among periods. As part of its revision, the Company determined to reverse immaterial out-of-period adjustments that were previously recorded in the Company’s 2011 quarterly periods and to reflect those adjustments as corrections to the periods in which the errors originated.

The following is a description of the nature of the errors:

•

In three of the Company’s four current DAP customer contracts, the up-front payments contractually negotiated for each facility were less than the actual third-party costs to manufacture each facility. As each of the three facilities was brought into service, it was the Company’s accounting policy to amortize both the deferred revenue and deferred contracts costs over the estimated customer relationship periods, which periods are consistent with the estimated remaining useful life of the satellite being accessed. However, the Company has concluded that this accounting policy was in error and that it should have been recognizing the deferred contract costs in excess of the deferred revenues (for each individual customer) over the related initial contract period.

•

Certain costs for two DAP customers were previously netted against the related revenue. However, the Company concluded that this was an error as the Company acts as the principal in these arrangements. The cost and revenue should have been recorded on a gross basis.

•

The Company incorrectly capitalized interest related to the construction of its direct access facilities and other discrete projects.

•

The Company previously recognized maintenance revenue for one DAP customer over a one-year period. However, the Company concluded that this was an error and that the revenue should have been recognized over the customer relationship period.

Page 7 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

•

The Company has also corrected other immaterial errors including (i) over- or under-capitalization of certain internal and external costs, (ii) the accounting for stock compensation, including under capitalization of stock compensation for certain assets under construction, (iii) the effects of properly reconciling certain accrued liability accounts, and (iv) the classification of payments received for a sales type lease from operating to investing cash flows.

The following tables reflect the effect of correcting the errors on the Company’s consolidated financial statements as of and for the three months ended March 31, 2011.

Condensed Consolidated Statements of Operations

Revision


	For the three months ended March 31, 2011
(in millions, except per share data)	As previously reported			Adjustment			Revised
Revenue	$	77.1		$	0.3		$	77.4
Costs and expenses:
Cost of revenue, excluding depreciation and amortization		11.8			1.3			13.1
Selling, general and administrative		30.1			0.1			30.2
Depreciation and amortization		29.2			—			29.2

Income from operations		6.0			(1.1	)		4.9
Other income (expense), net		0.1			0.1			0.2
Interest income (expense), net		(7.7	)		(0.2	)		(7.9	)

Loss before income taxes		(1.6	)		(1.2	)		(2.8	)
Income tax (expense), benefit		0.9			0.6			1.5

Net income (loss)	$	(0.7	)	$	(0.6	)	$	(1.3	)

Earnings (loss) per share:
Basic earnings (loss) per share	$	(0.02	)	$	(0.1	)	$	(0.03	)

Diluted earnings (loss) per share	$	(0.02	)	$	(0.1	)	$	(0.03	)

Condensed Consolidated Statement of Cash Flows

Revision


(in millions)	For the three months ended March 31, 2011
(in millions)	As previously reported			Adjustment			Revised
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(0.7	)	$	(0.6	)	$	(1.3	)
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of aerial image library, deferred contract costs and lease incentive		1.7			2.6			4.3
Non-cash stock compensation expense		1.7			0.4			2.1
Deferred income taxes		(1.0	)		(0.6	)		(1.6	)
Changes in working capital, net of investing activities:
Prepaids and other assets		1.9			0.3			2.2
Accrued liabilities		3.4			(2.3	)		1.1
Deferred contract costs		(2.4	)		0.1			(2.3	)
Deferred revenue		(0.6	)		(0.1	)		(0.7	)
Net cash flows provided by operating activities		60.5			(0.4	)		60.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction in progress additions		(78.3	)		(0.4	)		(78.7	)
Net cash flows used in investing activities		(76.5	)		0.1			(76.4	)

NOTE 4.

NextView / EnhancedView Programs

We recognize revenue for the $2.8 billion in services to be provided under the EnhancedView SLA using a proportional performance method based upon the percentage of capacity of our constellation made available to NGA compared to the total capacity to be provided over the life of the contract. The contract requires the Company to increase capacity of the constellation through the installation of additional remote ground terminals, which communicate directly with our satellites, as well as the addition of an entirely new satellite, WorldView-3. During the first quarter of 2012, the Company and NGA agreed to a modification of the EnhancedView SLA that included increasing the amount of capacity made available to NGA. The modification did not result in a material change to the SLA accounting. We will continue to use the proportional performance method of revenue recognition. As capacity is added to our constellation, we recognize revenue in direct proportion to the amount of incremental capacity that is made available to NGA. The increased capacity resulted in $2.1 million additional revenue recognized for the three months ended March 31, 2012. For the three months ended March 31, 2012, we recognized approximately $44.5 million of revenue and recorded $20.1 million

Page 8 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

of deferred revenue related to the EnhancedView SLA contract. For the three months ended March 31, 2011, we recognized approximately $37.6 million of revenue and we recorded $24.8 million of deferred revenue related to the EnhancedView SLA contract. Given the significant amount of constellation capacity expected to be generated by WorldView-3 and the increasing percentage of capacity that will be made available to NGA once WorldView-3 becomes operational, we anticipate a material increase in revenue once WorldView-3 reaches full operational capability (“FOC”).

Under the EnhancedView SLA, and assuming all option years under the agreement are exercised and funded, we will receive a monthly non-refundable cash payment of approximately $20.8 million from NGA during the first four years of the EnhancedView contract, with an increase to $25.0 million per month in years five through ten. Each month is subject to a holdback, up to 10%, depending upon the Company’s performance against pre-defined criteria. If NGA certifies that we have performed all requirements in the agreement each month, no holdback will be applied to that month. If funds are held back, the Company retains the cash; however, those funds can be applied to future products and services or will fund a pro-rated extension beyond the current contract period. Accordingly, all amounts held back will cause the Company to defer recognition of a corresponding revenue amount until such additional products or services have been provided. We had no holdback during the three months ended March 31, 2012. For the three months ended March 31, 2011, we had a holdback of $0.2 million, of which $0.1 million was utilized by NGA during each of the first and second quarters of 2011.

NOTE 5.

Information on Segments and Major Customers

We conduct our business through two segments: (i) defense and intelligence and (ii) commercial. Our imagery products and services consist of imagery that we process to varying levels according to the customer’s specifications. Customers can purchase satellite or aerial images that are archived in our ImageLibrary. Customers can also order imagery content by placing custom orders, which require tasking of our satellites, for a specific area of interest, or as a bundle of imagery and data for a region or type of location, such as cities, ports and harbors or airports.

We have organized our business around the defense and intelligence and commercial segments because we believe that customers in these two groups are identifiably similar in terms of their areas of focus, imaging needs and purchasing habits. We deliver our products and services using the distribution method that best suits our customers’ needs.

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

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


	Three months ended March 31,
(in millions)	2012			2011 Revised
Defense and Intelligence:
Revenue	$	68.4		$	62.1
Cost of revenue excluding depreciation and amortization		5.3			4.0
Selling, general and administrative		2.1			2.8

Segment results of operations		61.0			55.3

Commercial:
Revenue		18.6			15.3
Cost of revenue excluding depreciation and amortization		1.7			1.2
Selling, general and administrative		4.5			5.0

Segment results of operations		12.4			9.1

Unallocated Common Costs:
Cost of revenue excluding depreciation and amortization		11.0			7.9
Selling, general and administrative		23.2			22.4
Depreciation and amortization		29.1			29.2

Unallocated costs		63.3			59.5

Income from operations		10.1			4.9
Other income (expense), net		—			0.2
Interest income (expense), net		(3.2	)		(7.9	)

Income before income taxes	$	6.9		$	(2.8	)

Page 9 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 6.

Property and Equipment

Property and equipment consisted of the following:


(in millions)	March 31, 2012			December 31, 2011
Construction in progress	$	346.8		$	305.9
Computer equipment and software		130.8			127.1
Machinery and equipment		24.5			24.5
Furniture and fixtures		15.1			15.1
Land and land improvements		0.3			0.3
WorldView-2 satellite		463.2			463.2
WorldView-1 satellite		473.2			473.2
QuickBird satellite		174.4			174.4

Total property and equipment		1,628.3			1,583.7
Accumulated depreciation and amortization		(592.9	)		(563.9	)

Property and equipment, net	$	1,035.4		$	1,019.8

Construction in progress includes our WorldView-3 satellite, ground station construction, infrastructure projects, certain internally developed software costs and capitalized interest. Depreciation expense for property and equipment was $29.1 million and $29.2 million for the three months ended March 31, 2012 and 2011, respectively.

The capitalized costs of our 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 our satellites, and related ground systems. The cost of our satellites also includes capitalized interest incurred during the construction, development and initial in-orbit testing period. The portion of the launch insurance premium allocable to the period from launch through in-orbit calibration and commissioning has been capitalized as part of the cost of the satellites and is amortized over the useful life of the satellites.

Following each satellite launch, and at least annually thereafter, we review the expected operational life of our satellites. We determine a satellite’s expected operational life by considering certain factors including: (i) the probabilities of failure of the satellite’s components from design or manufacturing defects, (ii) environmental stresses or other causes, (iii) the quality of construction, (iv) the supply of fuel, (v) the expected gradual environmental degradation of solar panels and other components, (vi) projected levels of solar radiation, (vii) the durability of various satellite components, and (viii) the orbits in which the satellites are placed.

We have generally aligned the annual assessment of the useful life of the operating satellites with the timing of our insurance renewals in the second half of the calendar year, and we perform the annual assessment of the useful life of the QuickBird, WorldView-1 and WorldView-2 satellites in the second half of the calendar year or when events or circumstances dictate that a reevaluation of the useful life should be done at an earlier date. An adjustment will be made to the estimated depreciable life of the satellite if deemed necessary by the assessment performed. Changes to the estimated useful life of our satellites and related impact on the depreciation expense will be accounted for on a prospective basis as of the date of the change.

NOTE 7.

Other Accrued Liabilities and Other Long-Term Liabilities


(in millions)	March 31, 2012		December 31, 2011
Compensation and other employee benefits	$	5.9	$	10.3
Accrued taxes		0.5		0.8
Accrued expense		4.7		8.2
Construction in progress accruals		10.9		10.7
Other		8.1		7.5

Total other accrued liabilities	$	30.1	$	37.5

Compensation and other employee benefits include accrued bonus expense and vacation accrual. Accrued expense primarily represents the current portion of payments to third parties for work performed on our direct access facilities. Construction in progress accruals include amounts due for milestone payments due on the procurement and construction of our WorldView-3 satellite. Other accruals consist of third party commission expense, professional fees and the current portion of deferred lease incentives.

Long-term accrued liabilities consist of future payments related to the construction of a direct access facility.

Page 10 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8.

Debt

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, the terms of which are set forth in a Credit and Guaranty Agreement dated as of October 12, 2011 among the Company, the guarantors party thereto, the lenders named therein and J.P. Morgan Chase Bank, N.A., as administrative agent and as collateral agent (the “Credit Agreement”). As of the date of this filing, the revolving credit facility remains undrawn.

The obligations of the Company under the credit facility are guaranteed by certain of the Company’s domestic subsidiaries and are secured by substantially all of the assets of the Company and the guarantors, subject to certain exceptions. Assets collateralizing the senior secured notes had a net book value of $1,454.0 million as of March 31, 2012. The 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 the Company’s affiliates. The Credit Agreement also requires the Company to comply with a maximum leverage ratio and minimum interest coverage ratio. As of March 31, 2012, the Company is in compliance with our debt covenants.

Borrowings under the Credit Agreement will bear interest, at the Company’s option, at a rate equal to either an adjusted LIBOR rate or a base rate, in each case plus the applicable margin. The applicable margin for borrowings under the term loan facility is 4.50% for adjusted LIBOR loans or 3.50% for base rate loans. The applicable margin for borrowings under the revolving credit facility may change depending on the Company’s leverage ratio, up to a maximum of 4.50%. The term loan facility current 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 the Company’s leverage ratio.

Interest expense, accretion of debt discount and amortization of the deferred financing fees for the three months ended March 31, 2012 were $7.3 million, $0.6 million and $0.4 million, respectively, of which $5.2 million was capitalized to assets under construction. Interest expense, accretion of debt discount and amortization of the deferred financing fees for the three months ended March 31, 2011 were $9.3 million, $0.6 million and $0.5 million, respectively, of which $2.9 million was capitalized to assets under construction.

Senior Secured Notes

We issued $355.0 million principal amount of our senior secured notes in April 2009, net of the issuance discount of $13.2 million and paid fees and expenses of $10.2 million, which were recorded in deferred financing costs. As of March 31, 2011, the senior secured notes had a carrying value of $346.1 million. The senior secured notes were guaranteed by certain of our subsidiaries and secured by nearly all of our assets, including the shares of capital stock of certain of our subsidiaries, and the QuickBird, WorldView-1 and WorldView-2 satellites. On October 12, 2011 the Company entered into a new senior secured facility and paid the full obligation under the senior secured notes.

Letters of Credit

At March 31, 2012 and December 31, 2011, we had $1.2 million of restricted cash under the lease agreement for our headquarters in Longmont, Colorado. At March 31, 2012 and December 31, 2011, we had $15.3 million and $16.3 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 our 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.

NOTE 9.

Fair Values of Financial Instruments

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

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

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

Page 11 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

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

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

The following table provides information about the assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011 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 March 31, 2012	$	155.1	$	155.1	$	—	$	—
Cash equivalents at December 31, 2011		166.0		166.0		—		—

Our 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 December 31, 2011 and March 31, 2012, our cash equivalents consisted of funds held in U.S. Treasury money markets. The Company has not identified any Level 2 or Level 3 financial instruments as of March 31, 2012 and December 31, 2011.

The fair value of the senior secured facility was based upon trading activity among lenders.


(in millions)	Total Carrying Value		Estimated Fair Value
Senior Secured Facility at March 31, 2012		485.9		465.2
Senior Secured Facility at December 31, 2011		486.6		490.0

NOTE 10.

Shareholders’ Equity

Treasury Stock

There were no open market repurchases of our common stock during the three months ended March 31, 2012 and 2011. During the first quarter of 2012 and 2011, certain participants elected to have the Company withhold 12,891 and 6,356, respectively, shares to pay for minimum taxes due, in accordance with the 2007 Employee Stock Option Plan, at the time their restricted stock vested. Such shares have been included in treasury shares.

Stock-Based Compensation Program

The Company has equity incentive plans that provide for the grant to employees of stock-based compensation. To date, issued equity awards have consisted of stock options, restricted stock and unrestricted shares. The date of grant of the awards is used as the measurement date. The awards are valued as of the measurement date and are amortized on a straight-line basis over the requisite vesting period.

Page 12 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

A summary of stock option activity for the three months ended March 31, 2012 is presented below:


	Options Outstanding
	Number of Shares			Weighted-Average Exercise Price
Outstanding – December 31, 2011		3,496,200		$	23.49
Granted		998,318			11.83
Exercised		—			—
Forfeited/Expired		(49,877	)		23.60

Outstanding – March 31, 2012		4,444,641			20.86

Exercisable – March 31, 2012		2,342,802			22.63

During the three months ended March 31, 2012 the Company awarded 271,616 shares of restricted stock to certain employees, which will vest over four years and 13,349 unrestricted shares to independent members of our board of directors pursuant to applicable compensation plans which vest immediately on the date of grant. A summary of restricted stock activity for the three months ended March 31, 2012 is shown below:


Restricted Stock Awards	No. of Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2011		371,777		$	27.55
Granted		284,965			11.80
Forfeited		(2,422	)		26.32
Vested		(53,750	)		24.17

Non-vested at March 31, 2012		600,570			20.50

NOTE 11.

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) 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 income (loss) 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.

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


	Three months ended March 31,
(in millions, except per share data)	2012		2011 Revised
Earnings (loss) per share:
Net income (loss)	$	3.8	$	(1.3	)

Basic weighted average number of common shares outstanding		46.0		46.1
Assuming exercise of stock options and restricted shares		0.7		—

Diluted weighted average number of common shares outstanding		46.7		46.1

Earnings (loss) per share:
Basic	$	0.08	$	(0.03	)

Diluted	$	0.08	$	(0.03	)

The number of options and non-vested restricted stock awards that were excluded from the computation of diluted EPS, because the effects thereof were anti-dilutive were 4.2 million and 3.6 million for the three months ended March 31, 2012 and 2011, respectively.

NOTE 12.

Related Party Transactions

Morgan Stanley/Morgan Stanley & Co. Incorporated

At March 31, 2012 and December 31, 2011, Morgan Stanley and its affiliates held approximately 7.5 million shares, or 16.0% and 16.1%, respectively, of the Company’s common stock. Pursuant to the Investor Agreement between the Company and Morgan Stanley, four of our current board of directors, Mr. Albert, Mr. Jenson, Mr. Whitehurst and Mr. Cyprus, are Morgan Stanley’s designees. Mr. Albert, Mr. Jenson, Mr. Whitehurst, Mr. Cyprus and Mr. Zervigon are independent directors, as defined under the applicable rules of the New York Stock Exchange. Morgan Stanley currently has the right to propose three directors for nomination to the Board of Directors, all of whom must be independent.

Page 13 of 30

DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 13.

Commitments and Contingencies

The Company is obligated under certain non-cancelable operating leases for office space and equipment. We currently lease 233,903 square feet of office and operations space in two locations in Longmont, Colorado. This space includes our principal executive offices. The rent varies in amounts per year through its expiration date in August 2015. Lease expense for the Longmont location has been recorded on the straight line basis over the term of the lease. The Company received approximately $9.1 million of certain rent incentives that we have deferred and are amortizing over the life of the lease. We have $2.2 million and $2.4 million of net leasehold improvements at March 31, 2012 and December 31, 2011, respectively, which we are amortizing ratably over the shorter of the remaining lease term or the useful life of the leasehold improvement.

Rent expense net of sublease income, approximated $0.8 million and $0.6 million for each of the three months ended March 31, 2012 and 2011, respectively.

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

Page 14 of 30

DigitalGlobe, Inc.

ITEM 2.

MANAGEMENT’S DISCUSSION 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 loss or impairment of our satellites; delays in the construction and launch of WorldView-3; delays in implementation of planned ground system and infrastructure enhancements; loss or damage to the content contained in our ImageLibrary; interruption or failure of our ground system and other infrastructure, decrease in demand for our imagery products and services; increased competition that may reduce our market share or cause us to lower our prices; our failure to obtain or maintain required regulatory approvals and licenses; changes in U.S. foreign law or regulation that may limit our ability to distribute our imagery products and services; the costs associated with being a public company; and other important factors, all as described more fully in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

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

Overview

We are a leading global provider of commercial high-resolution earth imagery products and services. Our products and services support a wide variety of uses, including defense, intelligence and homeland security applications, mapping and analysis, environmental monitoring, oil and gas exploration, and infrastructure management. Our principal customers are governments, including U.S. and foreign defense and intelligence, and civil agencies and providers of location-based services (“LBS”). Additionally we serve a wide variety of companies in other vertical markets, such as energy, telecommunications, utility, forestry, mining, environmental and agricultural industries. The imagery that forms the foundation of our products and services is collected daily via our three high-resolution imaging satellites and managed in our content archive, which we refer to as our ImageLibrary. We believe our ImageLibrary is the largest, most up-to-date and comprehensive archive of high-resolution earth imagery commercially available, containing more than 2.2 billion square kilometers of imagery, with new imagery added every day. As of March 31, 2012, our collection capacity was approximately 916 million square kilometers of imagery per year or roughly six times the earth’s land surface area and offers intraday revisit around the globe.

Revision of Previously Issued Financial Statements

In connection with the preparation of the Company’s consolidated financial statements for the year ended December 31, 2011, errors were identified primarily relating to the year ended December 31, 2010 and the first three quarters of the year ended December 31, 2011. These errors were primarily related to the Company’s accounting for the Direct Access Program (“DAP”), as described below. The Company has assessed the impact of these errors on each period involved, in accordance with the SEC’s Staff Accounting Bulletin No. 99, and has determined that the impact of the errors was not material, both individually and in the aggregate, to all previously issued financial statements. While the Company determined that the cumulative effect of correcting the errors in the fourth quarter of the year ended December 31, 2011 would not be material to the 2011 consolidated financial statements, the Company has elected to revise its previously issued financial statements to facilitate comparisons among periods. As part of its revision, the Company determined to reverse immaterial out-of-period adjustments that were previously recorded in the Company’s 2011 quarterly periods and to reflect those adjustments as corrections to the periods in which the errors originated.

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DigitalGlobe, Inc.

The following is a description of the nature of the errors relating to the three months ended March 31, 2011 (see Note 3 of the Notes to the condensed consolidated financial statements for the impact on the 2011 quarterly financial information):

•

In three of the Company’s four current DAP customer contracts, the up-front payments contractually negotiated for the facility were less than the actual third-party costs to manufacture the facility. As each of the three facilities was brought into service, it was the Company’s accounting policy to amortize both the deferred revenue and deferred contracts costs over the estimated customer relationship periods, which periods are consistent with the estimated remaining useful life of the satellite being accessed. However, the Company has concluded that this accounting policy was in error and that it should have been recognizing the deferred contract costs in excess of the deferred revenues (for each individual customer) over the related initial contract period.

•

The Company incorrectly capitalized interest related to the construction of its direct access facilities and other discrete projects.

•

Products and Services

We offer earth imagery products and services that are comprised of imagery from our three high-resolution satellite constellation as well as aerial and satellite imagery that we acquire from third party suppliers. We process our imagery to varying levels according to our customers’ specifications and deliver our products using the distribution methods that best suit our customers’ needs. Customers can purchase satellite or aerial images that are archived in our ImageLibrary, or by placing custom orders, which require tasking of our satellites, for a specific area of interest, or as a bundle of imagery and data for a region or type of location, such as cities, ports and harbors or airports. For example, our Global Basemap product features comprehensive color imagery of the Earth’s surface that is refreshed on a routine basis and is delivered to customers according to geographic need.

Our ImageLibrary currently houses what we believe to be the most comprehensive, up-to-date, high-resolution archive of commercial earth imagery in the world. It is a collection of substantially all imagery acquired by our QuickBird, WorldView-1 and WorldView-2 satellites, whether tasked for a specific customer or collected on a speculative basis, as well as aerial imagery and other satellite imagery we have purchased to supplement our satellite imagery. We collect and store hundreds of thousands of high-resolution imagery scenes covering over 2.2 billion square kilometers in the ImageLibrary. For the first quarter of 2012, approximately 45% of our revenue, excluding the NGA SLA, is generated from purchases from our ImageLibrary.

Customers specify how they want the imagery content that they are purchasing from us to be produced. We deliver our satellite imagery content at three processing levels: (i) basic imagery with the least amount of processing; (ii) standard imagery with radiometric and geometric correction; and (iii) ortho-rectified imagery with radiometric, geometric, and topographic correction. Radiometric correction enables images to appear uniformly illuminated with the right level of brightness. Geometric correction allows a user to identify the latitudinal, longitudinal and altitudinal location of any point in an image. Topographic correction accounts for terrain and projects images onto the earth as they would be seen by the human eye. All of our aerial imagery is delivered as ortho-rectified imagery.

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

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DigitalGlobe, Inc.

We offer a range of on- and off-line distribution options designed to enable customers to easily access and integrate our imagery into their business operations and applications. Delivery options include desktop software applications, web services that provide for direct on-line access to our ImageLibrary, File Transfer Protocol (“FTP”), and physical media such as hard drives.

We offer an additional distribution option through our DAP that allows certain customers, approved by the U.S. government, to task and download data directly from our WorldView-1 and WorldView-2 satellites within their regional area of interest. DAP is designed to meet the enhanced information and operational security needs of a select and limited number of defense and intelligence customers and certain commercial customers. To date, we have signed five customer contracts for our DAP, four of whom have been operational since the second half of 2010. We began providing services to our fifth DAP Customers during the first quarter of 2012.

We sell our products and services through a combination of direct and indirect channels, a global network of resellers, strategic partners, direct enterprise sales and web services. We generated 46.6% of our revenue through direct sales and 53.4% of our revenue from our reseller and partner network during the three months ended March 31, 2012.

Backlog

The following table represents our backlog as of March 31, 2012:


	Backlog to be recognized
(in millions)	Next 12 Months		Life of Contracts
EnhancedView SLA	$	216.0	$	2,603.4
DAP		43.9		134.3
Amortization of pre-FOC payments related to NextView		25.5		156.3
Other ⁽¹⁾		52.3		133.7

Total Backlog	$	337.7	$	3,027.7

⁽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 U.S. and International defense and intelligence and commercial customers.

Backlog consists of all contractual commitments, including those under the anticipated ten year term of the EnhancedView contract, amounts committed under 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, which funding contains an inherent level of uncertainty in the current budget environment.

The EnhancedView contract is structured as a ten-year term, inclusive of nine annual renewal options that may be exercised by NGA. Although NGA may terminate the contract at any time and is not obligated to exercise any of the remaining eight option years, we include the full remaining term in backlog, because we believe it is NGA’s intention to exercise the remaining options, subject only to annual appropriation of funding and the federal budget process.

The pre-FOC balance will be recognized over the 10.5 years from the launch of WorldView-1. We recognize it ratably over the estimated satellite life, but the recognition of this revenue has no effect on our ability to generate additional revenue from the usage of our satellite and therefore should not be considered a reduction in our capacity to generate additional sales.

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

On August 6, 2010, we entered into the EnhancedView contract with the National Geospatial-Intelligence Agency (“NGA”). The service level agreement (“SLA”) portion of the EnhancedView contract, (“EnhancedView SLA”) has an effective date of September 1, 2010. 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 federal budget process, and the right of NGA to terminate or suspend the contract at any time. The Company has been notified by NGA that its EnhancedView contract remains unchanged for government fiscal year 2012. Accordingly, the Company expects to receive $250.0 million in payments for contract year two under the EnhancedView SLA contract.

The EnhancedView SLA portion of the award is sized at $2.8 billion over the term of the contract assuming NGA exercises all of its options and we perform as specified; $250.0 million annually, or $20.8 million per month, for the first four contract years, commencing September 1, 2010, with an increase to $300.0 million annually, or $25.0 million per month, for the remaining six years of the contract term. The award also provides for up to $750.0 million for value added products, infrastructure enhancements and other services, including the option for NGA to require us to lower the altitude of WorldView-2 to an altitude of 496 km at any time after

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DigitalGlobe, Inc.

September 1, 2013. We will be required to meet certain service level requirements related to the operational performance of the satellites comprising the WorldView constellation and related ground systems. To support requirements under this agreement, we have begun the procurement and construction of our next satellite, WorldView-3, as well as certain other infrastructure improvements.

We recognize revenue for the $2.8 billion in services to be provided under the EnhancedView SLA using a proportional performance method based upon the estimated capacity of our constellation made available to NGA compared to the total capacity to be provided over the life of the contract. The contract requires us to increase capacity of the constellation through the installation of additional remote ground terminals, which communicate directly with our satellites, as well as the addition of an entirely new satellite, WorldView-3. During the first quarter of 2012, the company and NGA agreed to a modification of the EnhancedView SLA that included increasing the amount of capacity made available to NGA. The modification did not result in a material change to the SLA accounting. We will continue to use the proportional performance method of revenue recognition. Our WorldView-3 satellite is currently expected to be ready for launch in mid-2014. As capacity is added to our constellation, we recognize revenue in direct proportion to the amount of incremental capacity that is made available to NGA. As of September 1, 2011, we increased the capacity of the constellation made available to NGA and are now recognizing approximately $14.1 million per month under the EnhancedView SLA. For the three months ended March 31, 2012, we recognized approximately $44.5 million of revenue, including $2.1 million related to the first quarter of 2012 modification to the agreement, and recorded $20.1 million of deferred revenue related to the EnhancedView SLA contract. As of March 31, 2012, there was $139.4 million in total deferred revenue from the inception of the EnhancedView SLA. Given the significant amount of constellation capacity expected to be generated by WorldView-3 satellite and the increasing percentage of capacity that NGA will acquire from us once WorldView-3 satellite becomes operational, we anticipate a material increase in revenue once WorldView-3 satellite reaches FOC.

Under the EnhancedView SLA, and assuming all option years under the agreement are exercised and funded, we will receive a consistent, monthly non-refundable cash payment of approximately $20.8 million from NGA during the first four years of the EnhancedView contract, with an increase to $25.0 million per month in years five through ten. Each month is subject to a holdback, up to 10% of the monthly payment scheduled, depending upon our performance against pre-defined criteria. If we have been certified as having performed all requirements in the agreement each month, no holdback will be applied to that month. If funds are held back, we retain the cash, however, those funds can be applied to future products and services or will fund a pro-rated extension beyond the current contract period. Accordingly, all amounts held back will cause us to defer recognition of a corresponding revenue amount until such additional products or services have been provided. We had no holdback during the three months ended March 31, 2012. For the three months ended March 31, 2011, we had a holdback of $0.2 million, of which $0.1 million was utilized by NGA during each of the first and second quarters of 2011.

Revenue

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

We conduct our business through two segments: (i) defense and intelligence; and (ii) commercial. We have organized our business into these two segments because we believe that customers in these two groups are functionally similar in terms of their areas of focus and purchasing habits. Our imagery products and services are comprised of imagery that we process to varying levels according to the customer’s specifications. We deliver our products and services using the distribution method that best suits our customers’ needs. Customers can purchase satellite or aerial images that are archived in our ImageLibrary. Customers can also order imagery content by placing custom orders, which require tasking of our satellites, for a specific area of interest, or as a bundle of imagery and data for a region or type of location, such as cities, ports and harbors or airports.


(in millions)	Three months ended March 31,
(in millions)	2012			2011 Revised
Revenue:
Defense and intelligence	$	68.4		$	62.1
Commercial		18.6			15.3

Total Revenue	$	87.0		$	77.4

Revenue as a Percent of Total:
Defense and intelligence		78.6	%		80.2	%
Commercial		21.4			19.8

Total Revenue		100.0	%		100.0	%

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DigitalGlobe, Inc.

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


	Three months ended March 31,
(in millions)	2012		2011 Revised
Revenue
U.S.	$	61.4	$	54.3
Foreign		25.6		23.1

Total Revenue	$	87.0	$	77.4

Defense and Intelligence Revenue

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

Our defense and intelligence customers focus on image quality, including resolution, frequency of area revisit and coverage, as well as ensuring availability of a certain amount of our capacity as they integrate our products and services into their operational planning. Our customers in this segment typically operate under contracts with purchase commitments, through which we receive monthly or quarterly payments in exchange for delivering specific orders to the customer. Our revenue from our defense and intelligence customers has historically been largely from tasking orders, with a smaller portion from sales of imagery from our ImageLibrary. We believe this trend will continue. We sell to our defense and intelligence customers both directly and through resellers.

Only one DAP customer had been commissioned in 2009. By the second half of 2010, we had commissioned four of our current DAP customers’ ground terminals and began generating revenue from providing satellite access time to these customers. These four DAP customers generated revenue for the entire year of 2011. The contract with the fifth customer became effective in the first quarter of 2012.

We earn revenue from sales of the DAP facility hardware and software, as well as service fees to access our satellite constellation. The revenues to access our satellite constellation are recognized over time based on minutes of actual usage. The revenues 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 revenues 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 revenues, 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.


(in millions)	Three months ended March 31,
(in millions)	2012			2011 Revised
Defense and Intelligence Revenue:
U.S. and Canada revenue:
NGA SLA	$	44.5		$	37.6
Other revenue and value added services		2.8			6.2
Amortization of pre-FOC payments related to NextView		6.4			6.4

Total U.S. and Canada revenue		53.7			50.2

International revenue, excluding Canada		1.9			2.1
DAP revenue		12.8			9.8

Total international revenue, excluding Canada		14.7			11.9

Total defense and intelligence revenue	$	68.4		$	62.1

Revenue as a Percent of Total:
U.S. and Canada		78.5	%		80.8	%
International, excluding Canada		21.5			19.2

		100.0	%		100.0	%

Reseller and Direct Sales:
Direct Sales		98.0	%		98.3	%
Resellers		2.0			1.7

		100.0	%		100.0	%

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DigitalGlobe, Inc.

Commercial Revenue

Our commercial segment consists of both traditional and location based services customers. Our traditional customers are primarily civil government agencies, and energy, telecommunications, utility and agricultural companies who, like our defense and intelligence 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 expand their products and services. Customers in other industry verticals are represented by financial services, oil and gas, telecommunications, utilities, environmental services and other industry verticals who use our imagery in a wide range of applications.

Our commercial customers are located throughout the world. They purchase our products and services on an as-needed basis, or through multi-year contracts, depending on the solution that best suits their application. We sell to these customers directly and through resellers.

For the three months ended March 31, 2012 and 2011, we generated approximately 24.8% and 17.5% of our commercial revenue from paid tasking and 75.2% and 82.5% from our ImageLibrary, respectively.

For the three months ended March 31, 2012 and 2011, our top five commercial customers accounted for 50.1% and 46.0% of our commercial revenue. We believe that we will have additional growth opportunities internationally especially in countries with rapidly developing economies, such as Brazil, China and Russia, and, as a result, we expect that long-term sales growth in our commercial segment will be higher outside of the United States.


(in millions)	Three months ended March 31,
(in millions)	2012			2011 Revised
Commercial Revenue:
Americas	$	10.6		$	5.7
International		8.0			9.6

Total commercial revenue	$	18.6		$	15.3

Revenue as a Percent of Total:
Americas revenue		57.0	%		37.3	%
International revenue		43.0			62.7

		100.0	%		100.0	%

Reseller and Direct Sales:
Direct sales		46.6	%		39.0	%
Resellers		53.4			61.0

		100.0	%		100.0	%

Expenses

Most of our revenue is generated by the sale of products and services comprised of imagery from our QuickBird, WorldView-1 and WorldView-2 satellites. Given that most of the costs of a satellite are related to the pre-operation capital expenditures required to build and launch a satellite, there is no significant direct relationship between our cost of revenue and changes in our revenue. Our cost of revenue consists primarily of the cost of personnel, as well as the cost of operations directly associated with operating our satellites, retrieving information from the satellites, and processing the data retrieved. Costs of acquiring aerial imagery from third-parties are capitalized and amortized on an accelerated basis as a cost of revenue.

Our selling, general and administrative expenses consist primarily of labor, benefits, travel, rent, insurance, utilities, telecommunications and related overhead costs, third-party consultant payments, sales commissions and marketing expenses.

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DigitalGlobe, Inc.

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

Our interest charges consist primarily of interest payments on borrowings used to finance satellite construction and are capitalized as a cost of our satellite construction. During 2012, with the expected increase in accumulated costs related to capital projects, including WorldView-3, we expect our capitalized interest expense will increased, decreasing our interest expense.

Based on our capitalization policies, we expect our future interest expense to decrease due to capitalization of these costs to the construction of our WorldView-3 satellite and other infrastructure, until the anticipated commissioning of WorldView-3 in 2014. The costs of our satellites include capitalized interest costs incurred during the construction and development period of the satellite. In addition, capitalized costs of our satellites and related ground systems include internal direct labor costs incurred in their construction.

Results of Operations

For the Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

The following tables summarize our historical results of operations for the three months ended March 31, 2012 compared to the three months ended March 31, 2011, and our expenses as a percentage of revenue for the periods indicated:


	Three months ended March 31,						Change
(in millions)	2012			2011 Revised ⁽¹⁾			$			Percent
Historical results of operations:
Defense and intelligence revenue	$	68.4		$	62.1		$	6.3			10.1	%
Commercial revenue		18.6			15.3			3.3			21.6

Total revenue		87.0			77.4			9.6			12.4
Cost of revenue excluding depreciation and amortization		18.0			13.1			4.9			37.4
Selling, general and administrative		29.8			30.2			(0.4	)		(1.3	)
Depreciation and amortization		29.1			29.2			(0.1	)		(0.3	)

Income from operations		10.1			4.9			5.2			106.1
Other income, net		—			0.2			(0.2	)		(100.0	)
Interest income (expense), net		(3.2	)		(7.9	)		4.7			(59.5	)

Income (loss) before income taxes		6.9			(2.8	)		9.7			(346.4	)
Income tax (expense) benefit		(3.1	)		1.5			(4.6	)		(306.7	)

Net income (loss)	$	3.8		$	(1.3	)	$	5.1			(392.3	)


(in millions)	Three months ended March 31,
(in millions)	2012			2011 Revised ⁽¹⁾
Expenses as a percentage of revenue:
Total revenue		100.0	%		100.0	%
Cost of revenue excluding depreciation and amortization		20.7			16.9
Selling, general and administrative		34.3			39.0
Depreciation and amortization		33.4			37.8

Income from operations		11.6			6.3
Other income, net		—			0.3
Interest income (expense), net		(3.7	)		(10.2	)

Income (loss) before income taxes		7.9			(3.6	)
Income tax (expense) benefit		(3.5	)		1.9

Net income (loss)		4.4	%		(1.7	)%

⁽¹⁾	The Company revised its financial information for the first three quarters of 2011. See Note 3 to the Consolidated Financial Statements for more detail.

Revenue increased $9.6 million or 12.4% to $87.0 million for the three months ended March 31, 2012 from $77.4 million for the three months ended March 31, 2011.

There was an increase of $6.3 million or 10.1%, in defense and intelligence revenue during the three months ended March 31, 2012, to $68.4 million from $62.1 million for the three months ended March 31, 2011. This increase was the result of $6.9 million of additional revenue recognized under the NGA SLA due to increased capacity made available to NGA per the EnhancedView contract, including $2.1 million related to the modification of the EnhancedView contract executed during the quarter ended March 31, 2012 and a $3.0 million increase in direct access program revenue, offset by a $3.4 million decrease in U.S. Government value added services.

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DigitalGlobe, Inc.

due to a decrease in funding available for such services. The increase of $3.3 million, or 21.6%, in commercial revenue to $18.6 million for the three months ended March 31, 2012 from $15.3 million for the three months ended March 31, 2011, was due to a $2.2 million increase in revenue from location-based services customers and $1.3 million among customers in other verticals, offset by a $0.2 million decrease internationally among civil government customers.

Cost of revenue increased $4.9 million or 37.4%, during the three months ended March 31, 2012 to $18.0 million from $13.1 million for the three months ended March 31, 2011. This increase is attributed to (i) a $2.6 million increase in costs related to the addition of four remote ground terminals brought into service during the second half of 2011 to satisfy obligations under the EnhancedView contract to make more imagery capacity available to NGA, (ii) a $1.0 million increase in labor related costs due to headcount growth and (iii) a $1.3 million increase in aerial imagery cost amortization.

Selling, general and administrative costs decreased $0.4 million or 1.3%, for the three months ended March 31, 2012, to $29.8 million from $30.2 million for the three months ended March 31, 2011. This decrease was primarily due to a $0.6 million decrease in bad debt expense. In the prior year, the Company reserved for two delinquent customer accounts and has subsequently written those accounts off.

Depreciation and amortization decreased by $0.1 million or 0.3% for the three months ended March 31, 2012, to $29.1 million from $29.2 million for the three months ended March 31, 2011. Future changes in depreciation and amortization could be affected by commissioning of a new satellite, change in useful life of an existing satellite, or introduction of significant new capital assets.

Interest expense, net of capitalized interest, decreased by $4.7 million or 59.5% for the three months ended March 31, 2012 to $3.2 million from $7.9 million during the three months ended March 31, 2011. This decrease is attributed to approximately 61.2% of our interest being capitalized to capital projects during the three months ended March 31, 2012 as compared to 26.9% during the three months ended March 31, 2011, as well as lower interest costs as a result of refinancing our debt in October 2011. The increased amount in capitalized interest expense is due to the construction in progress of our WorldView-3 satellite, which is currently expected to continue until anticipated launch and commissioning in 2014. We anticipate that an increasing percentage of our interest will be capitalized until the WorldView-3 satellite is launched, and that we will capitalize substantially all of our interest by the first quarter of 2013.

Income tax expense increased by $4.6 million for the three months ended March 31, 2012, to $3.1 million from a tax benefit of $1.5 million during the three months ended March 31, 2011. The increase in tax expense is due to the Company having taxable income in the current year. For the first quarter ended March 31, 2012, we had an effective overall tax rate of 44.9%. 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.

Balance Sheet Measures

Total assets increased $18.9 million, or 1.3%, to $1,470.5 million at March 31, 2012 from $1,451.6 million at December 31, 2011. Total assets increased primarily as a result of an increase in property and equipment of $15.6 million at March 31, 2012 from $1,019.8 million at December 31, 2011 to $1,035.4 million at March 31, 2012. The increase in property and equipment results from an increase in WorldView-3 satellite construction and other infrastructure projects, offset by depreciation. The increase of $4.7 million in aerial image library costs to $17.7 million at March 31, 2012 from $13.0 million at December 31, 2011, is due to receipt of imagery acquired from a third party provider. Cash and cash equivalents increased $11.3 million primarily due to the decrease in the accounts receivable balance of $11.2 million related to collections from customers during the quarter.

Total liabilities increased $12.7 million, to $976.9 million at March 31, 2012 from $964.2 million at December 31, 2011. This increase was due to a net $24.8 million increase in long-term deferred revenue to $344.1 million at March 31, 2012 from $319.3 at December 31, 2011 primarily due to payments received from NGA under the EnhancedView SLA, offset by the recognition of the pre-FOC payments received under the NextView agreement. Total accounts payable, other accrued liabilities and long-term accrued liabilities decreased by $19.7 million to $38.9 million at March 31, 2012 from $58.6 million at December 31, 2011. The decrease is primarily related to the timing of accruals and milestone payments on capital projects.

Liquidity and Capital Resources

We believe that the combination of funds currently available to us and funds expected to be generated from operations will be adequate to finance our operations and development activities for the next twelve months. Our NextView agreement with NGA was replaced by the EnhancedView agreement which was signed during August 2010. We cannot assure you that the U.S. government will continue to purchase earth imagery or other services from us at similar levels or similar terms. The Company has been notified by NGA that its EnhancedView contract remains unchanged for government fiscal year 2012. Accordingly, the Company expects to receive $250.0 million in payments for contract year two under the EnhancedView SLA contract. All of our contracts with the U.S.

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DigitalGlobe, Inc.

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 61.0% of our consolidated revenue for the three months ended March 31, 2012. If the U.S. government were not to renew or extend our contract at similar levels or 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:


	Three months ended March 31,
(in millions)	2012			2011 Revised
Net cash provided by operating activities	$	68.5		$	60.1
Net cash used in investing activities		(56.0	)		(76.4	)
Net cash (used in) provided by financing activities		(1.2	)		0.6

Cash provided by operating activities increased to $68.5 million in the three months ended March 31, 2012 from $60.1 million in the three months ended March 31, 2011. The $8.4 million increase in operating activities is primarily due to an increase in net income and an increase in deferred revenue related to the EnhancedView contract and our fifth DAP customer, offset by a decrease in cash flows from prepaids related to third party purchases of aerial imagery as well as decreases in cash flows from accounts payable and accrued liabilities due to timing of capital expenditure payments.

Cash used in investing activities decreased to $56.0 million in the three months ended March 31, 2012 from $76.4 million in the three months ended March 31, 2011. The $20.4 million decrease was primarily due to lower capital expenditures related to the construction of the WorldView-3 satellite and related infrastructure. We anticipate capital expenditures for the satellite to continue throughout the remainder of 2012 and, until the completion of WorldView-3, which we currently anticipate to be in 2014.

Cash used in financing activities was $1.2 million in the three months ended March 31, 2012 from $0.6 million provided by financing activities in the three months ended March 31, 2011. The $1.8 million decrease was due to a quarterly principle repayment on our senior credit facility and lower cash proceeds to the Company from a decrease in the exercise of stock options.

Senior Secured Credit Facility

On October 12, 2011, we entered into a $500 million, seven-year senior secured term loan facility and a $100 million, five-year senior secured revolving credit facility, the terms of which are set forth in a Credit and Guaranty Agreement dated as of October 12, 2011 among the Company, the guarantors party thereto, the lenders named therein and J.P. Morgan Chase Bank, N.A., as administrative agent and as collateral agent (the “Credit Agreement”). As of the date of this filing, the revolving credit facility remains undrawn.

The obligations of the Company under the credit facility are guaranteed by certain of the Company’s domestic subsidiaries and are secured by substantially all of the assets of the Company and the guarantors, subject to certain exceptions. Assets collateralizing the senior secured notes had a net book value of $1,454.0 as of March 31, 2012. The 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 our affiliates. The Credit Agreement also requires us to comply with a maximum leverage ratio and minimum interest coverage ratio. As of March 31, 2012 the Company is in compliance with our debt covenants.

Borrowings under the Credit Agreement will bear interest, at our option, at a rate equal to either an adjusted LIBOR rate or a base rate, in each case plus the applicable margin. The applicable margin for borrowings under the term loan facility is 4.50% for adjusted LIBOR loans or 3.50% for base rate loans. The applicable margin for borrowings under the revolving credit facility may change depending on our leverage ratio, up to a maximum of 4.50%. The term loan facility currently bears interest based upon the LIBOR-based rate. We 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.

Off-Balance Sheet Arrangements, Guaranty and Indemnification Obligations

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of March 31, 2012.

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DigitalGlobe, Inc.

Guaranty and Indemnification Obligations

Non-GAAP Disclosures


	Three months ended March 31,
(in millions)	2012			2011 Revised ⁽¹⁾
Net income (loss)	$	3.8		$	(1.3	)
Depreciation and amortization		29.1			29.2
Interest (income) expense, net		3.2			7.9
Income tax expense (benefit)		3.1			(1.5	)

EBITDA	$	39.2		$	34.3
Non-cash stock compensation expense		2.5			2.1
EnhancedView deferred revenue		13.4			16.5
EnhancedView outstanding invoices not yet paid by NGA		4.6			8.3
Amortization of pre-FOC payment related to NextView		(6.4	)		(6.4	)

Adjusted EBITDA	$	53.3		$	54.8

⁽¹⁾	The Company revised its financial information for the first three quarters of 2011. See Note 3 to the Unaudited Condensed Consolidated Financial Statements for more detail.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are not recognized terms under generally accepted accounting principles, or GAAP, in the United States 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-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 internal operating reports by management and the 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 2012, EBITDA is being used as a key element of the company-wide bonus incentive plan. Prior to 2012, adjusted EBITDA had been a key element of the company-wide bonus incentive plan.

EBITDA is a measure of our current period operating performance, excluding charges for depreciation related to prior period capital expenditures and items which are generally non-core in nature. Adjusted EBITDA is a measure of our current period operating performance, excluding charges for capital, depreciation related to prior period capital expenditures and items which are generally non-core in nature, and including EnhancedView deferred revenue and EnhancedView outstanding invoices not yet paid by NGA and excluding the amortization of pre-FOC payments related to our NextView contract. EnhancedView outstanding invoices not yet paid by NGA represent an irrevocable right to be paid in cash by NGA.

EBITDA

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

EBITDA excludes interest income, interest expense, income taxes and loss on early extinguishment of debt 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. EBITDA excludes loss on derivative instrument and disposal of assets because these are not related to our primary operations.

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DigitalGlobe, Inc.

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

Adjusted EBITDA

We believe that the elimination of material non-cash, non-operating items enables a more consistent measurement of period to period performance of our operations. In addition, we believe that elimination of these items in combination with the addition of the nonrefundable EnhancedView deferred revenue and EnhancedView outstanding invoices not yet paid by NGA as well as the elimination of amortization of pre-FOC payments related to NextView, facilitate comparison of our operating performance to companies in our industry. We believe this Adjusted EBITDA measure is particularly important in a capital intensive industry such as ours, in which our current period depreciation is not a good indication of our current or future period capital expenditures. The cost to construct and launch a satellite and build the related ground infrastructure may vary greatly from one satellite to another, depending on the satellite’s size, type and capabilities. For example, our QuickBird satellite, which we are currently depreciating, cost significantly less than our WorldView-1 and WorldView-2 satellites. Current depreciation expense is not indicative of the revenue generating potential of the satellite.

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

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

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2011 Annual Report on Form 10-K.

Revenue Recognition

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 our system. In certain customer arrangements, we must satisfy certain acceptance provisions. For these arrangements, revenue is recognized upon acceptance by these customers. Revenue is recognized net of contractually agreed discounts.

Subscriptions. We sell online subscriptions to our products. These arrangements allow customers access to our products via the internet for a set period of time and a fixed fee. The subscription revenue is recorded as deferred revenue and recognized ratably over the subscription period. In addition, we have other arrangements in which customers pay for their subscription to one of our web-based products by paying for a predetermined amount of access (for example, each time users click on an image of their home). In the case of prepayment, each time a product is accessed, a portion of the customer’s prepayment is earned. These prepayments are recorded as deferred revenue when received and the revenue is recognized based on the number of times the product is accessed. Revenue is recognized net of contractually agreed discounts.

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DigitalGlobe, Inc.

We have generally been unable to establish VSOE for any of our products due to our infrequently selling each deliverable separately or only having a limited sales history, such as in the case of new or emerging products. As of December 31, 2011, we have been unable to establish TPE for any of our offerings due to the unique nature of our products and services and the limited number of competitors. As we are unable to establish price on the basis of VSOE or TPE, we use BESP to determine the allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a standalone basis. We determine BESP for a product or service by considering multiple factors, including but not limited to market conditions, competitive landscape, internal costs, gross margin objectives, product technology lifecycles, pricing practices and our go-to-market strategy.

Deferred Contract Costs

New Accounting Pronouncements

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DigitalGlobe, Inc.

The following new accounting pronouncements were adopted effective January 1, 2012:

•

The presentation of comprehensive income to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. We have opted for the single statement presentation for interim period condensed consolidated financial statements.

•

Provision of a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. This authoritative guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. See Note 9 for the expanded disclosures.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from changes in interest rates under our senior secured facility. The facility provides for a $500 million term loan facility and a $100 million revolving credit facility. At the closing of the facility, we borrowed the full amount of the term loan facility. As of March 31, 2012, we had not drawn any amounts under the revolving credit facility.

Borrowings under the senior credit facility bear interest, at our option, at a rate equal to either an adjusted LIBOR rate or a base rate, in each case, plus the applicable margin. The applicable margin for borrowings under the term loan facility is 4.5% for adjusted LIBOR loans or 3.5% for base rate loans. The applicable margin for borrowings under the revolving credit facility may change depending upon our leverage ratio, up to a maximum of 4.5%. Our term loan facility currently bears interest based upon the LIBOR-based rate.

Based upon the amounts outstanding under the term loan facility as of March 31, 2012 and assuming that the 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 facility of approximately $5.0 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.

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

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2012.

Page 27 of 30

DigitalGlobe, Inc.

As disclosed in our Form 10-K for the fiscal year ended December 31, 2011, which was filed with the Securities and Exchange Commission on February 29, 2012, we concluded that, as of December 31, 2011 material weaknesses in our internal control over financial reporting existed as we did not maintain effective controls over the accuracy, completeness and presentation of the accounting for DAP contracts in accordance with U.S. GAAP and management did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training in the application of U.S. GAAP, which resulted in audit adjustments related to the DAP (as discussed above), stock-based compensation, and certain accrued liability accounts.

Based on the foregoing, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2012 to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management is actively engaged in the planning for and implementation of remediation efforts to address the material weaknesses. These remediation efforts, outlined below, are intended both to address the identified material weaknesses and to enhance the Company’s overall financial control environment. Management believes that these material weaknesses arose due to the Company’s rapid growth and the challenges of being a publicly held company, including increased SEC reporting requirements, which have outpaced the development of the Company’s accounting infrastructure and processes.

During the current quarter, actions continued to be taken to improve internal control over financial reporting by focusing on the initiatives listed below:

•

initiated the evaluation of the roles and responsibilities for the processes used in the Company’s internal control over financial reporting, including a new DAP process;

•

initiated the evaluation of the technical competencies of the accounting staff;

•

reevaluated the Company’s critical accounting policies and continued the process of documenting these policies;

•

reviewed and updated key internal controls for each significant process and began the process of implementing additional procedures, including DAP controls;

•

enhanced the monthly process to review balance sheet fluctuations and/or unusual transactions;

•

added a temporary technical resource to assist in the preparation and review of the quarterly report on Form 10-Q for the period ended March 31, 2012; and

•

assistance from third party consultants on other technical matters including revenue recognition.

Management’s planned actions to further address these issues in 2012 include:

•

the addition of more experienced accounting staff with appropriate expertise to address technical accounting issues;

•

continued evaluation of the Company’s critical accounting policies to ensure they are documented, reviewed and circulated to appropriate company personnel, as well as reviewed and updated on a periodic basis;

•

Continued evaluation of the Company’s key roles and responsibilities surrounding the processes used in the Company’s internal control over financial reporting;

•

Continued evaluation of the technical competencies of the Company’s accounting staff;

•

a formal training program for all technical accounting personnel to enable them to remain current with accounting rules, regulations and trends; and

•

continued documentation of a process for the identification, documentation, review and approval of all complex technical contracts (eg. DAP) and other technical issues.

Page 28 of 30

DigitalGlobe, Inc.

The audit committee is monitoring the detailed plan and timetable for the implementation of the foregoing remedial measures. In addition, under the direction of the audit committee, management will continue to review and make necessary changes to the overall design of the Company’s internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting.

Management believes the measures described above and other procedures that will be implemented will remediate the material weaknesses the Company has identified and strengthen its internal control over financial reporting. Management is committed to continuous improvement of the Company’s internal control processes and will continue to diligently review the Company’s financial reporting controls and procedures. As management continues to evaluate and work to improve internal control over financial reporting, the Company may determine to take additional measures to address material weaknesses or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

In light of the material weaknesses described above, the Company performed additional analysis and other post-closing procedures including but not limited to, a detailed review of balance sheet accounts as of and for the three months ended March 31, 2012, a review of the Company’s compliance with its critical accounting policies and discussions with independent technical advisors for certain of our complex accounting transactions to ensure the consolidated financial statements were prepared in accordance with GAAP. Accordingly, management concluded that the consolidated financial statements in this quarterly report fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with GAAP.

Changes in Internal Control over Financial Reporting

Other than described above, there have been no other changes in internal control over financial reporting during the period covered by this report which have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that the disclosure controls and procedures of internal control over financial reporting will prevent or detect all errors and all fraud. A control system cannot provide absolute assurance due to its inherent limitations; it is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. A control system also can be circumvented by collusion or improper management override. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of such limitations, disclosure controls and internal control over financial reporting cannot prevent or detect all misstatements, whether unintentional errors or fraud. However, these inherent limitations are known features of the financial reporting process, therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

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.

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 29, 2012. There have been no material changes to our Risk Factors since the filing of our Annual Report.

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Page 29 of 30

DigitalGlobe, Inc.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBIT INDEX


Exhibit Number		Description

10.36*		Executive Compensation and Equity Awards (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.37*		Executive Success Sharing Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.38*		Form of Incentive Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.39*		Form of Incentive Stock Option Award Agreement with double trigger acceleration (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.40*		Form of Nonqualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.41*		Form of Nonqualified Stock Option Award Agreement with double trigger acceleration (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.42*		Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.43*		Form of Restricted Stock Award Agreement with double trigger acceleration (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.44*		Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.45†#		Amendment No. 6 to WorldView-3 Satellite Purchase Agreement #60150, by and between DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp.

10.46†#		Amendment to EnhancedView Imagery Acquisition Contract #HM021010C0002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency, dated February 12, 2012.

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 March 31, 2012, filed on May 1, 2012 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.

*	Constitutes a management contract or compensatory plan or arrangement.

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

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

Page 30 of 30

SIGNATURE

DIGITALGLOBE, INC.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 1, 2012		/s/ Yancey L. Spruill
		Yancey L. Spruill
		Executive Vice President, Chief Financial Officer & Treasurer (Principal Financial Officer and Duly Authorized Officer)

EXHIBIT INDEX


Exhibit Number		Description

10.36*		Executive Compensation and Equity Awards (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.37*		Executive Success Sharing Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.38*		Form of Incentive Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.39*		Form of Incentive Stock Option Award Agreement with double trigger acceleration (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.40*		Form of Nonqualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.41*		Form of Nonqualified Stock Option Award Agreement with double trigger acceleration (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.42*		Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.43*		Form of Restricted Stock Award Agreement with double trigger acceleration (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.44*		Form of Performance Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on March 12, 2012, Commission File No. 001-34299 ).

10.45†#		Amendment No. 6 to WorldView-3 Satellite Purchase Agreement #60150, by and between DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp.

10.46†#		Amendment to EnhancedView Imagery Acquisition Contract #HM021010C0002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency, dated February 12, 2012.

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 March 31, 2012, filed on May 1, 2012 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.

*	Constitutes a management contract or compensatory plan or arrangement.

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

Exhibit 10.45

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.

Amendment No. 6

To the

WorldView 3 Satellite Purchase Agreement #60150

This Amendment No. 6 (“Amendment”) to WorldView 3 Satellite Purchase Agreement #60150 (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 Ball Aerospace & Technologies Corp., a Delaware corporation with its principal offices located at 1600 Commerce Street, Boulder, CO 80301 (“BATC”). As used in this Agreement, “Party” means either DigitalGlobe or BATC, as appropriate, and “Parties” means DigitalGlobe and BATC.

WHEREAS, DigitalGlobe and BATC entered into the WorldView 3 Satellite Purchase Agreement #60150 (“Agreement”) on September 1, 2010;

Now , THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following Engineering Change Proposals (“ECP”):

1.	ECP 015: [Redacted] .

This change directs BATC to [**Redacted**] .

Price: The Firm-Fixed Price for the [**Redacted**] is [**Redacted**] .

2.	ECP 016: [Redacted] .

This change directs BATC to [**Redacted**] .

Price: The Firm-Fixed Price for the [**Redacted**] is [**Redacted**] .

3.	ECP 017: Document Updates

This change updates four specifications currently under contract. In addition the Payment Milestone Schedule, Exhibit 3, has been updated.

Therefore, this Amendment updates and updates the following documents which are provided as Attachments 1-5 to the Agreement.

Exhibit 1 to the Agreement, titled “Statement of Work for the WorldView 3 Satellite—10329656, Rev 4.0,” and dated 24 October 2011, is replaced in its entirety by the updated version “Statement of Work for the WorldView 3 Satellite—10329656, Rev 5.0,” dated 14 December 2011, included as Attachment 1 to this Amendment; and

DigitalGlobe Proprietary and Confidential

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

Exhibit 2 to the Agreement, titled “DigitalGlobe WorldView 3 Satellite Specification – 10329655, Rev 8.0,” and dated 2 November 2011, is replaced in its entirety by the updated version “WorldView-3 Satellite Specification – 10329655, Rev 9.0”, dated 19 December 2011, included as Attachment 2 to this Amendment; and

Exhibit 3 to the Agreement, titled “WorldView 3 Payment Milestone Schedule – 10329669, Rev 4.0” and dated 24 October 2011, is replaced in its entirety by the updated version “WorldView 3 Payment Milestone Schedule, Rev—10329669, Rev 5.0,” dated 14 December 2011, included as Attachment 3 to this Amendment; and

“WorldView-3 Spacecraft Simulator Specification – 10258368, Rev 3.0”, and dated 24 October 2011, is replaced in its entirety by the document “WorldView-3 Spacecraft Simulator Specification – 10258368, Rev 4.0”, dated 12 December 2011, included as Attachment 4 to this Amendment.

[**Redacted**]

SUMMARY

The value for these ECPs is $285,000, outlined in the following table:


Change #	Change Description		$
015		[Redacted]		[Redacted]
016		[Redacted]		[Redacted]
017		Documentation Updates	$	0.00
		TOTAL	$	285,000.00

Contract Value Summary


Previous Contract Value	$	217,277,399.00
ECPs	$	285,000.00
New Contract Value	$	217,562,399.00

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

This Amendment No. 6 is hereby executed and agreed to by DigitalGlobe and BATC and shall be binding and effective as of the last date executed below.

DigitalGlobe Proprietary and Confidential

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


Ball Aerospace & Technologies Corp.				DigitalGlobe, Inc.

[Redacted]				/s/ Yancey Spruill
Signature				Signature

[Redacted]				Yancey Spruill
Name				Name

[Redacted]				E.V.P. & Chief Financial Officer
Title				Title

12 January 2012 Date				January 29, 2012 Date

DigitalGlobe Proprietary and Confidential

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

Attachment 1

Statement of Work for the WorldView3 Satellite, Rev 5.0

Dated 14 December 2011

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.

WV3 Satellite Statement of Work_

Doc Number 10329656

Exhibit 1 to Agreement 60150

Statement of Work

for the WorldView 3

Satellite


Document Number		10329656
Release Date:		Dec 14, 2011
Issue/Revision:		Release 5.0
Prepared by:		Brian Uzzle
Approved by		Steve Linn

RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION

This document contains information proprietary and confidential to DigitalGlobe Incorporated, to its subsidiaries, or to a third party to whom DigitalGlobe Incorporated may have a legal obligation to protect such information from unauthorized disclosure, use or duplication. Any disclosure, use or duplication of this document or of any of the information contained herein for other than the specific purpose for which it was disclosed is expressly prohibited, except as DigitalGlobe Incorporated may otherwise agree to in writing. This document may only be used for the purpose for which it is provided. All copies of this document are the sole property of DigitalGlobe and will be returned promptly upon request.

ITAR Controlled Document - DigitalGlobe Proprietary and Confidential

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

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WV3 Satellite Statement of Work_

Doc Number 10329656

Change Record


Issue	Date	Section(s)	Description of Change
Initial	20 Aug 2010		Initial Release
Rev 1	7 Feb 2011	2.1	Updated references for Satellite Specification, Satellite Simulator Specification, and Instrument Specification
		3.1.b	Updated dates for Satellite Simulator releases and number of deliveries
		3.1.n	Added deliverable item [Redacted]
		3.1.o	Added deliverable item [Redacted] .
		13.8.1	Clarified WV3 simulator changes versus WV2 simulator [Redacted] .
		Attachment 1	Updated release dates for Satellite Simulator (LM-8), Satellite Simulator Documentation (LM-9), and Satellite Simulator Source Code (LM-10).
		Attachment 1	Updated [Redacted] (CFHW-1)
Rev 2	14 Apr 2011	10.2.2	Updated [Redacted] , to be consistent with the date in Attachment 1 (CFHW-2)
		1.2, 2.1, 4.5.3.2.F, [Redacted] , 11.4, 12.1, 12.2, 12.3, Attachment 2	Changed launch vehicle baseline from Delta-2 to Atlas V. Changed number of TIMs from 8 to 20. Changed SLRR from [Redacted] to [Redacted] .
		3.1(b)	Updated delivery date for Simulator [Redacted] per Ball’s request.
Rev 3	9 Sep 2011	1.1	Added definitions for [Redacted] .
		2.1	Added [Redacted] specification. Updated Satellite Spec and Simulator Spec versions. Changed BATC documents for Configuration and Data Management to current doc numbers and release versions. Updated Spaceport Systems International handbook version.
		3.1.a	Updated delivery date for Satellite, based on [Redacted]
		3.1.b	Updated delivery date for Simulator [Redacted] (LM-8) to match agreed upon dates.
		3.1.p, 3.1.q	Added deliverable items for [Redacted]
		4.2	Added [Redacted]
		4.5.3.1	Added [Redacted]
		4.5.3.2.F	Added [Redacted] specifics
		5.2.2	Added [Redacted] .
		5.3.9.1	Added [Redacted]
		5.3.11.i-m	Added [Redacted]
		6.2.2	Updated PCB Section to reflect virtual nature of PCBs
		9.3.b	Added [Redacted]
		9.3.g	Added [Redacted]
		10.5.9	Added [Redacted]
		13.5.g-l	Added [Redacted]
		Attachment 1	Added [Redacted] and CGSE-16. Changed [Redacted]
		n/a	Added Table of Contents

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Doc Number 10329656


Issue	Date	Section(s)	Description of Change
Rev 4	24 Oct 2011	[Redacted]	[Redacted]
Rev 5	14 Dec 2011	[Redacted]	[Redacted]

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Issue	Date	Section(s)	Description of Change

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iii

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WV3 Satellite Statement of Work_

Doc Number 10329656

Table of Contents


1.0		INTRODUCTION			1


1.1	D EFINITIONS	1
1.2	P ROGRAM O VERVIEW	2


2.0		DOCUMENTS			3


2.1	A PPLICABLE D OCUMENTS	3
2.2	R EFERENCE D OCUMENTS	4


3.0		CONTRACT DELIVERABLES			5


4.0		PROGRAM MANAGEMENT			6


4.5		M EETINGS & R EVIEWS			7


4.5.1	Weekly Status Meeting	8
4.5.2	Monthly Program Status Review	8
4.5.3	Program Reviews	8
4.5.4	Component/Subsystem Design Review Listing (CDIL PM-3)	9
4.5.5	Component/Subsystem Test Readiness / Data Review Listing (CDIL PM-4)	10
4.5.6	DigitalGlobe Meetings	10


4.6		D OCUMENTATION M ANAGEMENT			10


4.7		A CTION I TEM T RACKING (CDIL PM-6)			11


4.8		F INANCIAL M ANAGEMENT			11


4.8.1	Historical Record of Payments (CDIL PM-7)	11
4.8.2	Payments Forecast (CDIL PM-7)	11


4.9		C ONTRACT C HANGE C ONTROL			11


5.0		DESIGN			13


5.1	G ENERAL	13
5.2	W ORKING G ROUPS AND T RADE S TUDIES	13


5.2.1	Working Groups	13
5.2.2	Trade Studies	13


5.3		S ATELLITE D ESIGN D ATA			13

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5.3.4	Satellite Environmental Design and Test Specification (EDTS) (CDIL D-4)	13
5.3.5	Contamination Control Plan(s) (CDIL D-5)	13
5.3.6	Satellite Level Requirements Verification/Compliance Matrix (CDIL D-6)	13
5.3.7	Box Level Requirements Verification/Compliance Matrix (CDIL D-7)	14
5.3.8	Drawings (CDIL D-8)	14
5.3.9	Performance Compliance and Risk Management	14


5.3.10	Subsystem Description Documents (CDIL D-11)	14
5.3.11	Analysis and reports	15
5.3.12	Other Interface Control Documents	16
5.3.13	Critical Items list (CDIL D-18)	16
5.3.14	Component Heritage Summary (CDIL D-19)	16
5.3.15	Engineering Reports (CDIL D-20)	16
5.3.16	Flight Software Source Code (CDIL D-21)	16
5.3.17	Composite Grounding Design (CDIL D-22)	16
5.3.18	Structural, Power, Thermal, and Reliability Analytical Models (CDIL D-23)	16
5.3.19	Coordinate Transformation Document (CDIL D-24)	17
5.3.20	Flight Software Users Manual (CDIL D-25)	17
5.3.21	Component Acceptance Data Package (CDIL D-26)	17
5.3.22	Jitter/MTF Analysis and Test Data (CDIL D-27)	17
5.3.23	Instrument/Sensor Boresight Stability Data (CDIL D-28)	17
5.3.24	Position and Attitude Accuracy (CDIL D-29)	17
5.3.25	Satellite to MGB Interface Control Document(s) (CDIL D-32)	17
5.3.26	DigitalGlobe to BATC Electrical GSE Interface Control Document (CDIL D-33)	17


6.0		PRODUCT ASSURANCE			18


6.1	P RODUCT A SSURANCE P LAN	18
6.2	BATC P ARTS C ONTROL B OARD (PCB)	18


6.2.1	Subcontractor Parts Control Board (PCB)	18
6.2.2	PCB Meetings	18


6.3		P ARTS AND M ATERIALS			18


6.3.1	Electrical, Electronic, and Electro-mechanical Parts (EEE)Parts Listing (CDIL QA-1)	18
6.3.2	Material and Processes Reports (CDIL QA-2)	19


6.4		A S -B UILT C ONFIGURATION AND C ONFORMANCE			19


6.4.1	As-Built Configured Article List (CDIL QA-3)	19
6.4.2	Certificate of Conformance (CDIL QA-4)	19


7.0		PROCUREMENT			20

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7.6	D OCUMENTATION	20
7.7	S UBCONTRACT F LOW - DOWNS	20


7.7.1	Assignment Clause	20
7.7.2	Access	20


8.0		PRODUCTION ACTIVITIES			21


9.0		INTEGRATION AND TEST ACTIVITIES			22


9.1	G ENERAL	22
9.2	B OX /S UBSYSTEM L EVEL T ESTING	22


9.2.1	General	22
9.2.2	[Redacted]	22


9.6.1	Content	23
9.6.2	Timeliness	23


9.7	U NINTERRUPTIBLE P OWER S UPPLY (UPS)	23
9.8	D IGITAL G LOBE I NTEGRATION AND T EST E NGINEERING A CCESS	23


9.9	T EST R EVIEWS	23
9.10	O PTIONAL T ESTING	23


10.0		CUSTOMER FURNISHED EQUIPMENT AND SERVICES			24


10.1	G ENERAL	24
10.2	F LIGHT E QUIPMENT	24


10.2.1	[Redacted]	24
10.2.2	[Redacted]	24
10.2.3	[Redacted]	24
10.2.4	[Redacted]	24
10.2.5	[Redacted]	24
10.2.6	[Redacted]	24


10.3	S IMULATORS (CSIM-1)	24
10.4	L AUNCH V EHICLE I NTERFACES	24


10.4.1	Launch Vehicle Interface	24
10.4.2	Launch Vehicle Separation Connectors (CLSE-3)	24


10.5		G ROUND S UPPORT E QUIPMENT			25

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10.6	L AUNCH V EHICLE D ATA (CLD-1 AND CLD-2)	25
10.7	I NSTRUMENT D ATA	26


10.7.1	Instrument Structural Analysis Data (CID-1)	26
10.7.2	Instrument Thermal Analysis Data (CID-2)	26


11.0		STORAGE AND DELIVERY			27


12.0		LAUNCH SUPPORT SERVICES			28


12.1	G ENERAL	28
12.2	R EQUIREMENT D EFINITION	28
12.3	T ECHNICAL I NTERCHANGE M EETINGS	28
12.4	FEM AND CLA- TO -D ESIGN L OAD C OMPARISONS (CDIL LM-2)	28
12.5	E XPORT R EGULATIONS	28
12.6	A DAPTER F IT -C HECK	29
12.7	L AUNCH S ITE I NFRASTRUCTURE	30
12.8	L AUNCH S ITE O PERATIONS	30
12.9	F UELING	30


13.0		MISSION PREPARATION AND ON-ORBIT COMMISSIONING			30


13.1		T RAINING (CDIL LM-3)			30


13.1.1	Training Materials	30
13.1.2	Training Sessions	30


13.2	C OMMAND AND T ELEMETRY H ANDBOOK (CDIL LM-4)	30
13.3	B US S UBSYSTEM C ALIBRATION T OOLS (CDIL LM-5)	30
13.4	D IGITAL G LOBE P ROCEDURE D EVELOPMENT S UPPORT	30
13.5	C OMMISSIONING P LAN (CDIL LM-6)	30
13.6	A NOMALY P REPARATIONS	31
13.7	S ATELLITE C OMMISSIONING	31


13.7.1	Launch and Early Operations (LEOP) Phase	31
13.7.2	Verification and Calibration (V&C) Phase	31


13.8		S ATELLITE S IMULATOR			31


13.9		M ANEUVER P LANNERS			32

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14.0	COMMUNICATIONS FLEXIBILITY AND TT&C DEFINITION	33
15.0	FACILITIES	33


ATTACHMENT 1	CONTRACT DATA ITEMS LIST 1-1
ATTACHMENT 2	CUSTOMER FURNISHED EQUIPMENT LIST	2-1

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1.0 Introduction

This Statement of Work defines those tasks to be performed by BATC, the Space Segment Integrator, in defining; designing, producing, testing, verifying, and preparing for launch; the DigitalGlobe WorldView 3 Satellite. BATC has the overall responsibility for Satellite performance, as defined in the WV3 Satellite Specification, provided the DG-furnished Instrument meets its interfaces and specifications as defined in Paragraph 2.2. Within this role, BATC has the responsibility to work with DigitalGlobe to define requirements, allocate budgets, analyze performance, execute trade studies, interact with other vendors, define configurations(s), conform to existing Instrument interfaces, assess and mitigate risks, prepare various programmatic documentation, and interact with all participating organizations via meetings, teleconferences, and reviews as defined herein.

BATC shall provide integrating services as defined herein and the hardware and software, exclusive of Customer Furnished Equipment, that comprise the WV3 Satellite.

This document also defines the scope of work required from DigitalGlobe and associated subcontractors in order for BATC to execute this contract successfully.

Associate contractors under contract to DigitalGlobe shall provide the Instrument and Launch services. However, BATC shall fully support defining, documenting, and verifying Satellite(s) to LV and MGB interfaces and integration procedures. BATC shall insure that the Satellite will withstand all launch environments.

1.1 Definitions

Agreement: Satellite Purchase Agreement #60150 by and between DigitalGlobe, Inc. and Ball Aerospace and Technologies Corp., dated August 27, 2010, as amended.

Authorization to Proceed (ATP): Effective date of work commencement per the Agreement.

Satellite: The complete space-borne infrastructure required to perform the mission of providing radiometrically and geometrically correct imagery of the Earth. The Satellite consists of the Instrument and the Spacecraft Bus.

[**Redacted**]

Instrument: The Instrument is that part of the Satellite that collects light photons using appropriate mirrors and structure, [**Redacted**] . It also may be designated the Electro-Optical Assembly (EOA). The instrument includes its own thermal control system. However, the instrument focus mechanism depends upon drive electronics to be provided by BATC per this Statement of Work. Also, the instrument stimulation lamp depends upon drive electronics to be provided by BATC per this Statement of Work.

Telescope: That part of the Instrument that collects and focuses light onto a focal plane. [**Redacted**] It also may be designated the Optical Telescope Unit (OTU).

Sensor Subsystem (SSS): That part of the Instrument that converts photons to analog voltage signals, [**Redacted**] , and digitizes [**Redacted**] those signals.

[**Redacted**]

Solid State Recorder: The subsystem that accepts digital data from the SSS and Ancillary Data from the spacecraft bus, provides storage, [**Redacted**] and outputs that data to the wideband transmitter(s).

Spacecraft Bus: The Bus is that part of the Satellite that provides the support infrastructure so the Instrument can function.

[**Redacted**]

MGB: “MGB” is a meaningless three letter designation for an additional subsystem being installed on the WV3 satellite. The MGB subsystem consists of three components. The first is a Sensor Unit (SU) which will attach to the aperture end of the OBA. The second is the Interface Adaptor Unit (IAU) which will mount to the spacecraft bus. The third is an inter-connect cable which connects the first two units.

Initial Acceptance: Occurs upon successful completion of the Satellite Pre-Ship Review as defined in paragraph 4.5.3.2.e

Final Acceptance: Occurs following satellite fueling operations and completion of the Satellite Launch Readiness Review as defined in paragraph 4.5.3.2.f

Transfer of Title: Occurs as defined in the Satellite Purchase Agreement paragraph 8.

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1.2 Program Overview

Under this Scope of Work, DigitalGlobe will procure one satellite to support the EnhancedView program and future commercial operations. DigitalGlobe shall provide the Instrument as Customer Furnished Equipment via a procurement contract with ITT. DigitalGlobe shall provide the “MGB” subsystem. As on the WV2 program, BATC shall deliver a WorldView 2 like stimulation lamp that will be incorporated into the ITT provided instrument. BATC shall also incorporate into the Bus, an instrument focus mechanism electronics capability.

DigitalGlobe shall provide the Launch Services via a procurement contract with Lockheed Martin-Commercial Launch Services. Lockheed Martin-Commercial Launch Services has in-turn subcontracted with United Launch Alliance to provide the Atlas V launch vehicle and associated launch services. BATC can assume an Atlas V launch vehicle and a launch from Vandenberg Air Force Base. BATC shall assume satellite processing at Vandenberg AFB will occur in either the Astrotech Payload Processing facility or the Spaceport Systems International Processing Facility.

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2.0 Documents

2.1 Applicable Documents

This Statement-of-Work identifies applicable documents. These documents provide detailed requirements regarding Satellite performance, interfaces, and/or standardized design, fabrication, and testing processes/procedures. BATC and DigitalGlobe will perform the defined work according to these standardized processes/procedures such that the delivered products meet the performance and ICD requirements.

In the event of any conflict between these documents, the following order of precedence shall prevail: a) Agreement Terms & Conditions; b) Statement of Work; c) Satellite Specification; d) Other Applicable documents.

DigitalGlobe Produced or Provided Documents


WV3 Satellite Specification		[Redacted]
WV3 Spacecraft Simulator Specification		[Redacted]
WV3 Command & Telemetry Handbook Specification		[Redacted]
WV3 Maneuver Planner Specification		[Redacted]
MGB Data Protection Plan for BATC		[Redacted]
Stim Lamp and Stim Lamp Electronics Specification		[Redacted]
[Redacted] Focus Mechanism Electronics Specification		[Redacted]
Star Tracker Simulation Specification		[Redacted]
IRU Simulator Specification		[Redacted]
SSR to DPU Cable Design and Build Documentation		[Redacted]
[Redacted]		[Redacted]

BATC Produced Documents


BATC Product Assurance Plan		[Redacted]
BATC Supplier Product Assurance Plan		[Redacted]
Civil & Operational Space (COS) SBU Configuration and Data Management (CD&M) Plan		[Redacted]
WV-3 CDM Plan Addendum		[Redacted]

Associated Contractor Produced Documents


Astrotech Vandenberg Facility Accommodations Manual		[Redacted]
Spaceport Systems International, Vandenberg Facility Payload Facility Handbook		[Redacted]
Atlas V Launch Services User’s Guide		[Redacted]

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2.2 Reference Documents

The following documents provide the baseline instrument definition. DigitalGlobe shall provide an instrument that is compliant with these documents.

DigitalGlobe Produced or Provided Documents


Instrument Specification		[Redacted]
Instrument Finite Element Model		[Redacted]
[Redacted]		[Redacted]

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3.0 Contract Deliverables

3.1 Deliverable Items

WV3 Satellite: Initial Acceptance: [**Redacted**] . Final Acceptance: [**Redacted**] Delivery shall be adjusted for Excusable Delay or failure of customer to [**Redacted**] to the extent that these delays affect the Delivery Date.

WV3 Satellite Simulator

Initial release: [**Redacted**]

Simulator Delivery [**Redacted**]

Functional and performance signoff: [**Redacted**]

On orbit performance/tuning update: [**Redacted**]

[**Redacted**]

o .

[**Redacted**]

3.2 Deliverable Data

Reference Attachment 1: Contractor Data Items List (CDIL)

3.3 Deliverable Services

Storage and Delivery (Section 11.0)

Launch Support (Section 12.0)

Mission, Commissioning, & Readiness Support (Section 13.0)

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4.0 Program Management

4.1 Program Philosophy

Emphasis throughout all phases and functions of the project shall be to produce a reliable Satellite that meets the performance requirements on the contracted schedule. [**Redacted**]

4.2. BATC Organization

(CDIL PM-1)

A dedicated Program Manager shall be appointed by BATC prior to the start of the contract. The Program Manager shall lead all of the Contractor’s activities under the contract.

A diagram illustrating the Program Management Structure shall be provided to DigitalGlobe. (CDIL PM-1) This diagram(s) shall indicate job titles and names of the program management team.

The Program Manager shall coordinate changes to contract conditions, price, timescale, deliverables, services or performance levels, unless a specific alternate has been appointed to deal with any of these matters. All changes to the contract documents shall require the written agreement of BATC contracts representative.

BATC shall also appoint a different and dedicated individual to be a single point of contact for each of the following:

Program technical management (Satellite System Engineer)

Instrument System Engineer

Project Engineer Quality Assurance (PEQA)

Program Integration and Test management

[**Redacted**] BATC shall appoint a different individual to be a single point of contact for each of the following:

Various Bus Subsystem Lead Engineers

Launch Vehicle Integration Engineer

Program Contract Management

These individuals are key personnel and, if performing well, should remain unchanged for the duration of the program.

BATC shall appoint a Satellite Simulator Project Lead. This individual will be the technical lead for the Satellite Simulator development effort and will be responsible for meeting its technical and schedule guidelines established herein.

4.3 DigitalGlobe Management

DigitalGlobe will appoint a Program Manager who as an individual shall act as DigitalGlobe’s primary point of contact on all program management matters. As required, according to the activity and phase of the contract, the Program Manager will nominate specific individuals to interface directly with BATC.

The DigitalGlobe Program Manager shall coordinate changes to contract conditions, price, timescale, deliverables, services or performance levels, unless a specific alternate has been appointed to deal with any of these matters. All changes to the contract documents shall require the written agreement of the DigitalGlobe contracts representative.

DigitalGlobe will also appoint a responsible individual(s) to be a single point of contact for each of the following.

[**Redacted**]

BATC shall permit direct engineering interactions between these DG individuals and their BATC counterparts.

4.4 Space Segment Master Program Schedule (MPS) (CDIL PM-2)

BATC shall develop maintain, and provide a Master Program Schedule (MPS) for the entire program including hardware, software, analyses, data item deliverables, and subcontractor activities for all phases of the program including design, integration, test, and shipment through final acceptance.

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4.4.1 General

The MPS shall consist of a computer supported dependency network, each element of which shall represent a single program event. Each event shall be attributed a start and finish date. The network must clearly show the interdependency in terms of both time and function amongst the events.

The MPS shall be the major management tool for planning, monitoring and controlling the program, in terms of:

Planning the program, monitoring progress, documenting actual activity accomplishment and actual durations.

Predicting future progress.

Identification of significant milestones e.g. review meeting.

Identification of the time critical path.

Reflecting actual progress and changes relative to baseline plan.

4.4.2 Required Software

The Contractor shall create and maintain the network using Microsoft Project (Version 2003). Schedules of a detailed nature shall be provided electronically on a monthly basis. A hardcopy shall also be provided on request.

4.4.3 MPS Construction

Content

The network shall be constructed against the following major classifications:

Deliverable hardware down to component level

Software development activities

Facilities required to support the production of any of the deliverables

Other events/items required to support the production of the deliverables or services. e.g. test aids, test software prototypes, etc.

Customer Furnished Equipment required from DigitalGlobe

Individual items in each class shall be considered to consist of a number of generic events. These events shall typically consist of such activities as:

Plan

Design & develop

Manufacture

Assemble

Integrate

Test

Deliver

Reviews

However steps may be omitted or added given unit specific circumstances.

Unique Identifiers

The MPS shall include a unique identifying number for each task. This will more easily allow DigitalGlobe to combine certain tasks into a DigitalGlobe Master Schedule. Unique identifiers will not be deleted, reused, or re-assigned to other tasks.

4.4.4 Reports

The MPS shall be capable of generating a number of different types of reports upon demand. All events and milestones shall be coded to permit a variety of sort options to be exercised without program modification. Both GANTT and network form shall be supported.

4.5 Meetings & Reviews

BATC shall support the meetings and reviews listed in the following paragraphs.

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4.5.1 Weekly Status Meeting

BATC Program Manager shall support a weekly meeting/telecon with the DigitalGlobe Program Manager to review program status including schedule, technical, risk register, action item list, and subcontracts.

4.5.2 Monthly Program Status Review

BATC Program Manager shall support a monthly Program Status Review with DigitalGlobe.

4.5.3 Program Reviews

List of Formal Reviews

BATC will host and conduct formal reviews at the following program milestones. BATC shall prepare charts, viewgraphs, analysis results, trade study results, etc. in the quantity and quality typical of aerospace industries reviews.

Satellite Requirements Review (SRR) (CDIL D-34) ) Only changes between WV2 and WV3 must be reviewed.

Delta—Preliminary Design Review (PDR) (CDIL D-30) Only changes between WV2 and WV3 must be reviewed.

Delta-Critical Design Review (CDR) (CDIL D-31) Only changes between WV2 and WV3 must be reviewed.

Spacecraft Bus Complete/Instrument Integration Readiness Review (IRR) (CDIL – PT-8)

Satellite Environmental Testing Readiness Review (CDIL – PT-9)

Satellite Pre-Ship Review (CDIL PT-10)

Launch Readiness Review (CDIL LM-14)

[**Redacted**]

4.5.3.2 Content of Reviews

PDR and CDR: BATC shall conduct “delta” reviews. These reviews will document the design changes between WV2 and WV3. These design reviews (PDR and CDR) shall include information and documentation typical of aerospace industry reviews, such as:

Satellite mechanical configuration including stowed and deployed views

Satellite mechanical configuration including [**Redacted**]

Satellite electrical/electronic design, including system block diagram and redundancy scheme

Satellite software design

Satellite Operating Modes

Satellite Fault Detection and Safing

Satellite Budgets and Margins

Performance relative to specifications

Mass

Power

Thermal

Consumables

Attitude control: stability, pointing and knowledge

RF links

Satellite resources: relays, telemetry stream, CPU throughput, processor memory

MTF

Reliability: Ps, critical items list, cycle-limited items, FMECA

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Spacecraft Bus Complete/Instrument Integration Readiness Review: BATC shall host this review. The purpose is to ensure the readiness to begin Instrument integration. This review will cover information including:

Instrument Integration procedure and hardware status

Status of all Certification Logs for all Ball built hardware that will be integrated to the Bus. Ball shall provide rationale and recovery plan for all certification logs that are open, even though the hardware is complete and ready for integration.

TAR and HAR status from the Bus Integration and Test phase

Test Team Personnel status, certifications, and time-sharing with other programs

Facility status

Satellite configuration review

Other issues that may impact the timely and successful completion of Instrument integration.

The Spacecraft Bus shall be deemed complete and ready for Instrument integration when: [**Redacted**]

Satellite Environmental Testing Readiness Review: BATC shall host this review. The purpose is to ensure the readiness to begin satellite level environmental testing which includes but is not limited to: TVAC, EMI/EMC, Vibration, Shock, and Acoustic. This review will cover information including:

[**Redacted**]

Satellite Pre-Ship Review: BATC shall host this review. The purpose is to ensure the readiness to ship the satellite to the launch site. This review shall be held after completion of all significant testing and all post-test reviews. The purpose shall be to review the results of the entire Integration & Test program, and demonstrate compliance to the satellite specification., and provide for satellite preliminary acceptance.

The Pre-ship Review shall be deemed satisfactory and the satellite preliminary acceptance by DigitalGlobe complete when the:

[**Redacted**]

Satellite Launch Readiness Review: BATC shall conduct a Satellite Launch Readiness Review (SLRR) on or about [**Redacted**] . (Note, the Launch Services Provider, Lockheed Martin/ULA also has a review called the Launch Readiness Review. However, that review encompasses the satellite, launch vehicle, weather, and range support.) This SOW paragraph is only concerned with the readiness to launch the satellite. BATC shall review the results of the launch site Integration & Test activities, review any updates to the Verification Matrix, and provide for satellite final acceptance.

The SLRR shall be deemed satisfactory and the satellite final acceptance by DigitalGlobe complete when the:

[**Redacted**]

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4.5.4 Component/Subsystem Design Review Listing (CDIL PM-3)

BATC shall prepare a summary listing of all planned component (box level) and subsystem design reviews. This listing shall include BATC and vendor provided hardware, and BATC provided software including the satellite simulator and maneuver planner software. This listing shall define the meeting format and required attendance. BATC shall provide a minimum of 10 days advance notice to DigitalGlobe for the following major reviews:

System/Subsystem & Component PDRs

System/Subsystem & Component CDRs

DigitalGlobe attendance and participation, including support consultants, shall be allowed, but not required at all reviews. The review activity will not be repeated if DigitalGlobe fails to attend.

4.5.5 Component/Subsystem Test Readiness / Data Review Listing (CDIL PM-4)

BATC shall prepare a summary listing of all planned component (box level) and subsystem qualification and acceptance test reviews. This listing shall include BATC provided and vendor provided hardware, and BATC provided software. This listing shall define the meeting format and required attendance. BATC shall inform DigitalGlobe of upcoming reviews in a timely manner.

DigitalGlobe attendance and participation shall be allowed, but not required at all reviews. The review activity will not be repeated if DigitalGlobe fails to attend.

4.5.6 DigitalGlobe Meetings

DigitalGlobe will arrange separate contracts for the:

Launch Vehicle Segment (LV)

Instrument

Launch and Mission insurance

A series of technical interchange and review meetings will be held with these contractors jointly and separately, as required. BATC shall provide representation at these meetings as needed to resolve interface issues.

In the case of the insurance (c), BATC will provide inputs to formal presentations and support meetings to be held at the DigitalGlobe facility. DigitalGlobe will be responsible for responses to action items using information made available or provided by BATC during the course of the program.

4.6 Documentation Management

4.6.1 Access to Program Technical Data

DigitalGlobe will have access rights to all program technical data that BATC generates and Subcontractor data to which BATC has legal and contractual rights. Program technical data may include Engineering Reports, drawings, software source code, and other tools used in the development of the spacecraft and analysis of requirements.

4.6.2 Objective

BATC shall establish a control and monitoring process relating to all deliverable documentation and other technical and test data for the complete program. The program shall account for the following:

Preparation, review, and formal release as required

Changes

Storage, backup, and retrieval

Distribution

Note:

BATC shall include the DigitalGlobe Satellite Integration and Test Point-of-Contact on the distribution list of all relevant WV3 Engineering Reports. (“Relevant” in this clause refers to all ERs containing design information, analyses, test data, etc that affect the performance and/or operations of the satellite. It does not include ERs that contain BATC proprietary cost data.)

DigitalGlobe access to all BATC documentation prepared on the project

Long term storage for the purpose of through-life product support

As a primary supporting management tool, BATC shall use a secure project server. All data items except memory intensive drawings, test data, production logs, and QA data shall be maintained electronically on the project server. The project shall use the Microsoft Office software suite for word processing, spreadsheets, presentations, and documentation databases.

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4.6.3 Documentation Listing (CDIL PM-5)

BATC shall develop and maintain a Documentation Listing that identifies all deliverable reports, analyses, drawings, software items, etc., that are developed on the project. The Documentation Listing shall include a naming convention that uniquely identifies the documents for electronic access where applicable. The List shall also indicate spacecraft name, a short title/description of the document, subsystem affected, the latest revision number and date, planned completion date, and status information. The List shall indicate those WV1 and WV2 documents that are also applicable to WV3. Document updates are required to reflect content changes. Document updates are not required if the sole purpose is to reflect applicability to WV3.

4.6.4 Documentation Delivery

The Contractor shall deliver document in native formats, e.g. Microsoft Word, Excel, etc., as opposed to PDF except as noted below. DigitalGlobe will identify the delivery location, such as a Microsoft Office Sharepoint Server (MOSS) internet site, and provide Contractor with username and password-controlled access. Documents shall be submitted or made available to DigitalGlobe according to the dates indicated in the list provided in Attachment 1.

In the case of deliverables generated in Microsoft Office, such as Word, Excel, PowerPoint, etc; BATC shall populate the document property fields with the following minimum information: Title, Subject, Author, and key words.

In the case of deliverables that are not generated in MicroSoft Office, such as BATC drawings, .pdf is acceptable and BATC shall populate the property fields of drawings after they are converted to .pdf format.

4.7 Action Item Tracking (CDIL PM-6)

BATC shall maintain an Action Item List indicating all significant action items, including those of BATC as well as those of other organizations that relate to interactions with BATC. The Action Item List will be developed and maintained in a format that allows sorting by subsystem, originating party, receiving party, originating date, and closing date. BATC shall be responsible for ensuring closure of those items relating to BATC interactions and interfaces.

4.8 Financial Management

BATC shall define a standard set of formats for reporting program financial payment and billing status and shall submit them on a monthly basis. This shall consist of the following:

4.8.1 Historical Record of Payments (CDIL PM-7)

This shall consist of a record of the individual payments made, updated on a monthly basis. This record shall be cross-referenced to the payment schedule incorporated in the contract. Payments made in support of contract amendments shall be separately reported and cross-referenced to the payment schedule incorporated in the amendment.

4.8.2 Payments Forecast (CDIL PM-7)

This shall consist of a forecast of the future invoices and shall be cross-referenced to the payment schedule incorporated in the contract. Payment milestone forecasts shall be consistent with program progress reported on the Master Program Schedule. NOTE: Record of Payments and Payment Forecast are delivered as a single CDIL item.

4.9 Contract Change Control

These are considered to be of three types only:

Contract Amendments

Waivers: A written authorization granted after contract award to accept an item, that during production, or after having been submitted for inspection or acceptance, is found to depart from contract or specified configuration requirements. Waivers are intended only as one-time departures from an established configuration for specified items or lots and are not intended to be repeatedly used in place of formal engineering changes.

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Deviations: A written authorization, granted after contract award and prior to the manufacture of the item, to depart from a particular performance or design requirement of a contract, specification, or referenced document, for a specific number of units or a specified period of time. Deviations are intended only as one-time departures from an established configuration for specified items or lots and are not intended to be repeatedly used in place of formal engineering changes.

BATC shall devise a system to control, monitor, and notify DigitalGlobe of these changes. The control system shall include provision for:

A unique numbering scheme to track the changes through to completion.

Impact upon contract obligation:—price, performance and delivery schedule, with specific identification of the item(s) of hardware, software or documentation affected.

Notification of timescale for acceptance or rejection for each change, typically 10 business days.

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5.0 Design

5.1 General

BATC shall perform the necessary trade studies, preliminary design, and detailed design of the Satellite, exclusive of the Customer Furnished Equipment as defined in Section 10, in accordance with the applicable documents. BATC shall design and procure the Ground Support Equipment necessary to support Satellite Integration and Test activities, except for items defined in Section 10.0. Design activities shall be featured in the program master schedule.

5.2 Working Groups and Trade Studies

5.2.1 Working Groups

[**Redacted**]

5.2.2 Trade Studies

5.3 [**Redacted**] Satellite Design Data

The satellite shall be designed such that the environmental design criteria of the Instrument as defined in the documents of paragraph 2.2 are not exceeded, and the structural, electrical, and thermal characteristics, as defined in the documents of paragraph 2.2, of the Instrument are accommodated.

DigitalGlobe shall provide information required to update the budgets for the Customer Furnished Equipment, consistent with paragraph 2.2.

5.3.1 Satellite to Instrument Interface Control Document(s) (CDIL D-1)

BATC shall produce and maintain the Satellite to Instrument ICD(s). The ICD(s) will address all interface issues including but not limited to: power, commanding, telemetry, mass and mass properties, mechanical envelope and mounting, thermal, fields-of-view, vibration and jitter isolation/management, and accommodation of bus components on the Instrument.

5.3.2 Satellite to Ground Terminal Narrowband Link ICD (CDIL D-2)

BATC shall produce and maintain the Satellite to Ground Station Narrowband Link ICD. This link will address both the command uplink and telemetry downlink.

5.3.3 Satellite to Ground Terminal Wideband Link ICD (CDIL D-3)

BATC shall produce and maintain the Satellite to Ground Terminal Wideband Link ICD.

5.3.4 Satellite Environmental Design and Test Specification (EDTS) (CDIL D-4)

BATC shall prepare and maintain the EDTS, or equivalent document defining the component environmental design and test requirements. Electromagnetic Interference Design and Testing shall be in accordance with the standards specified in Satellite Specification.

5.3.5 Contamination Control Plan(s) (CDIL D-5)

[**Redacted**]

5.3.6 Satellite Level Requirements Verification/Compliance Matrix (CDIL D-6)

BATC shall produce a satellite level RVCM. The RVCM will include requirements from the Satellite Specification, [**Redacted**] and the Instrument Specification if applicable. BATC shall update/maintain the Satellite RVCM to reflect changes to these parent specifications. DigitalGlobe shall have review and approval authority over changes to the RVCM. BATC shall include the following information in the RVCM

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Source of requirement (Parent specification document and paragraph number, i.e. satellite spec, instrument spec, etc)

Specification paragraph

Paragraph title

Summary description of requirement

Column indicating status of compliance

Summary description of performance

Responsible organization

Verification Point [**Redacted**]

Verification Method [**Redacted**]

Verification Source Document indicating applicable paragraph, test sheet, etc.

Comments, if required.

Other information at BATC’s option

5.3.7 Box Level Requirements Verification/Compliance Matrix (CDIL D-7)

BATC shall flow down requirements from the Satellite Specification to box level requirements. BATC shall develop performance requirements for each box level component on the Satellite excluding CFE. For this paragraph, “box level component” also includes all components that are not really “box” like. These include but may not be limited to:

[**Redacted**]

BATC shall use the Box Level RVCM as an input into the box level performance test procedures. BATC shall demonstrate compliance to the box level RVCM.

5.3.8 Drawings (CDIL D-8)

A complete file of BATC drawings prepared for the WV3 program, will be maintained on file in electronic and hardcopy form, where appropriate. Electronic transfer to DigitalGlobe will constitute delivery.

5.3.9 Performance Compliance and Risk Management

5.3.9.1 Performance Compliance (CDIL D-9)

The contractor shall supply at PDR a Performance Compliance Matrix identifying the performance estimate, allocated uncertainty (and/or contingency as appropriate) and resulting Total Performance (where Total Performance = performance estimate + uncertainty) for the following list. The Performance Compliance Matrix shall be updated and provided with each Quarterly Review following the PDR. [**Redacted**]

[**Redacted**]

DigitalGlobe shall provide performance information required to update the budgets for any of the Customer Furnished Equipment, in accordance with the documents in Paragraph 2.2.

5.3.9.2 Risk Management Report (CDIL D-10)

BATC and DigitalGlobe shall jointly develop and maintain a Risk Status Report. This report highlights known program risks, assigns risk levels, and documents mitigation strategies and status. BATC shall supply at PDR an initial Risk Status Report covering the system elements to be provided by this SOW. BATC shall updated the Risk Status Report monthly following the PDR.

5.3.10 Subsystem Description Documents (CDIL D-11)

BATC shall prepare Subsystem Description Documents for each satellite subsystem.

The Subsystem Description Documents will include as a minimum, unless provided in other deliverable documents, and referenced in the SDD:

a.	Subsystem Overview including a detailed block diagram

b.	Functionality and major performance characteristics of each Subsystem Component

c.	Redundancy

[**Redacted**]

d.	[Redacted]

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e.	[Redacted]

f.	[Redacted]

g.	Subsystem schematic including power, power returns, commands, and telemetry. This schematic shall be updated to reflect Engineering Change Orders.

h.	Expected nominal operating methods and telemetry limits

[**Redacted**]

i.	Operational constraints

[**Redacted**]

j.	Fault Protection

[**Redacted**]

j.2 List the information available to the operator to reconstruct or identity the fault.

k.	Interfaces between subsystem components

l.	Major interfaces with other subsystems

The Subsystem Description Documents shall be delivered at CDR + 4 months. If changes require an update to the document, those updates shall be provided at approximately Launch – 4 months and again at Launch + 4 months. The subsystem schematic (item e.) shall be updated as required throughout the program to reflect Engineering Change Orders.

5.3.11 Analysis and reports

BATC shall perform the following analyses. Updates shall be provided when changes significantly invalidate previous results.

a.(1)

Integrated Spacecraft Bus/Instrument thermal analyses, including summary of temperature predictions for unit level components under various operational modes and (2) unit-level thermal analysis [**Redacted**] . (CDIL D-12)

Integrated Spacecraft Bus/Instrument structural analysis including [**Redacted**] . (CDIL D-13)

Control system analysis including [**Redacted**]. (CDIL D-14)

System Level Failure Modes and Effects and Criticality Analysis (FMECA). [**Redacted**] (CDIL D-15)

Satellite Reliability Analysis BATC shall calculate satellite reliability using its standard process. [**Redacted**] (CDIL D-16)

Satellite Life Prediction Data. DigitalGlobe needs to continually assess expected satellite life based upon actual on-orbit operational parameters. BATC shall provide all backup data used by BATC for sizing and life predictions. BATC does not need to produce a life expectancy analysis. DigitalGlobe will use the provided data and make our own Life Prediction. BATC can provide the life prediction data in one summary package, or in other CDILs.

Flight Battery Life Prediction Analysis. BATC shall produce a life expectancy analysis for the satellite battery. The battery life prediction shall account for ground handling and will include a family of curves based upon pertinent on-orbit variables including but not necessarily limited to temperature and depth-of-discharge. (CDIL D-35)

Satellite Imaging Performance (CDIL D-17)

BATC shall perform a comprehensive analysis regarding imaging performance. This is a comprehensive look at the numerous subsystem and trans-subsystem performance measures that affect imaging. The list includes but is not limited to:

[**Redacted**]

i.	[Redacted]

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5.3.12 Other Interface Control Documents

BATC shall provide inputs, review, and verify BATC side of the following ICDs.

Satellite to Launch Vehicle ICD

In the event the ICDs require revision, the changes will be discussed between the affected parties to determine the most cost and schedule efficient manner to implement the change. If applicable, any impact will be covered under changes provision of the Contract.

5.3.13 Critical Items list (CDIL D-18)

BATC shall maintain a Critical Items List summarizing all known single point failures on the Satellite and any special efforts required to mitigate risk associated with them. It shall also contain any items requiring special handling due to a high potential of damage, mission criticality, or safety concerns.

5.3.14 Component Heritage Summary (CDIL D-19)

The Component Heritage Summary will consist of a listing of all Satellite units by subsystem summarizing:

Unit name

Development / qualification history (e.g. engineering model, qual, protoflight)

Previous flight heritage

Modifications to previous uses

Any significant known anomalies on flight units

5.3.15 Engineering Reports (CDIL D-20)

A complete file of all relevant Engineering Reports prepared on the WV3 program funding shall be maintained on file in electronic and hardcopy form where appropriate. Electronic transfer to DigitalGlobe will constitute delivery and shall occur within 5 business days of the ER release date. ERs delivered as a separate CDIL do not need to be delivered twice – once per this paragraph and again per the relevant CDIL paragraph. Those ERs need only be delivered once per the relevant CDIL paragraph.

(“Relevant” in this clause refers to all ERs containing design information, analyses, test data, etc that affect the performance and/or operations of the satellite. It does not include ERs that contain BATC proprietary cost data.)

5.3.16 Flight Software Source Code (CDIL D-21)

Per the terms of the software license agreement set forth in the Agreement, BATC shall grant to DigitalGlobe a limited license to use the flight software code. A copy of the flight software code, as identified below, shall be provided to DigitalGlobe on suitable media. Other elements of the software, as identified below, shall be placed in escrow per the Agreement.

[**Redacted**]

For units that are subcontracted by BATC, software and firmware shall be delivered if delivered to BATC and BATC has the right to deliver it to DigitalGlobe.

5.3.17 Composite Grounding Design (CDIL D-22)

[**Redacted**]

5.3.18 Structural, Power, Thermal, and Reliability Analytical Models (CDIL D-23)

BATC shall provide the analytical models used to predict the integrated spacecraft and instrument Structural [**Redacted**] , Power, and Thermal performance.

Satellite thermal performance modeling shall use the instrument thermal model provided by ITT. BATC shall use the integrated Satellite model to:

Verify thermal interface requirements documented in the Spacecraft Bus to Instrument ICD are being met. Although BATC shall not be held contractually responsible for non-compliances on the ITT side of the interfaces, any such non-compliances revealed by Satellite thermal modeling shall be reported to DigitalGlobe.

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Verify the Bus meets all of its requirements when modeled as a complete Satellite, for example unit temperatures and line of sight stability. BATC shall deliver line of sight motion vs. time profiles to DigitalGlobe (for incorporation into system geolocation budgets).

Develop predicted temperature vs. time profiles of key instrument nodes as coordinated with ITT through the established ICD process. BATC shall deliver these temperature profiles to DigitalGlobe and forward a copy to ITT (so that ITT can verify the instrument meets its requirements).

BATC shall also provide the spacecraft bus reliability model down to the component and/or card level. Electronic transfer to DigitalGlobe will constitute delivery.

5.3.19 Coordinate Transformation Document (CDIL D-24)

BATC shall provide the documentation of all coordinate reference frames used in the satellite system including their reference points within the spacecraft. Nominal values for all transformations shall be provided. Reference frames requiring on-orbit calibration shall be noted. The document shall be updated with best-estimates from pre-launch calibrations and measurements.

5.3.20 Flight Software Users Manual (CDIL D-25)

BATC shall provide documentation of the flight software to include flowchart of routines/modules, structure and calling sequences, commands, telemetry, database constants and uploadable parameters, address tables, and log file definitions and locations.

5.3.21 Component Acceptance Data Package (CDIL D-26)

BATC shall provide or make available data acceptance packages for all major components.

5.3.22 [**Redacted**]

[**Redacted**]

5.3.23 Instrument/Sensor Boresight Stability Data (CDIL D-28)

[**Redacted**]

5.3.24 Position and Attitude Accuracy (CDIL D-29)

BATC shall provide detailed analysis and test data showing compliance with position and attitude accuracy requirements.

5.3.25 Satellite to MGB Interface Control Document(s) (CDIL D-32)

BATC shall produce and maintain the Satellite to MGB ICD(s). The ICD will address all interface issues including but not limited to: power, commanding, telemetry, mass and mass properties, mechanical envelope and mounting, thermal, fields-of-view, vibration and jitter isolation/management.

5.3.26 DigitalGlobe to BATC Electrical GSE Interface Control Document (CDIL D-33)

BATC shall produce and maintain an ICD for the STOC-to-NarrowBand Rack interface. This includes but is not limited to: grounding, commanding, telemetry, data formats, etc.

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6.0 Product Assurance

6.1 Product Assurance Plan

The Contractor and its subcontractors shall have an established quality control system that meets the requirements of BATC’s Product Assurance Plan and BATC’s Supplier Product Assurance Plan

6.2 BATC Parts Control Board (PCB)

The Parts Control Board (PCB) shall be constructed as follows: A PCB will be established. The responsibility of this PCB is to ensure each EEE part was evaluated for performance relative to the requirements. With the exception of System Safety, the PCB will also be used as the forum to discuss other Systems Assurance/Product Assurance issues i.e., Materials and Processes, Reliability, etc. The PCB is responsible for the review and disposition of any noncompliance with BATC’s Product Assurance Plan.

The PCB consists of:

BATC Product Assurance Manager (Chairman)

BATC WV3 Product Assurance Specialist or designated alternate

Designated technical specialist from the hardware/software product team as needed

Other necessary disciplines as needed

DigitalGlobe Designated Representative(s). (The DigitalGlobe member is a non-voting adjunct member).

6.2.1 Subcontractor Parts Control Board (PCB)

Subcontractor PCBs shall be established as necessary to implement BATC’s supplied Product Assurance Plan. It is BATC’s responsibility to verify compliance.

6.2.2 PCB Process

Upon identification of a need for a PCB, BATC shall document relevant information in a System Engineering Report (SER) and obtain approval (signatures) from the PCB members. DigtalGlobe shall have PCB approval authority or waiver authority for non-compliances listed in the Specification Addendum, otherwise BATC shall notify DigitalGlobe. The SER shall be released to DigitalGlobe under CDIL D-20 within 5 working days of PCB approval. Any PCB discussions prior to release of the SER may be informal and in most cases shall be delivered to DigitalGlobe electronically via e-mail.

Minimal BATC PCB approval/disposition signatures include BATC PAM and BATC WorldView Product Assurance Specialist or his designated alternate. Once the PCB approves a part, the Parts Engineer will indicate approval on the Advanced or Program Parts List (A/PPL).

6.3 Parts and Materials

6.3.1 Electrical, Electronic, and Electro-mechanical Parts (EEE)Parts Listing (CDIL QA-1)

BATC shall prepare, maintain, and deliver a EEE Parts Listing for all satellite hardware except for Customer Furnished Equipment. This listing shall identify all EEE parts intended to be used by BATC and its vendors. For each part, the following minimum information shall be identified: manufacturer, description, lot date code. Parts shall be qualified as compared to BATC product assurance criteria and the Satellite Specification and the Satellite Specification Addendum. BATC’s internal process and format for EEE Parts Listing may be utilized.

The Parts List shall be maintained and reviewed by BATC as necessary, but minimally it shall be updated and provided to DigitalGlobe at the following:

Prior to manufacturing for each box/component At this phase, it is acknowledged by DigitalGlobe and BATC that the list may be incomplete due to part shortages.

Prior to box/component level Test Readiness Review

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Prior to the integration of any box/component onto the Bus.

6.3.2 Material and Processes Reports (CDIL QA-2)

BATC shall prepare and deliver reports documenting their approval of all materials and processes planned for use on the Bus.

6.4 As-Built Configuration and Conformance

6.2.1 6.4.1 As-Built Configured Article List (CDIL QA-3)

The as-built configured article status shall be maintained throughout the production program in the certification logs and production orders. At the conclusion of integration, the information shall be used to generate the preliminary As-built Configured Article List. After test and modification (if any) the List shall be finalized and presented.

6.2.2 6.4.2 Certificate of Conformance (CDIL QA-4)

A Certificate of Conformance shall be generated and signed off by Product Assurance and Program Management. It details the conformance (and exceptions) to the SOWs, specifications and other contractual documents for the delivered article. This Certificate of Conformance shall be delivered to DigitalGlobe at the Launch Readiness Review.

6.5 Product Assurance Reviews (CDIL QA-5)

The plan shall include a program for the periodic audit of portions of the Contractor’s Product Assurance System in each of the below activity areas to confirm conformance to the requirements. BATC shall inform DigitalGlobe of the audit results.

Reliability

Parts Procurement

Materials and Processes

Non-Conforming Material Control

Configuration Management

Safety

6.6 Documentation

Documents shall be submitted or made available to DigitalGlobe as indicated in the list provided in Attachment 1.

6.7 Known Non-Compliant Hardware

[**Redacted**]

6.8 Military Standard 461

[**Redacted**]

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7.0 Procurement

7.1 General

BATC shall be responsible for the work associated with the procurement of all material and subcontracts required to provide the deliverable items, except for the CFE items identified in Section 10.0. BATC shall procure according to the CSO Supplier Product Assurance Plan. Procurement activities shall be featured in the program master schedule.

7.2 Make/Buy Plans (CDIL PT-1)

BATC shall identify Make/Buy plans for all Satellite components.

7.3 Encryption/Decryption Devices

[**Redacted**]

7.4 Reviews

A series of reviews shall be established with each subcontractor. A schedule of these reviews shall be included in the Review Listings required by paragraph 4.5.3. The reviews will generally be held at the vendor and DigitalGlobe personnel may attend, at their option.

7.5 Program Subcontract Status Report (PSSR) (CDIL PT-2)

BATC shall prepare a Program Subcontract Status Report (PSSR) for the program. The PSSR will contain critical status information on each major subcontract (larger than $1M) relative to:

•

Design & development

•

Procurement and Production

•

Assembly

•

Integration

•

Test, including any anomalies

•

Delivery schedule

•

Reviews

7.6 Documentation

Documents shall be submitted or made available to DigitalGlobe as indicated in the list provided in Attachment 1.

7.7 Subcontract Flow-downs

7.7.1 Assignment Clause

[**Redacted**]

7.7.2 Access

[**Redacted**]

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8.0 Production Activities

8.1 General

BATC shall appoint a Production engineer responsible for ensuring that BATC’s production capabilities match the requirements of the program. With the support of the Program QA engineer, he shall ensure that the production facilities comply with the Product Assurance requirements.

BATC shall be responsible for the work associated with the production of the deliverable items, except for the CFE items identified in Section 10.0. BATC shall be responsible for the production activities associated with integrating the CFE items as defined in Section 10.

Production activities shall be featured in the program master schedule.

8.2 Production Process

BATC shall produce the deliverable hardware according to applicable BATC standardized procedures. As a minimum, standardized BATC procedures shall be followed for the following topics:

[**Redacted**]

8.3 Access

The production manager shall arrange access for the DigitalGlobe staff to BATC manufacturing areas where manufacturing activities associated with the program are taking place.

8.4 Production Documentation

Production orders and Certification Logs shall document the as-built configuration. These logs shall be available on-site for DigitalGlobe review.

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9.0 Integration and Test Activities

9.1 General

For the WV program the Integration and Test activities fall into four logical categories.

Box level / Subsystem level testing

Bus level integration and testing including integration of the instrument

Satellite level testing

Mission and Launch Rehearsals

The Integration and Test Manager shall be responsible to ensure that BATC’s integration and test capabilities match the requirements of the program

BATC shall accomplish the work associated with a-d above for all BATC supplied hardware/software. BATC shall accomplish the work associated with b-d above for all CFE.

9.2 Box/Subsystem Level Testing

9.2.1 General

BATC shall perform all box level testing per environmental design and test specification and the box level Requirements Verification and Compliance Matrix.

9.2.2 [**Redacted**]

[**Redacted**]

9.3 WV Bus and Satellite Integration and Test Plans (CDIL PT-3)

BATC shall develop a WV Bus and Satellite Integration and Test Plan (Satellite I&T Plan) for the WV3 satellite. The test plans will include all I&T activities starting from the installation of the first component on to the bus structure through launch.

The WV I&T Plan(s) shall:

[**Redacted 4 Pages**]

9.4 Post-Shipment Instrument Testing

ITT will perform post-shipment functional testing to verify the Instrument survived shipment without damage. ITT will provide the necessary test equipment for the Instrument.

BATC shall provide:

[**Redacted**]

For schedule purposes the Instrument is not considered delivered to BATC upon arrival at BATC facility. Rather the instrument is considered delivered on the date that the Instrument has completed all necessary post-shipment testing and is ready and available for BATC to integrate to the telescope/bus.

9.5 Supporting Documents

BATC shall provide as a minimum the following support documents:

All necessary box level test procedures, integration procedures, and system level test procedures. Each procedure shall include a detailed test description explaining the “what, how, and why” of each test.

A System Level Test Matrix. The test matrix will identify which System Level Test procedures or portions of those procedures will be accomplished at each test phase. The System Level Test phases include, but are not limited to:

[**Redacted**]

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9.6 System Test Reports (CDIL PT-5)

[**Redacted**]

9.6.1 Content

The report shall include a summary of satellite configuration, test objectives, test results, significant hardware/software anomalies if any, resolution of significant anomalies, and a copy of all telemetry plots or other post-test data. The cognizant test engineer and the appropriate subsystem engineer(s) shall sign the report.

9.6.2 Timeliness

BATC shall publish the test reports No Later Than 15 working days after test completion.

9.7 Uninterruptible Power Supply (UPS)

[**Redacted**]

9.8 DigitalGlobe Integration and Test Engineering Access

9.8.1 On-Site and Visiting Engineers

BATC shall provide dedicated cubicle space, furniture, high-speed internet access, and phone lines for three resident DigitalGlobe I&T engineers. These DG on-site engineers will serve as the I&T focal point between DG and BATC. It is anticipated these engineers will be on-site at BATC on a full-time basis. BATC shall provide dedicated cubicle space, furniture, high-speed internet access, and phone lines for one visiting DigitalGlobe engineer.

9.8.2 Access to Live Satellite Telemetry

Once power-on bus integration begins, BATC shall provide DG with access to the live satellite telemetry from the cleanroom. DG will provide the necessary hardware to connect the Mission Control Center (MCC) to BATC GSE. DG will man and operate the DG hardware as necessary to flow the telemetry to the MCC. DigitalGlobe access to telemetry will occur on a non-interference basis to BATC test team.

9.8.3 Test Observation By Other DG Engineers

BATC shall allow other DG satellite and ground system engineers access to the cleanroom to witness satellite testing. BATC is not obligated to coordinate, inform, or schedule testing according to DG engineer availability.

9.8.4 Access to Command and Telemetry Log Files (CDIL PT-6)

BATC shall deliver an archive of all command and telemetry files from satellite integration and test in an electronic format. BATC shall deliver an update weekly. Electronic transfer to the DG server shall constitute delivery. BATC shall maintain information about which command and telemetry database was used in delivered files as well as which test procedures were run in each file.

9.9 Test Reviews

The status of the Satellite shall be reviewed during the test phases of the program. See paragraph 4.5.3.2 for the list of reviews and required content.

9.10 Optional Testing

The following is a list of optional tests to be performed or supported by BATC. These are tests DigitalGlobe may choose to have BATC perform if the schedule permits. BATC should not show these tests in the baseline schedule. In each case after a test option is exercised by DigitalGlobe, BATC has 30 calendar days to prepare for the test. BATC shall provide a separate option price prior to the start of I&T for each of these tests.

[**Redacted**]

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10.0 Customer Furnished Equipment and Services

10.1 General

DigitalGlobe has contracts with vendors other than BATC who are responsible for providing portions of the overall system. DigitalGlobe has the responsibility for monitoring, administering, and verifying performance of those subcontracts. This section defines the items and support requirements that DigitalGlobe is responsible for securing and providing to BATC via these other subcontractors. This section also defines the equipment that DigitalGlobe is responsible for providing directly.

The delivery of all items shall be per Attachment 2: Customer Furnished Equipment list. DigitalGlobe will also arrange for the return of loaned equipment, if required, at no cost to BATC. CFE items shall be featured in the program master schedule. Unless otherwise explicitly provided to the contrary in Attachment 2, title to all equipment identified in this Section 10.0 shall remain in DigitalGlobe.

10.2 Flight Equipment

[**Redacted**]

10.2.1 [**Redacted**]

[**Redacted**]

10.2.2 [**Redacted**]

[**Redacted**]

10.2.3 [**Redacted**]

[**Redacted**]

10.2.4 [**Redacted**]

[**Redacted**]

10.2.5 [**Redacted**]

[**Redacted**]

10.2.6 [**Redacted**]

[**Redacted**]

10.3 Simulators (CSIM-1)

[**Redacted**]

10.4 Launch Vehicle Interfaces

10.4.1 Launch Vehicle Interface

DigitalGlobe shall provide a launch vehicle interface adapter to BATC (CLSE-1). BATC shall use this for a fit check and for a separation test as described in paragraph 9.3.e. DigitalGlobe shall provide a match drill template to BATC (CLSE-2).

10.4.2 Launch Vehicle Separation Connectors (CLSE-3)

DigitalGlobe shall provide the flight satellite/launch vehicle separation connectors.

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10.5 Ground Support Equipment

10.5.1 Wideband Link RGT Equipment

DigitalGlobe will provide a set of RGT ground equipment for capturing Instrument data in the cleanroom. Nominally, this will include the following equipment and documentation:

[**Redacted**]

10.5.2 Narrowband Link RGT Equipment (CGSE-5)

DigitalGlobe will provide a set of RGT ground equipment for processing the S-band uplink and X-band narrowband downlink in the cleanroom. The capability to bypass the RF sections and operate at a baseband Satellite interface shall be provided by BATC. This may include elements of the Mission Control Center [**Redacted**] as dictated by the architecture of the ground system. DigitalGlobe shall deliver to BATC operating documentation and interface details one month prior to delivery.

This equipment shall include: [**Redacted**]

10.5.3 Special Test Equipment

DigitalGlobe shall provide special WB Link / WB receiver test equipment for WB link development and testing. This will include:

[**Redacted**]

10.5.4 Mission Control Center (CGSE-11)

DigitalGlobe will provide portions of the Mission Control Center (MCC) and software as required to support the Satellite Integration and Test Plan, via data links between the MCC in Longmont, CO and BATC. BATC shall be responsible for work on the Satellite required to resolve problems associated with the Satellite performance and function. All work associated with resolution of DigitalGlobe provided ground equipment and interfaces shall be at DigitalGlobe expense.

10.5.5 [**Redacted**]

[**Redacted**]

10.5.6 [**Redacted**]

[**Redacted**]

10.5.7 [**Redacted**]

[**Redacted**]

10.5.8 MGB Test Equipment (CGSE-15)

DigitalGlobe shall provide a signal generator, up-converter, feedhorn, and control computer.

10.5.9 [**Redacted**] (CGSE – 16)

[**Redacted**]

10.6 Launch Vehicle Data (CLD-1 and CLD-2)

DigitalGlobe shall provide a preliminary and final Coupled Loads Analysis (CLA) to BATC from the Launch Services contractor.

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10.7 Instrument Data

DigitalGlobe shall provide the WV3 instrument data and models, as specified in Paragraph 2.2, to support satellite level analysis and modeling for the areas listed below. BATC shall be responsible for additional data to support the provisions of this document and the spacecraft specification.

10.7.1 Instrument Structural Analysis Data (CID-1)

DigitalGlobe shall provide the WV3 instrument structural data and model.

10.7.2 Instrument Thermal Analysis Data (CID-2)

DigitalGlobe shall provide WV3 instrument thermal data and model.

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11.0 Storage and Delivery

11.1 General

BATC shall be responsible for storage, if required, and delivery of the WV3 Satellite in accordance with the following paragraphs.

11.2 Satellite Pre-Shipment Storage

In the event that the Satellite is completed prior to the contractually scheduled delivery date, BATC shall provide, at their cost, suitable environmentally controlled storage including temperature and humidity monitoring and recording.

If shipment is delayed due to BATC beyond the contractually scheduled delivery date and the Satellite is complete, and such delay by BATC has caused a loss of available launch opportunity, the Satellite shall be placed in storage at BATC’s expense.

If shipment is delayed due to DigitalGlobe beyond the contractually scheduled delivery date and the Satellite is complete, the Satellite shall be placed in storage at DigitalGlobe’s expense.

11.3 Pre-Shipment Re-Test

Subject to the length of the storage period, appropriate maintenance and power up of those units sensitive to inactivity shall be undertaken. Any items exhibiting signs of deterioration shall be subject to appropriate follow up action according to the circumstances. All instances shall be reported to DigitalGlobe.

A thorough re-test is required should the storage exceed [**Redacted**] . Details shall be provided in the test requirements document. Appropriate follow up action shall be taken, according to the circumstances, should any problems be detected.

The re-test costs shall be at BATC expense if delay and retest were caused by BATC. The re-test costs shall be at DigitalGlobe’s expense if delay and retest were caused by DigitalGlobe.

11.4 Satellite Shipping and Delivery

[**Redacted**]

BATC shall provide shipping from BATC plant to the launch site. BATC shall pack the Satellite and ground support equipment in suitable containers for shipment to the launch site. BATC shall unpack the Satellite and ground support equipment at the payload processing facility at the launch site.

BATC shall provide insurance and security for the satellite and ground support equipment during shipment to the launch site.

BATC shall pack the ground support equipment for return to BATC plant and provide shipping.

BATC shall provide insurance for the ground support equipment during shipment back to BATC plant.

The transportation environment shall be enveloped by the requirements in the Launch Vehicle and Instrument ICD and performance specification. BATC shall be responsible for ensuring the Satellite compatibility with the requirements. BATC shall be responsible for verifying all environmental requirements are met including temperature, humidity, and shock monitoring.

11.5 Satellite Launch Site Storage

BATC shall provide volumetric storage and access requirements to DigitalGlobe for shipping containers required at the launch site. The baseline program assumes no Satellite storage requirements at the launch site. However, if the launch should be delayed once the Satellite has been shipped, BATC shall provide, at DigitalGlobe expense, the support necessary to maintain, store, and retest the Satellite.

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12.0 Launch Support Services

BATC shall provide launch support services as defined in the following paragraphs.

12.1 General

[**Redacted**] DigitalGlobe will be responsible for overall coordination of launch activities. BATC shall support this activity as defined in this section of the SOW.

The Satellite shall be compatible with U.S. launch safety requirements. BATC shall generate a WV3 Missile System Pre-launch Safety Package (MSPSP) (CDIL LM-1) to document hazardous items or operations and planned safety procedures for the Satellite.

BATC shall support the safety review processes of the Launch Services Contractor and the Launch site.

12.2 Requirement Definition

BATC shall support the generation and maintenance of the Launch Vehicle ICD as defined in paragraph 5.3.12. BATC shall supply the following information and any other information normally required by the Atlas V Launch Services User’s Guide to DigitalGlobe and the Launch Services contractor:

Launch vehicle interface details and requirements.

Requirements for launch site support and services including space, power, environment, contamination control, lifting/moving, telecommunications, etc.

Statement of compliance with launch site safety requirements.

Environmental requirements pre and post installation on launch vehicle.

Verification of applicable portions of the Satellite to Launch Vehicle ICD.

Launch Site Procedures.

BATC shall, by means of drawings, analysis, or test, be responsible for specifically confirming Satellite compatibility with the launch vehicle requirements defined in the ICD. BATC shall prepare a RVCM, as defined in paragraph 5.3.6, for those portions of the ICD for which it has responsibility.

12.3 Technical Interchange Meetings

BATC shall support up to twenty Technical Interchange Meetings (TIM) with the launch organization . [**Redacted**] In addition, BATC will support informal meetings and teleconferences at DigitalGlobe’s Colorado facilities and BATC facility as required resolving interface and infrastructure issues.

12.4 FEM and CLA-to-Design Load Comparisons (CDIL LM-2)

BATC shall provide preliminary Finite Element Models (FEM) and final FEMs for the WV3 Satellite for the purposes of performing coupled loads analyses. DigitalGlobe is responsible for obtaining valid CLA results from the launch service contractor and delivering those to BATC. BATC shall then compare the results of the coupled loads analyses to the design loads used in spacecraft bus and Instrument structural analysis to confirm that the resulting loads are within the design requirements as specified in the respective ICDs. The deliverables are as follows:

[**Redacted**]

12.5 Export Regulations

All contractors on this program are anticipated to be U.S. companies including the launch service contractor. Therefore we anticipate no exports of hardware, software, or technology to foreign companies. However, if that situation changes, DigitalGlobe shall be the single point of contact for all export issues. Therefore:

BATC shall provide information directly to DigitalGlobe and DigitalGlobe will be responsible for obtaining and documenting all export approvals for all documentation transmitted to the launch vehicle agencies.

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DigitalGlobe will be responsible for all work associated with compliance to export regulations including licensing, security, customs, document approval, transportation, etc. for documents/data channeled through DigitalGlobe.

It is understood that the Department of State International Traffic in Arms regulations (CFR 22 Part 120 through 130) strictly apply to any data or hardware covered under this SOW.

12.6 Adapter Fit-Check

BATC shall perform a launch vehicle interface check on the satellite as defined in the Test Plan. DigitalGlobe will arrange for the launch services contractor to provide the adapter, interface portions of the separation system, and GSE. If required, DigitalGlobe will also arrange for support from the launch services contractor at no cost to BATC.

12.7 Launch Site Infrastructure

DigitalGlobe shall arrange for and provide all launch site infrastructure necessary for satellite testing and pre-launch processing. This includes lease of a satellite processing facility.

12.8 Launch Site Operations

BATC shall support the launch operations campaign including provision of the test equipment and labor required to perform the launch site unpacking, Satellite checkout as defined by the WV I&T Plan, fueling, final mating to launch vehicle, launch, and repacking for return to BATC plant. Delays associated with BATC performance shall be at BATC expense. Any other delays shall be at DigitalGlobe expense. BATC will be responsible to support meetings for the purpose of coordinating launch site operations including joint operations with the launch services contractor. All efforts associated with reprocessing due to a cancelled or aborted launch shall be at DigitalGlobe expense.

12.9 Fueling

BATC shall prepare a fueling plan and the procedures required for fueling the Satellite using an appropriate fueling cart. BATC shall prepare the fueling equipment for hydrazine loading operations and package for shipment to the launch site. BATC shall be responsible for a single fuel loading operation unless multiple fuelings are required due to reasons under BATC’s control.

BATC shall provide all required consumables, propellant, safety training, and safety equipment including SCAPE gear required to effectively and safely perform satellite fueling operations. DigitalGlobe shall arrange for disposal of all hazardous wastes and any excess materials through its Launch Services provider.

BATC shall provide support to the launch vehicle/range contractor as required to respond to range specific requirements as they pertain to the handling of the hydrazine operations.

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13.0 Mission Preparation and On-Orbit Commissioning

BATC shall assist with Mission preparation and On-orbit Commissioning by performing the following tasks and engineering services.

13.1 Training (CDIL LM-3)

13.1.1 Training Materials

BATC shall develop a training package for each satellite subsystem including the operation of the Instrument to address specifically the changes between WV-2 and WV3. The training package will be based on the Subsystem Description Documents (Paragraph 5.3.10) and include the same minimum information.

The training packages will be delivered on both paper and electronic media.

13.1.2 Training Sessions

For each subsystem, a cognizant BATC subsystem engineer shall present the training materials from paragraph 13.1.1. DigitalGlobe will provide the conference room and necessary projectors to support the presentation. DigitalGlobe reserves the right to videotape the training sessions for the purpose of training future DigitalGlobe personnel.

13.2 Command and Telemetry Handbook (CDIL LM-4)

BATC shall prepare a command and telemetry handbook. This document shall provide a definitive listing of all satellite telemetry and commands with a full description for each. The handbook shall meet the requirements identified in WV159.

13.3 Bus Subsystem Calibration Tools (CDIL LM-5)

BATC shall provide the subsystem calibration tools necessary for on-orbit calibration activities. Depending upon the final satellite design, these tools include but may not be limited to:

[**Redacted**]

13.4 DigitalGlobe Procedure Development Support

DigitalGlobe will generate the on-orbit procedures for the WV3 satellite(s). BATC shall understand the DigitalGlobe Concept-of-Operations and assist the procedure development. BATC shall review DigitalGlobe developed procedures for technical, operational, and safety concerns. [**Redacted**]

13.5 Commissioning Plan (CDIL LM-6)

DigitalGlobe shall generate the Commissioning Plan for the WV3 satellite. BATC shall assist the commissioning plan development. This includes assisting with the definition of the nominal sequence of events, required prerequisites, allowed out-of-sequence events, and required technical support for each event. DigitalGlobe will provide information about ground contacts, mission control center operations, and other necessary ground information used to create the commissioning plan(s).

The Commissioning Plan shall include subsystem initialization, calibration, and demonstration of performance requirements including, but not limited to, the following:

[**Redacted**]

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13.6 Anomaly Preparations

DigitalGlobe will generate anomaly resolution flow-charts. BATC shall assist with the anomaly flow-chart development including defining the probable anomalies and proper recovery actions/sequences. BATC shall review DigitalGlobe anomaly resolution flow-charts for technical, operational, and safety concerns.

13.7 Satellite Commissioning

13.7.1 Launch and Early Operations (LEOP) Phase

DigitalGlobe shall direct Satellite Launch and Early Operations. BATC shall provide a dedicated engineer for all satellite subsystems except for the Instrument subsystem. This support will run 24 hours per day for up to 7 days at the DigitalGlobe Mission Control Center in Longmont, CO.

13.7.2 Verification and Calibration (V&C) Phase

DigitalGlobe shall conduct the Verification and Calibration activities necessary to achieve Full Operational Capability (FOC). This includes but is not limited to satellite calibration activities such as star tracker and gyroscope calibrations.

Barring anomalies, V&C activities will nominally occur between 0600 and 1800 hours seven days per week. V&C activities will nominally require 30 days. BATC shall provide a dedicated engineer for all satellite subsystems except for the Instrument subsystem.

BATC shall also provide off-hour, on-call engineering support during V&C. A 30 minute or less call-back response is required.

13.7.2.1 Commissioning Reports (CDIL LM-7)

BATC shall produce a Commissioning Report. The report will document spacecraft bus Beginning-of-Life (BOL) performance and will update End-of-Life (EOL) performance predictions for all subsystems for which it has responsibility. At a minimum the report shall include:

An explanation of significant deviations from performance metrics as identified in the satellite specification. The explanation shall include the reasons for the performance delta and the anticipated effects, if any, on the subsystem or satellite.

An explanation of any known component or sub-component failures encountered during the LEOP or V&C Phases. The explanation shall include the possible causes of the failure, workarounds, updated reliability analysis for the component, subsystem, and satellite, and any impacts to DigitalGlobe’s concept of operation.

13.8 Satellite Simulator

BATC shall provide a high fidelity dynamic satellite simulator. The simulator shall simulate satellite responses to stimuli. BATC shall provide sufficient documentation to accurately capture the design, functionality, capabilities, limitations, maintenance, extension, and operation of the simulator.

13.8.1 Satellite Simulator (CDIL LM-8)

BATC shall deliver a high fidelity satellite simulator per the requirements document [**Redacted**] . [**Redacted**] BATC and DigitalGlobe shall mutually agree upon a computer hardware and operating system, called the computing platform, for use in simulator functional and performance acceptance testing. BATC shall execute spacecraft simulator acceptance testing on the identified platform. DigitalGlobe shall execute the simulator testing on the same platform.

The satellite simulator does not need to include the MGB subsystem.

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13.8.2 Documentation (CDIL LM-9)

BATC shall provide a User’s manual with sufficient detail to:

•

Develop simulation scenarios including all configuration files, scripts, procedures, ephemeris, initial conditions, etc

•

Start-up, shut-down, and operate the simulation console and all simulator components

•

Control the simulation in real-time by setting/adjusting variables

•

Inspect low level model telemetry through the simulation console and simulator components directly

•

Save, modify, and load simulator state files used to start, pause, resume, and diagnose simulation scenarios

•

Understand all log files and log entries

•

Understand and recover from all error conditions

•

Extend, modify, maintain, build and release the simulator.

•

Incorporate a new flight software release into the simulator

In this context, “maintain” refers to the functions required to upgrade to new versions of commercial products such as MatLab or Simulink, alter configuration files, or otherwise customize the implementation.

13.8.3 Source Code (CDIL LM-10)

Per the terms of the software license agreement set forth in the Agreement, BATC shall provide all BATC developed bus simulator software components in source format (non binary). Source code shall be delivered in originating and native format. BATC does not need to provide development tools or COTS software, but BATC shall provide COTS software tool configuration including supplier, part number, and revision levels of tools used (e.g. compilers, linkers, and other development tools) and all reasonable data/information necessary for DigitalGlobe to enhance, modify, compile, and deploy the simulator.

13.8.4 Delivery Schedule

BATC shall provide the simulator, manuals, and source code per Attachment 1. BATC shall deliver an updated simulator based upon LEOP/commissioning on-orbit performance. At a minimum, the following subsystem models will be updated: thermal, power, and ADCS models.

13.8.5 Technical Interchange Meetings and Design Reviews

BATC shall include DigitalGlobe in technical interchange meetings and design reviews such that DigitalGlobe can explain the intent behind various simulator requirements. BATC and DigitalGlobe shall refine high level requirements to detailed requirements during technical interchange meetings. BATC shall hold preliminary and critical design reviews for the Satellite Simulator. BATC shall hold intermediate Technical Interchange Meetings for the following modules at a minimum: the console, sensor and actuator models, redundancy modeling, fault modeling, thermal modeling, and power modeling.

13.9 Maneuver Planners

[**Redacted**]

13.9.1 [**Redacted**]

[**Redacted**]

13.9.2 [**Redacted**]

[**Redacted**]

13.9.3 [**Redacted**]

[**Redacted**]

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13.10 Software Test Bench

BATC shall maintain a test bench suitable for the development and troubleshooting of the satellite computer Flight Software. The bench will include at a minimum:

[**Redacted**]

13.11 Ground Stations

DigitalGlobe is responsible for all Ground Station equipment. DigitalGlobe operators will be the lead operators of the Ground Segment.1

13.12 Telemetry Packet Creation and Mapping Tools (CDIL LM-15)

BATC shall provide the documentation, software, and training necessary for making changes to the telemetry received from the satellite. This includes changes to both telemetry packets and the mapping of those packets into various telemetry streams under CCSDS Grade C protocol.

Initial delivery shall coincide with initial delivery of the Command & Telemetry Handbook (C&TH). BATC shall update if necessary at a. launch minus 6 months, b. final pre-launch C&TH delivery, and c. launch plus 6 months. Training shall occur coincident with Training Sessions specified in section 13.1 with delta training, if needed, at the final pre-launch C&TH delivery.

13.13 Telemetry Monitor and Response (CDIL LM-16)

BATC shall provide the documentation, software, and training necessary for making changes to flight software telemetry monitors and response actions on the satellite. This includes creation of new telemetry monitors and response actions, and changes to existing monitors and response actions.

14.0 Communications Flexibility and TT&C Definition

BATC shall work with DigitalGlobe to set/finalize satellite ID’s by CDR.

15.0 Facilities

BATC shall provide all facilities necessary to perform the scope of this SOW.

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ATTACHMENT 1 CONTRACT DATA ITEMS LIST


Data Item	Title	SOW Ref	Initial Submittal	Updates	Comments
PROGRAM MANAGEMENT
PM-1	Program Management Structure	4.2	[Redacted]	As req’d
PM-2	Master Program Schedule	4.4	[Redacted]	monthly
PM-3	Component/Subsystem Design Review Listing	4.5.4	[Redacted]	As req’d
PM-4	Component/Subsystem Test Readiness / Data Review Listing	4.5.5	[Redacted]	As req’d
PM-5	Documentation Listing	4.6.3	[Redacted]	No later than Bi-monthly
PM-6	Action Item List	4.7	[Redacted]	As req’d
PM-7	Historical Record of Payments & Payments Forecast	4.8.1 & 4.8.2	[Redacted]	monthly
DESIGN
D-1	Satellite to Instrument ICD	5.3.1	[Redacted]	As req’d
D-2	Satellite to Ground Station Narrowband ICD	5.3.2	[Redacted]	As req’d
D-3	Satellite to Ground Station Wideband Link ICD	5.3.3	[Redacted]	As req’d
D-4	Satellite Environmental Design and Test Specification	5.3.4	[Redacted]	As req’d
D-5	Contamination Control Plan	5.3.5	[Redacted]	As req’d
D-6	Satellite Level Requirements Verification/Compliance Matrix	5.3.6	[Redacted]	As req’d
D-7	Box Level Requirements Verification/Compliance Matrix	5.3.7	[Redacted]	As req’d
D-8	Drawings	5.3.8	[Redacted]	with EOs
D-9	Performance Compliance Matrix	5.3.9.1	[Redacted]	Quarterly
D-10	Risk Management Report	5.3.9.2	[Redacted]	Monthly
D-11	Subsystem Description Docs	5.3.10	[Redacted]	Launch –4 m; Launch + 4 m	Updates only as required
D-12	Thermal Analysis and Reports	5.3.11.a	[Redacted]	As req’d
D-13	Structural Analysis	5.3.11.b	[Redacted]	As req’d
D-14	Control System Analysis	5.3.11.c	[Redacted]	As req’d
D-15	Failure Modes and Effects and Criticality Analysis (FMECA)	5.3.11.d	[Redacted]	As req’d
D-16	Satellite Reliability Analysis	5.3.11.e	[Redacted]	As req’d
D-17	Satellite Imaging Performance	5.3.11.h	[Redacted]	As req’d
D-18	Critical Items List	5.3.13	[Redacted]	As req’d
D-19	Component Heritage Summary	5.3.14	[Redacted]	As req’d
D-20	System Engineering Reports	5.3.16	[Redacted]
D-21	Flight Software Code	5.3.16	[Redacted]	As req’d Final @ PSR
D-22	Composite Grounding Design	5.3.17	[Redacted]	As req’d

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Data Item	Title	SOW Ref	Initial Submittal	Updates	Comments
D-23	Structural, Power, Thermal, and Reliability Analytical Models	5.3.18	[Redacted]	L+3 m
D-24	Coordinate Transformation Document	5.3.19	[Redacted]	L – 4m
D-25	Flight Software Users Manual	5.3.20	[Redacted]	As req’d
D-26	Component Acceptance Data Package	5.3.21	[Redacted]	As req’d
D-27	Jitter Analysis and Test Data	5.3.22	[Redacted]	As req’d
D-28	Telescope Boresight Stability Data	5.3.23	[Redacted]	As req’d
D-29	Position and Attitude Accuracy	5.3.24	[Redacted]	As req’d
D-30	PDR Data Package	4.5.3	[Redacted]	As req’d
D-31	CDR Data Package	4.5.3	[Redacted]	As req’d
D-32	Satellite to MGB ICD	5.3.25	[Redacted]	As req’d
D-33	Electrical GSE ICD	5.3.26	[Redacted]	As req’d
D-34	Satellite Requirements Review	4.5.3.1	[Redacted]
D-35	Battery Life Prediction	5.3.11.g	[Redacted]	L+ 1m

PRODUCT ASSURANCE
QA-1	EEE Parts List	6.2.1	[Redacted]
QA-2	Material Identification and Use Listing	6.2.2	[Redacted]	See para 6.3.2
QA-3	As built configured article list	6.3.1	[Redacted]	At Launch Readiness Review
QA-4	Certification of Conformance	6.3.2	[Redacted]
QA-5	Product Assurance Reviews	6.4	[Redacted]

PROCUREMENT, PRODUCTION & TEST
PT-1	Make / Buy Plans	7.2	[Redacted]	As req’d
PT-2	Program Subcontract Status Report	7.5	[Redacted]	monthly
PT-3	WV I&T Plan	9.3	[Redacted]	As req’d
PT-4	Battery Maintenance Plan	9.3.e	[Redacted]	As req’d
PT-5	System Test Reports	9.6	[Redacted]
PT-6	I&T Command and Telemetry Log Files	9.8.4	[Redacted]	weekly
PT-7	Reserved	Na	[Redacted]
PT-8	Instrument Integration Readiness Review Data Package	4.5.3	[Redacted]
PT-9	Satellite Environmental Testing Readiness Review Data Package	4.5.3	[Redacted]
PT-10	Pre-Ship Review Data Package	4.5.3	[Redacted]

LAUNCH AND MISSION
LM-1	Missile Systems Pre-Launch Safety Package (MSPSP)	12.1	[Redacted]	L-52 wks TBD L-26 wks TBD
LM-2	Preliminary WV3 FEM	12.4.a	[Redacted]
	Preliminary CLA-to-WV3 Design Loads Comparison	12.4.b	[Redacted]

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Data Item	Title	SOW Ref	Initial Submittal	Updates	Comments
	Final WV3 FEM	12.4.c	[Redacted]
	Final CLA-to-WV3 Design Loads Comparison	12.4.d	[Redacted]
LM-3	Training Materials and sessions	13.1.1	[Redacted]	As revised
LM-4	Command &Telemetry Handbook	13.2	[Redacted]	As revised
LM-5	Calibration Tools	13.3	[Redacted]	As revised & L+3 m
LM-6	Commissioning Plan	13.5	[Redacted]	As revised
LM-7	Commissioning Report	13.7.2.1	[Redacted]
LM-8	Satellite Simulator	13.8.1	[Redacted]	See Para 3.1.b
LM-9	Satellite Simulator Documentation	13.8.2	[Redacted]	With LM-8
LM-10	Satellite Simulator Source Code	13.8.3	[Redacted]	With LM-8
LM-11	High Fidelity Maneuver Planner	13.9.1	[Redacted]
LM-12	Peak Estimator Algorithm	13.9.2	[Redacted]
LM-13	Integrative Maneuver Model	3	[Redacted]
LM-14	Satellite Launch Readiness Review Data Package	4.5.3	[Redacted]
LM-15	Telemetry Packet Creation and Mapping Tools	13.12	[Redacted]	See 13.12
LM-16	Telemetry Monitor and Response	13.13	[Redacted]	See 13.13

[Redacted]
[Redacted]	[Redacted]	4.5.3.1	[Redacted]
[Redacted]	[Redacted]	4.5.3.1	[Redacted]
[Redacted]	[Redacted]	4.5.3.1	[Redacted]
[Redacted]	[Redacted]	4.5.3.1	[Redacted]
[Redacted]	[Redacted]	4.5.3.1	[Redacted]
[Redacted]	[Redacted]	4.5.3.11.i	[Redacted]	As rqd
[Redacted]	[Redacted]	4.5.3.11.j	[Redacted]
[Redacted]	[Redacted]	4.5.3.11.k	[Redacted]

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Data

Item

Title

SOW
Ref

Initial Submittal

Updates

Comments

[**Redacted**]

4.5.3.11.l

[**Redacted**]

4.5.3.11.m

[**Redacted**]

All items are provided for DigitalGlobe information only. Approvals are not required except for ICDs, changes to ICDs, and as otherwise noted.

ATP +1m is 1 month after Authorization to Proceed.

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Attch 1 - 4


ATTACHMENT 2		CUSTOMER FURNISHED EQUIPMENT LIST


Item	Title	SOW Ref	Date	Comment
FLIGHT HARDWARE
CFHW-1	[Redacted]	10.2.1	[Redacted]
CFHW-2	[Redacted]	10.2.2	[Redacted]	Flight and corresponding ground keys.
CFHW-3	[Redacted]	10.2.3	[Redacted]
CFHW-4	[Redacted]	10.2.4	[Redacted]
CFHW-5	[Redacted]	10.2.5	[Redacted]
CFHW-6	[Redacted]	10.2.6	[Redacted]

[Redacted]
CSIM-1	[Redacted]	10.3	[Redacted]	Remains the property of DG

[Redacted]
CLSE-1	[Redacted]	10.4.1	[Redacted]
CLSE-2	[Redacted]	10.4.1	[Redacted]
CLSE-3	[Redacted]	10.4.2	[Redacted]

[Redacted]
CGSE-1	[Redacted]	10.5.1.a	[Redacted]	Remains the property of DG
CGSE-2	[Redacted]	10.5.1.b	[Redacted]	Remains the property of DG
CGSE-3	[Redacted]	10.5.1.c	[Redacted]	Remains the property of DG
CGSE-4	[Redacted]	10.5.1.d	[Redacted]	Remains the property of DG
CGSE-5	[Redacted]	10.5.2.	[Redacted]	Remains the property of DG
CGSE-6	[Redacted]	10.5.2.0	[Redacted]	Remains the property of DG
CGSE-7	[Redacted]	10.5.2.0	[Redacted]	Remains the property of DG
CGSE-8	[Redacted]	10.5.3.a	[Redacted]	Remains the property of DG
CGSE-9	[Redacted]	10.5.3.b	[Redacted]	Remains the property of DG
CGSE-10	[Redacted]	10.5.3.c	[Redacted]	Remains the property of DG
CGSE-11	[Redacted]	10.5.4	[Redacted]	Remains the property of DG
CGSE-12	[Redacted]	10.5.5	[Redacted]	Remains the property of DG
CGSE-13	[Redacted]	10.5.6	[Redacted]	Remains the property of DG
CGSE-14	[Redacted]	10.5.7	[Redacted]	Remains the property of DG
CGSE-15	[Redacted]	10.5.8	[Redacted]	Remains the property of DG
CGSE-16	[Redacted]	10.5.9	[Redacted]	Remains the property of DG

LAUNCH VEHICLE DATA ITEM
CLD-1	WV3 Preliminary CLA	10.6	[Redacted]
CLD-2	WV3 Final CLA	10.6	[Redacted]

INSTRUMENT DATA ITEM
CID-1	WV3 Instrument Structural Data	10.7.1	[Redacted]
CID-2	WV3 Instrument Thermal Data	10.7.2	[Redacted]

DigitalGlobe will provide this equipment in accordance with the requirements of the Agreement.

Attachment 2

DigitalGlobe WorldView-3 Satellite Specification, Rev 9.0

Dated 19 December 2011

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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.

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Exhibit 2 to Contract 60150

WorldView-3 Satellite

Specification


Document #		10329655
Revision #		9.0
Release Date		19 Dec 2011
Prepared by		George Hunyadi
Approved by		Keith Constantinides

This Document Is ITAR Controlled

This document contains Technical Data as defined and controlled under the International Traffic In Arms Regulations (ITAR). Transfer of this data by any means to a foreign person, whether in the United States or abroad, without an export license or other approval from the U.S. Department of State is prohibited.

RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION

This document contains information proprietary and confidential to DigitalGlobe ^™ , to its subsidiaries, or to a third party to whom DigitalGlobe may have a legal obligation to protect such information from unauthorized disclosure, use or duplication. Any disclosure, use or duplication of this document or of any of the information contained herein for other than the specific purpose for which it was disclosed is expressly prohibited, except as DigitalGlobe may otherwise agree to in writing. This document may only be used for the purpose for which it is provided. All copies of this document are the sole property of DigitalGlobe and will be returned promptly upon request.

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Change Record


Revision	Date		Sections	Description of Change
1.0		20 Aug 2010	All	Initial Release
[Redacted]

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WorldView-3 Satellite Specification

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Table of Contents


1.		SCOPE			1


2.		APPLICABLE DOCUMENTS			1


2.1		G OVERNMENT D OCUMENTS			2


2.1.1	*[Redacted]*	2
2.1.2	*[Redacted]*	2


2.2		N ON -G OVERNMENT D OCUMENTS			2


2.3		R EFERENCE D OCUMENTS			2


3.		REQUIREMENTS			2


3.1		S ATELLITE D EFINITION			2


3.1.1		Satellite Diagrams			2


3.1.1.1	Component Tree	2
3.1.1.2	Coordinate System	2


3.1.2		Satellite Interfaces			3


3.1.2.1		Non-interference with Outside Systems			3


3.1.2.2		Satellite-Global Positioning System Interfaces			3


3.1.2.2.1		Compatibility			3


3.1.2.3		Satellite-Ground Interfaces			3


3.1.2.4		Satellite-Launch Vehicle Interfaces			4


3.1.3		Customer Furnished Equipment			4


3.1.3.1		Instrument			4


3.1.3.1.1	Physical, Structural and Mechanical Requirements	4
3.1.3.1.2	Thermal Interfaces	5
3.1.3.1.3	Power Interfaces	5
3.1.3.1.4	Command and Telemetry Interfaces	5
3.1.3.1.5	Image Data Interfaces	6
3.1.3.1.6	EOA Thermal Control Interfaces	6
3.1.3.1.7	[Redacted]	6


3.1.3.2		MGB			6

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3.1.3.3	[Redacted]	6
3.1.3.3.1	[Redacted]	6
3.1.3.3.2	[Redacted]	6
3.1.3.3.3	[Redacted]	6
3.1.3.3.4	[Redacted]	6
3.1.3.3.5	[Redacted]	6
3.1.3.3.6	[Redacted]	6
3.1.4	[Redacted]	6
3.1.4.2	[Redacted]	6
3.1.4.3	[Redacted]	6
3.1.4.3.1	[Redacted]	6
3.1.4.3.2	[Redacted]	6
3.1.4.4	[Redacted]	6
3.1.4.4.1	[Redacted]	6
3.1.4.4.2	[Redacted]	6
3.1.4.4.3	[Redacted]	6
3.1.4.4.4	[Redacted]	6
3.1.4.4.6	[Redacted]	6


3.2		S ATELLITE C HARACTERISTICS			9


3.2.1		Performance			9


3.2.1.1		General Mission Requirements			9


3.2.1.1.1	Mission Life	9
3.2.1.1.2	Orbits	9


3.2.1.2		Satellite Operating Modes			9


3.2.1.3		Pre-Launch Operations			11


3.2.1.3.1	Ground Storage	11
3.2.1.3.2	Launch Delay	11


3.2.1.4		Early Orbit Operations			12


3.2.1.5		Mission Operations			12


3.2.1.5.1	Viewing Angles	12
3.2.1.5.2	Imaging and Downlink Operations	12
3.2.1.5.3	Stereo Imaging	13
3.2.1.5.4	Off-Nadir Imaging	13
3.2.1.5.5	[Redacted]	13
3.2.1.5.6	[Redacted]	13


3.2.1.6		Instrument Requirements			13

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iii

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3.2.1.7		Bus Subsystem Requirements			15


3.2.1.7.1		[Redacted]			15


3.2.1.7.2	ADCS	16
3.2.1.7.3	Propulsion	18
3.2.1.7.4	Flight Software	18
3.2.1.7.5	C&DH	19
3.2.1.7.6	Narrowband Communications	23
3.2.1.7.7	[Redacted]	24
3.2.1.7.8	EPDS	28
3.2.1.7.9	Structures and Mechanisms	28


3.2.1.7.10		Thermal Control			29


3.2.1.7.11		Direct Tasking			30


3.2.2		Physical Characteristics			33


3.2.2.1		Size Constraints			33


3.2.2.2	Mass Constraints	33
3.2.2.3	Shipping Constraints	34


3.2.3		Reliability			34


3.2.3.4.1	[Redacted]	34
3.2.3.4.2	[Redacted]	34


3.2.4		Availability and Maintainability			34


3.2.4.1		Fault Recovery Timeline			34


3.2.4.2		Environmental Conditions			34


3.3		S ATELLITE D ESIGN AND C ONSTRUCTION			35


3.3.1		General			35


3.3.2		SEUs			35


3.3.3		Immunity to Latch-Up			35


3.3.4		Cleanliness and Contamination Control			35


3.3.5		Safety			35


3.3.6		*[Redacted]*			36


4.	VERIFICATION	36
5.	QUALITY ASSURANCE	36

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List of Tables

[**Redacted**]

List of Figures

[**Redacted**]

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WorldView-3 Satellite Specification

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SCOPE

1.1 Purpose

This document describes the requirements for design and implementation of the DigitalGlobe WorldView-3 Satellite, being constructed to support DigitalGlobe commercial imaging operations.

1.2 System Overview

Ball Aerospace & Technology Corporation (BATC) is providing the integrated WorldView-3 imaging satellite to DigitalGlobe, Inc. As the Space Segment Integrator (SSI), BATC is manufacturing a Spacecraft Bus that can accommodate the panchromatic + multi-spectral WorldView-3 Instrument [**Redacted**] . This will be the same Bus design as used for predecessor WorldView Satellites. The [**Redacted**] is being supplied by ITT Industries Space Systems Division (ITT) to DigitalGlobe, with miscellaneous support units / functions provided by BATC. All ITT equipment will be provided as Customer Furnished Equipment (CFE) to BATC for Satellite integration. [**Redacted**] As the SSI, BATC will then perform Satellite level testing, prepare the Satellite for launch, and support on-orbit checkout of the Satellite.

The Satellite will be in a sun-synchronous orbit at an altitude between 450 and 830 km with a descending equator crossing time between 10:00 AM and 2:00 PM. [**Redacted**] Image data is recorded by the Spacecraft Bus and is normally downlinked to DigitalGlobe ground stations. However, direct downlink to user sites may also be performed in certain circumstances. Direct downlink is via the normal wideband downlink.

A key feature of the WordView-3 Satellite is Direct Tasking, where imaging and downlink parameters are directly uplinked from a customer’s ground station to the satellite, and image data is directly downlinked to a customer’s ground station, on the same and/or successive passes. Direct Tasking supports an expanded customer base and fulfills these customers’ desires to compress the overall planning-tasking-collection-downlink timeline and to not expose their task list to outside parties (including DigitalGlobe) prior to image collection. Full command authority is maintained by DigitalGlobe, with key commands needed to initiate the image and downlink operations uploaded from DigitalGlobe ground stations.

1.3 Document Overview

This document specifies functional, performance and interface requirements for the integrated Satellite and the Spacecraft Bus, including external Satellite interfaces, Instrument-Bus interfaces and Instrument integration, Bus and Satellite test, launch, and operational requirements. Separate Interface Control Documents (ICDs) detail the specifics of the Instrument-Bus interfaces and Integration and Test processes. Satisfaction of the Satellite-level requirements contained in this specification assume the Instrument provided as CFE meets its requirements, which are documented separately. As the SSI, BATC will refer to the separate Instrument Specifications as necessary to maintain the Spacecraft Bus to Instrument ICDs and develop an integration and test plan sufficient to ensure the integrated Satellite meets its system-level functional and performance requirements.

This specification may contain requirements that have not been fully defined. These open requirements are indicated by a TBR, and/or TBD:

TBR – To Be Resolved: Indicates parameters that exist, but may change after discussions with Contractor and others (e.g.: DigitalGlobe).

TBD – To Be Determined: Indicates parameters that have not yet been determined.

2.	APPLICABLE DOCUMENTS

This document is the Satellite Specification. This specification defines the technical requirements called out in the Contract and a Statement of Work (SOW). The Contract and SOW define schedule requirements, deliverable items and programmatics. However, in the event of a conflict between a specific requirement herein and documents, then the Contract, the Statement of Work, this document, and Applicable documents shall govern in this order. If the revision is not specifically noted, the latest revision of each document applies.

At contract signing, the Environmental Design and Test Specification and Interface Control Documents from predecessor DigitalGlobe WorldView satellite programs listed below shall be considered the baseline release for WV-3. It is anticipated that the WV-3 versions of these documents will require few modifications from the predecessor baselines, with changes focused in a few key areas as driven by WV-3 unique requirements (for

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example enhanced Instrument thermal control and updated power values). The first release of the WV-3 version of each document shall supersede the predecessor version, which shall no longer be considered an Applicable Document.

Although the Satellite Integrating Contractor physically maintains many of these ICDs, their development is inherently a cooperative process. Accordingly, the latest released ICD revision shall always apply, where release is predicated on mutual agreement between all involved parties; for example the Instrument to Spacecraft ICD requires consensus between the Satellite Integrating Contractor, the Instrument Contractor, and DigitalGlobe.

2.1 Government Documents

2.1.1 [**Redacted**]

2.1.2 [**Redacted**]

2.2 Non-Government Documents

2.2.1 [**Redacted**]

2.2.2 [**Redacted**]

2.2.3 [**Redacted**]

2.3 Reference Documents

[**Redacted**]

3.	REQUIREMENTS

Remarks contained as Rationale/Info shall NOT be considered a formal part of this specification and are provided for reference only.

[**Redacted**]

3.1 Satellite Definition

This Section defines fundamental terminology and identifies the basic Satellite functions along with the provider of each function. It also provides external interface requirements and internal interface requirements for the equipment to be provided [**Redacted**] to the SSI.

3.1.1 Satellite Diagrams

3.1.1.1 Component

Tree

[**Redacted**] defines the major elements, subsystems, assemblies and units/functions of the Satellite and shows how they are allocated between DigitalGlobe’s contractors. The figure also indicates items that are delivered to the SSI [**Redacted 1 Page**].

3.1.1.2 Coordinate System

The base coordinate system used for all major Satellite element and segment mechanical interfaces shall be as shown in [**Redacted**] , for example, Instrument to Spacecraft Bus and Satellite to Launch Vehicle.

Other coordinate systems may be used as appropriate within elements and/or subsystems; [**Redacted**] . The relationships between the base coordinate system and other coordinate systems shall be explicitly shown in the appropriate documents (drawings, interface control documents, etc.).

[**Redacted**]

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3.1.2 Satellite Interfaces

3.1.2.1 Non-interference with Outside Systems

3.1.2.1.1 [**Redacted**]

The Satellite shall not interfere with [**Redacted**].

3.1.2.1.2 [**Redacted**]

During normal operations, RF emissions from the Satellite shall not exceed the limits specified in the [**Redacted**] .

3.1.2.1.3 [**Redacted**]

All RF emissions shall use the frequency allocation of [**Redacted**] , with out-of-band emissions compliant with [**Redacted**].

3.1.2.2 Satellite-Global Positioning System Interfaces

3.1.2.2.1 Compatibility

The Spacecraft Bus shall be compatible with standard GPS interfaces as defined in [**Redacted**] .

3.1.2.3 Satellite-Ground Interfaces

The following paragraphs define high-level requirements for Satellite-Ground compatibility; detailed interface requirements shall be defined in the Narrowband and Wideband Satellite-Ground ICD.

[**Redacted**]

3.1.2.3.1 Compatibility

The Satellite Narrowband and Wideband Communications Subsystems shall be compatible with [**Redacted**] .

3.1.2.3.2 Remote Ground Terminal Locations

Remote Ground Terminals (RGTs) will be located as follows:

[**Redacted**]

3.1.2.3.3 Command Uplink

3.1.2.3.3.1 Effective Isotropic Radiated Power

The minimum Effective Isotropic Radiated Power (EIRP) of the command uplink antenna will be [**Redacted** ].

3.1.2.3.3.2 Axial Ratio

The command uplink antenna will transmit using [**Redacted**] .

3.1.2.3.4 Narrowband Telemetry Downlink

3.1.2.3.4.1 Figure of Merit (G/T)

The minimum G/T of the Narrowband receive antenna will be as follows across the frequency range of [**Redacted**] under all conditions, for the RGT locations defined in Section 3.1.2.3.2 Remote Ground Terminal Locations. These values include the effects of antenna pointing error and atmospheric conditions.

[**Redacted**]

3.1.2.3.4.2 Axial Ratio

The Narrowband receive antenna will receive using [**Redacted**].

3.1.2.3.4.3 Implementation Loss

The demodulator implementation loss for the Narrowband telemetry receiver will be [**Redacted**].

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3.1.2.3.5 Wideband Data Downlink

3.1.2.3.5.1 Figure of Merit (G/T)

The minimum G/T of the Wideband receive antenna will be as follows across the frequency range of [**Redacted**] under all conditions, for the RGT locations defined in Section 3.1.2.3.2 Remote Ground Terminal Locations. These values include the effects of antenna pointing error and atmospheric conditions.

[**Redacted**]

3.1.2.3.5.2 Axial Ratio

The Wideband receive antenna will receive using [**Redacted**] .

3.1.2.3.5.3 Implementation Loss

The demodulator implementation loss for the wideband telemetry receiver will be [**Redacted**] .

3.1.2.4 Satellite-Launch Vehicle Interfaces

The following paragraphs define high-level requirements for Satellite – Launch Vehicle compatibility; detailed interface requirements shall be defined in the Mission Specification.

3.1.2.4.1 Compatibility

The Satellite design shall be compatible with the [**Redacted**]

3.1.2.4.2 [**Redacted**]

The Satellite shall accommodate [**Redacted**].

3.1.2.4.3 Umbilical

The Satellite shall accommodate an umbilical to support all required functions for launch mode, including at a minimum the following critical electrical functions:

[**Redacted**]

3.1.3 Customer Furnished Equipment

3.1.3.1 Instrument

The Instrument will be provided to the SSI [**Redacted**] . The SSI shall provide interfaces as specified herein, with detailed interface requirements provided in accordance with the [**Redacted**] .

3.1.3.1.1 Physical, Structural and Mechanical Requirements

3.1.3.1.1.1 Configuration

The Spacecraft Bus shall accommodate the following major Instrument assemblies and/or units:

[**Redacted**]

3.1.3.1.1.2 Size

The Spacecraft Bus shall be capable of supporting the Instrument assemblies/units as specified in the Spacecraft Bus to Instrument ICDs.

3.1.3.1.1.3 Mass Properties

[**Redacted**]

3.1.3.1.1.4 EOA-Mounted Spacecraft Bus Equipment

The SSI shall provide the following equipment to be mounted on the EOA:

[**Redacted**]

3.1.3.1.1.5 EOA Fields of View

The Spacecraft Bus shall provide the Instrument with [**Redacted**] .

3.1.3.1.1.6 EOA Purge Fitting

The Satellite shall be configured to provide a purge fitting [**Redacted**] .

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3.1.3.1.1.7 Assembly, Integration and Test

a)	To the maximum extent possible, the Satellite configuration shall permit independent integration of all Instrument assemblies/units and access to internal Instrument test ports and harness connections.

b)	The Satellite configuration shall allow clear access to Instrument equipment essential to integration and test activities, for example: test ports, purge lines, aperture cover, interface connectors, etc.

3.1.3.1.1.8 EOA Vibration Environment

The SI shall ensure that the [**Redacted**]

3.1.3.1.1.9 [**Redacted**]

The Spacecraft Bus shall provide radiation shielding for the [**Redacted**] .

3.1.3.1.2 Thermal

Interfaces

The Spacecraft Bus shall perform the following thermal functions, with interfaces to the Instrument as specified in the Spacecraft Bus to Instrument ICDs:

[**Redacted**]

3.1.3.1.3 Power

Interfaces

The Spacecraft Bus shall provide electrical power to the Instrument as specified below, with the breakdown of individual unit powers and other characteristics as specified in the Spacecraft Bus to Instrument ICDs.

3.1.3.1.3.1 Instrument Power Feeds

The Spacecraft Bus shall provide power to all Instrument units as follows:

[**Redacted**]

3.1.3.1.3.2 Voltage

The Spacecraft Bus shall present power at the Instrument interfaces as follows:

[**Redacted**]

3.1.3.1.3.3 [**Redacted**]

[**Redacted**]

3.1.3.1.3.4 Average Operating Power

During normal operations, the Spacecraft Bus shall be able to perform [**Redacted**]

3.1.3.1.3.5 Survival Power

When in Emergency Mode, the Spacecraft Bus shall provide power as specified in [**Redacted**] via the Essential Bus, as specified in Section 3.1.3.1.3.1 Instrument Power Feeds.

3.1.3.1.3.6 Maximum Power

a)	The Spacecraft Bus shall be capable of supporting the sustained maximum Instrument power specified in [Redacted] .

b)	The Spacecraft Bus shall [Redacted]

3.1.3.1.4 Command

and Telemetry Interfaces

The Spacecraft Bus shall provide the following command and telemetry interfaces to the Instrument, all of which shall be cross-strapped between the primary and redundant Spacecraft Bus electronics and primary and redundant Instrument electronics:

[**Redacted**]

3.1.3.1.4.1 Instrument Commanding

Using the specified data interfaces, the Spacecraft Bus shall forward commands to the Instrument, [**Redacted**] as documented in the Spacecraft Bus to Instrument ICDs.

3.1.3.1.4.2 Image Start and Stop Commands

The commands for [**Redacted**] shall be issued from the Spacecraft Bus [**Redacted**] .

3.1.3.1.4.3 Image Duration

a)	The minimum Image duration possible shall be no more than [Redacted] .

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b)	There shall be [Redacted] .

c)	Image durations shall be commandable in [Redacted] .

[**Redacted**]

3.1.3.1.4.4 Instrument Telemetry

Using the specified data interfaces, the Spacecraft Bus shall receive telemetry from the Instrument as documented in the Spacecraft Bus to Instrument ICDs. The following rules shall be applied to Instrument telemetry:

[**Redacted**]

3.1.3.1.4.5 [**Redacted**]

The Spacecraft Bus shall provide a [**Redacted**] as follows:

[**Redacted**]

3.1.3.1.5 Image

Data Interfaces

The Spacecraft Bus shall provide image data interfaces [**Redacted**]

3.1.3.1.5. General Interface Definition

The Spacecraft Bus to Instrument data interface shall be as follows:

[**Redacted**]

3.1.3.1.5.2 Maximizing Storage and Downlink Efficiency

The Spacecraft Bus to Instrument data interface shall be capable of supporting the following Instrument configurations and shall ensure [**Redacted**]

3.1.3.1.6 EOA

Thermal Control Interfaces

[**Redacted**]

3.1.3.1.6.1 [**Redacted**]

[**Redacted**]

3.1.3.1.6.2 [**Redacted**]

[**Redacted**]

3.1.3.1.6.3 [**Redacted**]

[**Redacted**]

3.1.3.1.7 [**Redacted**]

The [**Redacted**] system will be provided to the SSI [**Redacted**] . The Spacecraft Bus shall interface to the [**Redacted**] system as specified in [**Redacted**] .

3.1.3.2 MGB

The MGB will be provided to the SSI [**Redacted**] . The SSI shall meet the MGB requirements specified in the MGB Requirements Documents and Interface Control Documents.

3.1.3.3 [**Redacted**]

[**Redacted**]

3.1.3.3.1 [**Redacted**]

3.1.3.3.1.1 [**Redacted**]

[**Redacted**]

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3.1.3.3.1.2 [**Redacted**]

[**Redacted**]

3.1.3.3.1.3 [**Redacted**]

[**Redacted**]

3.1.3.3.1.4 [**Redacted**]

[**Redacted**]

3.1.3.3.2 [**Redacted**]

[**Redacted**]

3.1.3.3.3 [**Redacted**]

[**Redacted**]

3.1.3.3.3.1 [**Redacted**]

[**Redacted**]

3.1.3.3.3.2 [**Redacted**]

[**Redacted**]

3.1.3.3.3.3 [**Redacted**]

[**Redacted**].

3.1.3.3.3.4 [**Redacted**]

[**Redacted**]

3.1.3.3.4 [**Redacted**]

[**Redacted**]

3.1.3.3.4.1 [**Redacted**]

[**Redacted**]

3.1.3.3.4.2 [**Redacted**]

[**Redacted**]

3.1.3.3.4.3 [**Redacted**]

[**Redacted**]

3.1.3.3.4.4 [**Redacted**]

[**Redacted**]

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3.1.3.3.4.5 [**Redacted**]

[**Redacted**]

3.1.3.3.5 [**Redacted**]

[**Redacted**]

3.1.3.3.5.1 [**Redacted**]

[**Redacted**]

3.1.3.3.6 [**Redacted**]

[**Redacted**]

3.1.4

[**Redacted**]

[**Redacted**]

3.1.4.1 [**Redacted**]

[**Redacted**]

3.1.4.2 [**Redacted**]

[**Redacted**]

3.1.4.3 [**Redacted**]

[**Redacted**]

3.1.4.3.1 [**Redacted**]

[**Redacted**]

3.1.4.3.2 [**Redacted**]

[**Redacted**]

3.1.4.4 [**Redacted**]

[**Redacted**]

3.1.4.4.1 [**Redacted**]

[**Redacted**]

3.1.4.4.2 [**Redacted**]

[**Redacted**]

3.1.4.4.2.1 [**Redacted**]

[**Redacted**]

3.1.4.4.3 [**Redacted**]

[**Redacted**]

3.1.4.4.4 [**Redacted**]

[**Redacted**]

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3.1.4.5 [**Redacted**]

[**Redacted**]

3.2 Satellite Characteristics

This Section defines the characteristics of the Satellite required to support the mission with respect to performance, physical characteristics, reliability, availability, and environmental conditions. The SSI shall derive and otherwise define lower level requirements necessary to implement the requirements of this specification, including those that are passed to the Instrument Contractor via the Spacecraft Bus to Instrument ICD, the Environmental Design and Test Specification, and other relevant documents.

3.2.1 Performance

3.2.1.1 General Mission Requirements

3.2.1.1.1 Mission Life

The Satellite shall meet all on-orbit performance requirements for a Mission Life of [**Redacted**] . The end of this period is defined as End of Life (EOL).

[**Redacted**]

3.2.1.1.2 Orbits

3.2.1.1.2.1 General Orbit Compatibility

The Satellite shall be capable of operating at any equatorial altitude between [ **Redacted**]

3.2.1.1.2.2 Reserved

3.2.1.1.2.3 Mission Orbit

The Mission Orbit shall be defined as:

[**Redacted**]

3.2.1.1.2.4 Reserved

3.2.1.1.2.5 Insertion Orbit and Dispersions

The Satellite shall be compatible with being inserted directly into any of the orbits defined under General Orbit Compatibility, [**Redacted**]

3.2.1.2 Satellite

Operating Modes

3.2.1.2.1 Normal

Operating Modes

The Satellite shall, at a minimum, provide the operating modes defined in Table 3-4 Normal Operating Modes, with the following additional requirements:

[**Redacted**]

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Table 3-4 Normal Operating Modes


Mode	Basic Satellite State	Satellite Pointing

Cruise Mode	[Redacted]	[Redacted]
[Redacted]	[Redacted]	[Redacted]

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

3.2.1.2.2 Special

/ Contingency Modes

The Satellite shall, at a minimum, provide the modes defined in [**Redacted**] , with the following additional requirements:

[**Redacted**]

Table 3-5 Special / Contingency Modes



Mode	Basic Satellite State	Satellite Pointing

[Redacted]	[Redacted]	[Redacted]

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

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Table 3-6 Simultaneous Operations

Simultaneous
Operations

Normal Operating Modes

Special / Contingency Modes

[**Redacted**]

Recording Image Data

[**Redacted**]

Recording Ancillary Data

[**Redacted**]

Transmitting recorded Image and Ancillary Data

[**Redacted**]

Recording Satellite state of health data

[**Redacted**]

Transmitting stored state-of-health data

[**Redacted**]

Transmitting real-time state-of-health data

[**Redacted**]

Preserving stored Image and Ancillary Data

[**Redacted**]

Preserving stored state-of-health data

[**Redacted**]

Receiving and executing real-time commands

[**Redacted**]

Receiving and storing stored commands

[**Redacted**]

Executing stored commands

[**Redacted**]

3.2.1.2.3 Intermediate and Transitional Modes

Additional intermediate and transitional modes may be defined for the Satellite and Spacecraft Bus.

[**Redacted**]

3.2.1.3 Pre-Launch Operations

3.2.1.3.1 Ground Storage

The Satellite shall be capable of being stored under proper conditions for up to [**Redacted**] without the need for refurbishment.

3.2.1.3.2 Launch Delay

a)	The Satellite shall be capable of remaining loaded with propellant for a minimum of [Redacted] prior to launch, while maintaining safety and status monitoring.

b)	The Satellite shall be capable of launch for up to [Redacted] following the integration of the Satellite to the Launch Vehicle without the need for demate, while maintaining safety and status monitoring.

c)	The Satellite shall be designed to permit [Redacted] .

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3.2.1.4 Early Orbit Operations

3.2.1.4.1 Autonomous Operations After Separation

Following the separation event, the Satellite shall autonomously:

[**Redacted**]

3.2.1.4.2 First [**Redacted**]

Following the Autonomous Operations after Separation, the Satellite shall pose no constraints on operation such that:

[**Redacted**]

3.2.1.4.3 Commissioning

The Satellite shall pose no constraints on operation such that total Satellite on-orbit performance can be fully verified as specified in the Statement of Work.

3.2.1.5 Mission Operations

3.2.1.5.1 Viewing Angles

Viewing angles referred to in the [**Redacted**] and elsewhere in this specification shall be as defined below.

[**Redacted**]

3.2.1.5.1.1 Nominal Field of Regard

The Nominal Field of Regard shall be defined as a [**Redacted**]

3.2.1.5.1.2 Maximum Field of Regard

The Maximum Field of Regard shall be defined as a [**Redacted**]

3.2.1.5.1.3 [**Redacted**]

[**Redacted**]

3.2.1.5.1.4 [**Redacted**]

[**Redacted**]

3.2.1.5.1.5 [**Redacted**]

The Satellite shall allow operation of the [**Redacted**]

3.2.1.5.2 Imaging and Downlink Operations

The Satellite shall be capable of performing the imaging and downlink operations specified below assuming [**Redacted**]

3.2.1.5.2.1 [**Redacted**]

[**Redacted 1 Page**]

3.2.1.5.2.2 Wideband and Narrowband Downlinks

It shall be possible to perform both Wideband and Narrowband downlinks as follows:

[**Redacted**]

3.2.1.5.2.3 Instrument Mass Properties for [**Redacted**]

For purposes of verifying the Satellite’s ability to perform the DIS, [**Redacted**]

3.2.1.5.2.4 [**Redacted**]

[**Redacted**]

3.2.1.5.3 Stereo Imaging

a)	The Satellite shall be capable of collecting the stereo imagery [Redacted]

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b)	The Satellite shall be capable of collecting stereo imagery [Redacted]

3.2.1.5.4 Off-Nadir Imaging

The Satellite shall be capable of supporting off-nadir image collections as follows:

[**Redacted**]

3.2.1.5.5 Special Imaging

3.2.1.5.5.1 Minimum Capabilities

[**Redacted**]

3.2.1.5.5.2 [**Redacted**]

[**Redacted**]

3.2.1.5.6 [**Redacted**]

[**Redacted**]

3.2.1.6 Instrument Requirements

3.2.1.6.1 Integrated Bus/Instrument Performance Effects

The SSI shall perform appropriate integrated Satellite-level analyses and design work in order to ensure the Satellite meets the following performance requirements. LOS motion shall be calculated using an Instrument Finite Element Model (FEM) provided by the Instrument Contractor as defined under Applicable Documents, which shall be assumed to meet the following requirements:

[**Redacted**]

3.2.1.6.1.1 [**Redacted**]

[**Redacted**]

3.2.1.6.1.2 [**Redacted**]

[**Redacted**]

3.2.1.6.2 [**Redacted**]

[**Redated**]

3.2.1.6.2.1 [**Redated**]

[**Redacted**]

3.2.1.6.2.2 [**Redacted**]

[**Redacted**]

3.2.1.6.3 [**Redacted**]

[**Redacted**]

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3.2.1.6.3.1 [**Redacted**]

[**Redacted**]

3.2.1.6.3.2 [**Redacted**]

[**Redacted**]

3.2.1.6.3.3 [**Redacted**]

[**Redacted**]

3.2.1.6.3.4 [**Redacted**]

[**Redacted**]

3.2.1.6.3.4.1 [**Redacted**]

[**Redacted**]

3.2.1.6.3.4.2 [**Redacted**]

[**Redacted**]

3.2.1.6.3.4.3 [**Redacted**]

[**Redacted**]

3.2.1.6.3.5 [**Redacted**]

[**Redacted**]

3.2.1.6.3.5.1 [**Redacted**]

[**Redacted**]

3.2.1.6.3.5.2 [**Redacted**]

[**Redacted**]

3.2.1.6.3.6 [**Redacted**]

[**Redacted**]

3.2.1.6.4

Instrument Cleanliness

[**Redacted**]

3.2.1.6.4.1 [**Redacted**]

[**Redacted**]

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WorldView-3 Satellite Specification

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3.2.1.6.4.2 [**Redacted**]

[**Redacted**]

3.2.1.7

Bus Subsystem Requirements

In addition to supporting all subsystem-level requirements derived from the Satellite-level requirements specified in the above sections, Spacecraft Bus subsystems shall meet the specific requirements contained within this section.

3.2.1.7.1

[ **Redacted** ]

3.2.1.7.1.1 [**Redacted**]

[**Redacted**]

3.2.1.7.1.2 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3.1 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3.2 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3.3 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3.4 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3.5 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3.6 [**Redacted**]

[**Redacted**]

3.2.1.7.1.3.7 [**Redacted**]

[**Redacted**]

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WorldView-3 Satellite Specification

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3.2.1.7.1.3.8 [**Redacted**]

[**Redacted**]

3.2.1.7.1.4 [**Redacted**]

3.2.1.7.1.4.1 [**Redacted**]

[**Redacted**]

3.2.1.7.1.4.2 [**Redacted**]

[**Redacted**]

3.2.1.7.1.4.3 [**Redacted**]

[**Redacted**]

3.2.1.7.1.4.4 [**Redacted**]

[**Redacted**]

3.2.1.7.2

ADCS

3.2.1.7.2.1 [**Redacted**]

[**Redacted**]

3.2.1.7.2.2 [**Redacted**]

3.2.1.7.2.2.1 [**Redacted**]

[**Redacted**]

3.2.1.7.2.2.2 [**Redacted**]

[**Redacted**]

3.2.1.7.2.2.3 [**Redacted**]

[**Redacted**]

3.2.1.7.2.2.4 [**Redacted**]

[**Redacted**]

3.2.1.7.2.2.5 [**Redacted**]

[**Redacted**]

3.2.1.7.2.3 [**Redacted**]

[**Redacted**]

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WorldView-3 Satellite Specification

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3.2.1.7.2.4 [**Redacted**]

3.2.1.7.2.4.1 [**Redacted**]

[**Redacted**]

3.2.1.7.2.4.2 [**Redacted**]

[**Redacted**]

3.2.1.7.2.5 [**Redacted**]

3.2.1.7.2.6 [**Redacted**]

[**Redacted**]

3.2.1.7.2.7 [**Redacted**]

[**Redacted**]

3.2.1.7.2.8 [**Redacted**]

[**Redacted**]

3.2.1.7.2.9 [**Redacted**]

[**Redacted**]

3.2.1.7.2.9.1 [**Redacted**]

[**Redacted**]

3.2.1.7.2.9.2 [**Redacted**]

[**Redacted**]

3.2.1.7.2.9.3 [**Redacted**]

[**Redacted**]

3.2.1.7.2.9.4 [**Redacted**]

[**Redacted**]

3.2.1.7.2.9.5 [**Redacted**]

[**Redacted**]

3.2.1.7.2.10 [**Redacted**]

[**Redacted**]

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WorldView-3 Satellite Specification

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3.2.1.7.2.11 Solar Arrays

In all modes of operation except Launch Mode, the ADCS shall be capable of pointing the Solar Array as follows:

[**Redacted**]

3.2.1.7.2.12 Wideband Antenna

While in Cruise Mode, Earth or Fixed Frame Imaging Mode, or maneuvering to/from Images, the ADCS shall be capable of pointing the Wideband Antenna as follows:

[**Redacted**]

3.2.1.7.3

Propulsion

3.2.1.7.3.1 Minimum Delta-V Capability

The Propulsion subsystem shall provide at least [**Redacted**]

3.2.1.7.3.2 Propellant Budget

The SSI shall develop and maintain a [**Redacted**]

3.2.1.7.3.3 Inefficiencies of Operation

The propellant budget shall, at a minimum, account for the following inefficiencies of operation:

[**Redacted**]

3.2.1.7.3.4 Thruster Orientation

[**Redacted**]

3.2.1.7.3.5 [**Redacted**]

[**Redacted**]

3.2.1.7.4

Flight Software

3.2.1.7.4.1 [**Redacted**]

The Flight Software shall provide the capability to [**Redacted**].

3.2.1.7.4.2 Modularity

The design of the Satellite flight software shall be [**Redacted**] .

3.2.1.7.4.2.1 Module Size

The patching or replacing of any single Satellite flight software module shall not require more than [**Redacted**] or the [**Redacted**] shall be uploadable in no more than [**Redacted**] split across multiple contacts [**Redacted**].

3.2.1.7.4.3 Parameterization

The design of the Satellite flight software shall incorporate parameterization to support operational flexibility and command versatility.

[**Redacted**]

3.2.1.7.4.3.1 Parameter Range and Resolution

Parameters shall have enough range and resolution to permit operation of the Satellite to the requirements of this specification without having to patch the Satellite Flight software.

3.2.1.7.4.3.2 [**Redacted**]

[**Redacted**]

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3.2.1.7.4.4 [**Redacted**]

[**Redacted**]

3.2.1.7.4.4.1 [**Redacted**]

[**Redacted**]

3.2.1.7.4.4.2 [**Redacted**]

[**Redacted**]

3.2.1.7.4.5 [**Redacted**]

[**Redacted**]

3.2.1.7.4.6 [**Redacted**]

[**Redacted**]

3.2.1.7.4.7 [**Redacted**]

[**Redacted**]

3.2.1.7.4.7.1 [**Redacted**]

[**Redacted**]

3.2.1.7.4.8 [**Redacted**]

[**Redacted**]

3.2.1.7.4.9 [**Redacted**]

[**Redacted**]

3.2.1.7.4.10 [**Redacted**]

[**Redacted**]

3.2.1.7.4.11 [**Redacted**]

[**Redacted**]

3.2.1.7.5

C&DH

3.2.1.7.5.1 Commands

3.2.1.7.5.1.1 Command Formats

Commands shall be formatted as specified in the [**Redacted**] .

3.2.1.7.5.1.2 Command Length

Commands shall be [**Redacted**] to assure compatibility with [**Redacted**] with [**Redacted**] and [**Redacted**] .

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WorldView-3 Satellite Specification

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3.2.1.7.5.1.3 [**Redacted**]

[**Redacted**]

3.2.1.7.5.1.4 [**Redacted**]

[**Redacted**]

3.2.1.7.5.1.5 [**Redacted**]

[**Redacted**]

3.2.1.7.5.1.6 [**Redacted**]

[**Redacted**]

3.2.1.7.5.1.7 [**Redacted**]

[**Redacted**]

3.2.1.7.5.1.8 [**Redacted**]

[**Redacted**]

3.2.1.7.5.1.9 [**Redacted**]

[**Redacted**]

3.2.1.7.5.1.10 Unique Satellite Identification

The Satellite identification used for command verification and acceptance shall be unique for each redundancy string and shall be different than IDs used on previous DigitalGlobe satellites.

[**Redacted**]

3.2.1.7.5.2 State-of-Health Telemetry

3.2.1.7.5.2.1 Telemetry Content

The C&DH subsystem shall collect and format housekeeping telemetry for the Spacecraft Bus [**Redacted**] sufficient to provide the following capabilities on the ground:

[**Redacted**]

3.2.1.7.5.2.2 Telemetry Format

The C&DH subsystem shall format and transmit the [**Redacted**] as follows:

[**Redacted**]

3.2.1.7.5.2.3 [**Redacted**]

[**Redacted**]

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WorldView-3 Satellite Specification

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3.2.1.7.5.2.4 [**Redacted**]

[**Redacted**]

3.2.1.7.5.2.5 [**Redacted**]

[**Redacted**]

3.2.1.7.5.2.6 Unique Satellite Identification

All telemetry data shall periodically include a Satellite identification that is different than IDs used on previous DigitalGlobe satellites.

[**Redacted**]

3.2.1.7.5.2.7 Storage Capacity

The C&DH subsystem shall be capable of storing at least 36 hours of telemetry at an average rate of [**Redacted**] .

[**Redacted**]

3.2.1.7.5.2.8 [**Redacted**]

[**Redacted**]

3.2.1.7.5.2.9 [**Redacted**]

[**Redacted**]

3.2.1.7.5.3 [**Redacted**]

[**Redacted**]

3.2.1.7.5.4 Ancillary Data

During normal operations, the C&DH subsystem shall collect Ancillary Data from Bus and Instrument equipment and forward it [**Redacted**]

3.2.1.7.5.4.1 Standard Content

The standard content of the two Ancillary Data streams shall be as defined in [**Redacted**] .

[**Redacted**]

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Table 3-10 Standard Ancillary Data Content


Data Type	Description	Frequency		Minimum Rate
Continuous Ancillary Data Stream
[Redacted]	[Redacted]		[Redacted]		[Redacted]

[Redacted]

Image Ancillary Data Stream

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

[Redacted]	[Redacted]		[Redacted]

[Redacted]	[Redacted]		[Redacted]

[Redacted]	[Redacted]		[Redacted]

[Redacted]	[Redacted]		[Redacted]

[Redacted]	[Redacted]		[Redacted]

[Redacted]	[Redacted]		[Redacted]

[Redacted]

3.2.1.7.5.4.2 Format

The C&DH subsystem shall format the [**Redacted**]

3.2.1.7.5.4.3 Redefinable Content

It shall be possible to independently re-define the content of [**Redacted**] , subject to data bandwidth constraints.

[**Redacted**]

3.2.1.7.5.4.4 [**Redacted**]

[**Redacted**]

3.2.1.7.5.4.5 Data Transfer

The C&DH subsystem shall transfer the Ancillary Data to the MDR as follows:

[**Redacted**]

3.2.1.7.5.4.6 [**Redacted**]

[**Redacted**]

3.2.1.7.5.4.7 [**Redacted**]

[**Redacted**]

3.2.1.7.5.5 Command & Telemetry Protocol

The satellite shall meet the requirements for the satellite command and telemetry protocol as specified in the [**Redacted**]

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3.2.1.7.6

Narrowband Communications

3.2.1.7.6.1 Command Uplink

3.2.1.7.6.1.1 Uplink Bit Rate

The Command Uplink shall operate at one of two selectable rates, including all headers and other formatting, as follows:

[**Redacted**]

3.2.1.7.6.1.2 Bit Error Rate

The Command Uplink shall provide a bit error rate not to exceed [**Redacted**] .

3.2.1.7.6.1.3 Availability

The Command Uplink shall provide an availability of at least [**Redacted**] .

3.2.1.7.6.1.4 Elevation Angle

The Command Uplink shall operate at elevation angles of [**Redacted**] .

3.2.1.7.6.1.5 Link Margin

The Command Uplink shall meet all performance and functional requirements specified herein at EOL with a link margin of at least [**Redacted**] .

3.2.1.7.6.1.6 [**Redacted**]

[**Redacted**]

3.2.1.7.6.1.7 Modulation

The Command Uplink shall be modulated using [**Redacted**] .

3.2.1.7.6.1.8 Radio Frequency

The nominal Command Uplink carrier frequency shall be [**Redacted**] .

3.2.1.7.6.1.9 Antenna Coverage

Command Uplink antenna coverage shall be provided as follows:

[**Redacted**]

c) Provides realistic allowances for blockages by the Instrument.

3.2.1.7.6.1.10 Antenna Polarization

The Command Uplink antenna shall use [**Redacted**] .

3.2.1.7.6.1.11 Idle Patterns

[**Redacted**]

3.2.1.7.6.2 Telemetry Downlink

3.2.1.7.6.2.1 [**Redacted**] Telemetry Bit Rate

The Telemetry Downlink shall be at the following selectable rates, including all header and other formatting required to structure the commands:

[**Redacted**]

3.2.1.7.6.2.2 [**Redacted**] Telemetry Bit Rate

The Telemetry Downlink shall be at a rate of [**Redacted**].

3.2.1.7.6.2.3 Bit Error Rate

The Telemetry Downlink shall provide a bit error rate not to exceed [**Redacted**] .

3.2.1.7.6.2.4 Availability

The Telemetry Downlink shall provide an availability of at least [**Redacted**] .

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3.2.1.7.6.2.5 Elevation Angle

The Telemetry Downlink shall operate at elevation angles of [**Redacted**] .

3.2.1.7.6.2.6 Link Margin

The Telemetry Downlink shall meet all performance and functional requirements specified herein at EOL with a link margin of at least [**Redacted**] .

3.2.1.7.6.2.7 [**Redacted**]

[**Redacted**]

3.2.1.7.6.2.8 [**Redacted**]

[**Redacted**]

3.2.1.7.6.2.9 Modulation

a)	The Telemetry Downlink shall use [Redacted] modulation as specified in the [Redacted] .

b)	Any processing of the original data stream before transmission shall result in a [Redacted] .

3.2.1.7.6.2.10 Radio Frequency

The nominal Telemetry Downlink carrier frequency shall be [**Redacted**] .

3.2.1.7.6.2.11 Antenna Coverage: Special / Contingency Modes

a)	Telemetry Downlink antenna coverage shall support all RF performance requirements specified herein (e.g. all downlink rates, both real-time and stored telemetry, BER, availability, elevation angle, etc.) with a [Redacted] when transmitting within [Redacted] .

b)	A minimum elevation angle up to [Redacted] shall be permitted.

c)	It shall be permissible to require ground commands in order to [Redacted] for operation in this mode, for example to switch from [Redacted] to [Redacted]

3.2.1.7.6.2.12 Antenna Coverage: Normal Operating Modes

Telemetry Downlink antenna coverage shall support all RF performance requirements specified herein (e.g. all downlink rates, BER, link margin, etc.) as follows:

[**Redacted**]

3.2.1.7.6.2.13 Antenna Polarization

The Telemetry Downlink antenna shall use [**Redacted**]

3.2.1.7.6.2.14 Adjustable RF Output Power

The Telemetry Downlink shall provide the capability to adjust RF output power levels by ground command (real-time or stored), in increments sufficient to meet the link margin and interference limits specified in Sections 3.2.1.7.6.2.6 Link Margin and 3.1.2.1 Non-interference with Outside Systems, at any altitude over the range specified in Section 3.2.1.1.2.1 General Orbit Compatibility.

[**Redacted**]

3.2.1.7.7

[**Redacted**]

[**Redacted**]

3.2.1.7.7.1 [**Redacted**]

[**Redacted**]

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3.2.1.7.7.1.1 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.2 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.3 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.4 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.5 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.6 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.7 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.8 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.9 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.10 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.11 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.12 [**Redacted**]

[**Redacted**]

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3.2.1.7.7.1.13 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.14 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.15 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.16 [**Redacted**]

[**Redacted**]

3.2.1.7.7.1.17 [**Redacted**]

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3.2.1.7.7.2 [**Redacted**]

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3.2.1.7.7.2.1 [**Redacted**]

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3.2.1.7.7.2.5 [**Redacted**]

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3.2.1.7.7.2.6 [**Redacted**]

3.2.1.7.7.2.7 [**Redacted**]

[**Redacted**]

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DigitalGlobe Proprietary and Confidential

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

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3.2.1.7.7.2.8 [**Redacted**]

3.2.1.7.7.2.9 [**Redacted**]

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3.2.1.7.7.2.10 [**Redacted**]

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3.2.1.7.7.2.11 [**Redacted**]

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3.2.1.7.7.2.19 [**Redacted**]

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3.2.1.7.7.2.20 [**Redacted**]

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.2.1.7.7.2.21 [**Redacted**]

[**Redacted**]

3.2.1.7.8

EPDS

3.2.1.7.8.1 Functional Requirements

The EPDS shall perform the following functions under the Conditions and Operational Scenarios specified below:

a)	Provide sufficient power to all Spacecraft Bus and Instrument equipment to

[**Redacted**]

3.2.1.7.8.2 Realistic Worst Case Conditions

EPDS performance shall be evaluated under realistic worst-case conditions [**Redacted**], including, but not limited to:

[**Redacted**]

3.2.1.7.8.3 Operational Scenarios

EPDS performance shall be evaluated using the following operational scenarios for the range of orbits specified in Section 3.2.1.1.2.1 General Orbit Compatibility. For requirements verification, it is acceptable to perform in-depth analysis [**Redacted**]

3.2.1.7.8.4 Instrument Power

The EPDS shall provide power to the Instrument as specified in Section 3.1.3.1.3 Power Interfaces.

3.2.1.7.8.5 [**Redacted**]

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3.2.1.7.8.6 [**Redacted**]

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3.2.1.7.8.7 [**Redacted**]

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3.2.1.7.8.8 [**Redacted**]

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3.2.1.7.9

Structures and Mechanisms

3.2.1.7.9.1 Functional Requirements

The Structure shall perform the following functions:

a)	Support all Bus and [Redacted] equipment through all mission phases, including pre-launch, launch, initialization, normal operations, and EOL disposal.

b)	[Redacted]

3.2.1.7.9.2 Factors and Margins of Safety

[**Redacted**]

3.2.1.7.9.3 Mechanisms

3.2.1.7.9.3.1 [**Redacted**]

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.2.1.7.9.3.2 Accessibility

Deployment devices shall be accessible with minimum disturbance to the relative position of the mechanisms or their thermal control hardware.

3.2.1.7.9.3.3 Thermal Constraints

There shall be no thermal constraints against the operation of any mechanism at any time during the Satellite Mission Life such that:

[**Redacted**]

3.2.1.7.9.3.4 [**Redacted**]

[**Redacted**]

3.2.1.7.9.3.5 [**Redacted**]

[**Redacted**]

3.2.1.7.10 Thermal Control

3.2.1.7.10.1 Functional Requirements

The Thermal Control subsystem shall autonomously perform the following functions under the Conditions and Operational Scenarios specified below:

[**Redacted**]

3.2.1.7.10.2 Realistic Worst Case Conditions

Thermal Control Subsystem performance shall be evaluated under realistic worst-case conditions (i.e. precluding combinations of conditions that can not physically occur), including, but not limited to:

[**Redacted**]

3.2.1.7.10.3 Operational Scenarios

The Thermal Control Subsystem performance shall be evaluated using the following operational scenarios for the range of orbits specified in Section 3.2.1.1.2.1 General Orbit Compatibility. For requirements verification, it is acceptable to perform in-depth analysis [**Redacted**]

3.2.1.7.10.4 [**Redacted**]

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3.2.1.7.10.4.1 [**Redacted**]

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3.2.1.7.10.4.2 [**Redacted**]

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3.2.1.7.10.4.3 [**Redacted**]

[**Redacted**]

3.2.1.7.10.4.4 [**Redacted**]

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.2.1.7.10.4.5 [**Redacted**]

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3.2.1.7.10.4.6 [**Redacted**]

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3.2.1.7.10.4.7 [**Redacted**]

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3.2.1.7.10.4.8 [**Redacted**]

3.2.1.7.10.4.9 [**Redacted**]

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3.2.1.7.10.5 [**Redacted**]

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3.2.1.7.11 Direct Tasking

The Satellite shall provide Direct Tasking capabilities as specified below, with the following definitions of key terms:

[**Redacted**]

3.2.1.7.11.1 [**Redacted**]

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3.2.1.7.11.1.1 [**Redacted**]

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3.2.1.7.11.1.2 [**Redacted**]

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3.2.1.7.11.1.3 [**Redacted**]

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3.2.1.7.11.1.4 [**Redacted**]

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3.2.1.7.11.1.5 [**Redacted**]

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.2.1.7.11.1.6 [**Redacted**]

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3.2.1.7.11.1.7 [**Redacted**]

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3.2.1.7.11.2 [**Redacted**]

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3.2.1.7.11.2.1 [**Redacted**]

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3.2.1.7.11.2.2 [**Redacted**]

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3.2.1.7.11.2.3 [**Redacted**]

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3.2.1.7.11.2.4 [**Redacted**]

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3.2.1.7.11.2.5 [**Redacted**]

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3.2.1.7.11.3 [**Redacted**]

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3.2.1.7.11.3.1 [**Redacted**]

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3.2.1.7.11.3.2 [**Redacted**]

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3.2.1.7.11.3.3 [**Redacted**]

[**Redacted**]

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DigitalGlobe Proprietary and Confidential

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

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3.2.1.7.11.3.4 [**Redacted**]

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3.2.1.7.11.3.5 [**Redacted**]

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3.2.1.7.11.3.6 [**Redacted**]

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3.2.1.7.11.3.7 [**Redacted**]

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3.2.1.7.11.3.8 [**Redacted**]

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3.2.1.7.11.3.9 [**Redacted**]

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3.2.1.7.11.3.10 [**Redacted**]

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3.2.1.7.11.4 [**Redacted**]

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3.2.1.7.11.4.1 [**Redacted**]

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3.2.1.7.11.4.2 [**Redacted**]

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3.2.1.7.11.4.3 [**Redacted**]

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3.2.1.7.11.4.4 [**Redacted**]

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3.2.1.7.11.4.5 [**Redacted**]

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.2.1.7.11.4.6 [**Redacted**]

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3.2.1.7.11.4.7 [**Redacted**]

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3.2.1.7.11.4.8 [**Redacted**]

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3.2.1.7.11.4.9 [**Redacted**]

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3.2.1.7.11.5 [**Redacted**]

3.2.1.7.11.5.1 [**Redacted**]

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3.2.1.7.11.5.2 [**Redacted**]

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3.2.1.7.11.5.3 [**Redacted**]

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3.2.1.7.11.5.4 [**Redacted**]

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3.2.1.7.11.5.5 [**Redacted**]

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3.2.1.7.11.5.6 [**Redacted**]

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3.2.1.7.11.5.7 [**Redacted**]

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3.2.2 Physical Characteristics

3.2.2.1 Size Constraints

The size of the integrated Satellite shall be compatible with the specified Launch Vehicles and Shipping Constraints.

3.2.2.2 Mass Constraints

The total Satellite mass (including all parts of the Launch Vehicle adapter / separation mechanism that remain with the Satellite after separation) shall not exceed the limits established by the [**Redacted**] and the [**Redacted**] .

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.2.2.3

Shipping Constraints

The Satellite and associated Ground Support Equipment (GSE), including the shipping container, shall be designed to allow transportation to the Launch Site via the [**Redacted**] or by [**Redacted**] and [**Redacted**] .

3.2.3 Reliability

3.2.3.1 End of Life Ps

[**Redacted**]

3.2.3.2 [**Redacted**]

[**Redacted]

3.2.3.3 [**Redacted**]

[**Redacted**]

3.2.3.4 Cycle-Limited Items

Items whose life is limited by the total number of operating cycles shall meet all on-orbit performance requirements after operating for [**Redacted**] the predicted number of cycles, including all cycles incurred during both the Mission Life and during ground testing. Cycle-limited items shall include at a minimum:

[**Redacted**]

3.2.3.4.1 [**Redacted**]

[**Redacted**]

3.2.3.4.2 [**Redacted**]

[**Redacted**]

3.2.4 Availability and Maintainability

3.2.4.1 Fault Recovery Timeline

The Satellite equipment provided by the SSI shall be designed to allow recovery from any fault conditions and single event upsets or latch-ups within [**Redacted**] of ground operator intervention, with the exception of [**Redacted**] , which shall take no longer than [**Redacted**]

3.2.4.2 Environmental Conditions

The Satellite shall meet all functional and performance requirements after exposure to the following environments.

3.2.4.2.1 Launch Induced Environments

[**Redacted**]

3.2.4.2.2 On-Orbit Environments

On-orbit environments shall be consistent with operation in the Mission Orbit for the Mission Life and shall include, at a minimum:

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.2.4.2.3 Pre-Launch Environments

Except for any specific testing aimed at verifying the design margins, the Satellite shall not be subjected to any environments that exceed the launch and on-orbit environments. This includes integration and test activities, transportation, launch site processing, and the period the Satellite is within the Launch Vehicle Fairing prior to launch.

3.3 Satellite Design and Construction

3.3.1

General

The Satellite Design and Construction shall be performed per standard SSI practices in accordance with the Environmental Design and Test Specification and the DigitalGlobe Space Segment Specification Addendum, including at a minimum the following items:

[**Redacted**]

3.3.2

SEUs

[**Redacted**]

3.3.3

Immunity to Latch-Up

[**Redacted**]

3.3.4

Cleanliness and Contamination Control

[**Redacted**]

3.3.4.1

[**Redacted**]

[**Redacted**]

3.3.4.2

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3.3.4.3

[**Redacted**]

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3.3.4.4

[**Redacted**]

[**Redacted**]

3.3.5

Safety

The Satellite shall be designed to allow for safe handling, operation, transportation, fuel loading and pressurization through all mission phases. It shall comply with the specific requirements of [**Redacted**] , including at a minimum:

[**Redacted**]

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

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3.3.6

[**Redacted**]

4.	VERIFICATION

Requirements verification shall be performed per standard SSI practices, in accordance with the DigitalGlobe Space Segment Specification Addendum and the Statement of Work.

5.	QUALITY ASSURANCE

Quality Assurance shall be performed per standard SSI practices, in accordance with the DigitalGlobe Space Segment Specification Addendum and the Statement of Work.

ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

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

Attachment 3

WorldView3 Payment Milestone Schedule, Rev 5.0

Dated 14 December 2011

WorldView 3 Payment Milestone Schedule

Exhibit 3 to WV3 Satellite Agreement # 60150

Item
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Item
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Item
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TOTALS

$217,562,399

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Attachment 4

WorldView3 Satellite Simulator Specification, Rev 4.0

Dated 12 December 2011

ITAR Controlled Document

[**Redacted**]

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Rev 9.0: 19 Dec 2011

Attachment 5

[**Redacted**]

Exhibit 10.46

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

1. CONTRACT ID CODE

PAGE OF PAGES

1 | 10

2. AMENDMENT/MODIFICATION NO.

P00020

3. EFFECTIVE DATE

See Block 16C

4. REQUISITION/PURCHASE REQ. NO.

5. PROJECT NO. (If applicable)

6. ISSUED BY

CODE

HM0210

7. ADMINISTERED BY (If other than Item 6) CODE

[**Redacted**]

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

(x)

9A. AMENDMENT OF SOLICITATION NO.

DIGITALGLOBE,INC.

Attn: DIGITALGLOBE, INC.

1601 DRY CREEK DRIVE SUITE 260 LONGMONT CO 805036493

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

HM021010C0002

10B. DATED (SEE ITEM 13)

CODE 1CGQ7

FACILITY CODE

08/06/2010

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

q The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers q is extended. q is not extended.

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

12.	ACCOUNTING AND APPROPRIATION DATA (If required)

Not Applicable


13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
CHECK ONE		A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.




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

		D. OTHER (Specify type of modification and authority) Mutual Agreement of the Parties
X
E. IMPORTANT: Contractor q is not. X is required to sign this document and return 1 copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Tax ID Number: 31-1420852 DUNS Number: 789638418 The purpose of this modification is to revise contract terms and conditions (1) as a result of [Redacted]; (2) to incorporate [Redacted]; (3) to incorporate other [Redacted] associated Service Level Agreement operational changes; and (4) to incorporate classification marking changes [Redacted], administrative corrections and clarifications to Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work. Accordingly, the contract is modified as follows: Continued ... Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect

15A. NAME AND TITLE OF SIGNER (Type or print)

[**Redacted**]

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

[**Redacted**]

NSN 7540-01-152-8070

Previous edition unusable

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48(CFR) 53.243

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

PAGE OF

2 | 10

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.10 Option CLINs 0201, 0301, 0401, 0501, 0601, 0701, 0801, and 0901 - Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity), [**Redacted**] for Option CLIN 0101 (Contract Year 2), Option CLIN 0201 (Contract Year 3), Option CLIN 0301 (Contract Year 4), Option CLIN 0401 (Contract Year 5), Option CLIN 0501 (Contract Year 6), Option CLIN 0601 (Contract Year 7), Option CLIN 0701 (Contract Year 8), Option CLIN 0801 (Contract Year 9), and Option CLIN 0901 (Contract Year 10). Change page 26 is attached hereto.

2. Under Section H, Special Contract Requirements:

a. Under Special Contract Requirement H.24, Exercise of Options, paragraph a., the second sentence is revised to read as follows: The Government may exercise from time to time some or all the option CLINs. Change page 47 is attached hereto.

b. New Special Contract Requirement H.32, [**Redacted**], is hereby added. Change page 20 (Table of Contents) and new page 49a are attached hereto.

3. Under Section J - List of Attachments, Attachment 1, EnhancedView Imagery Acquisition Statement of Work (SOW) dated June 28, 2010 is revised to change the date to February 14, 2012. Change page 63 is attached hereto.

4. Under Attachment 1, EnhancedView Imagery Acquisition Statement of Work (SOW), the following changes are made [**Redacted**]

Continued ...

NSN 7540-01-152-8067

OPTIONAL FORM 336 (4-86)

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FAR (48 CFR) 53.110

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REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

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NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Continued...

NSN 7540-01-152-8067

OPTIONAL FORM 336 (4-86)

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FAR (48 CFR) 53.110

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

PAGE OF

4 | 10

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Continued...

NSN 7540-01-152-8067

OPTIONAL FORM 336 (4-86)

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FAR (48 CFR) 53.110

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

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NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Continued...

NSN 7540-01-152-8067

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FAR (48 CFR) 53.110

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

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6 | 10

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Continued...

NSN 7540-01-152-8067

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FAR (48 CFR) 53.110

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

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7 | 10

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Continued...

NSN 7540-01-152-8067

OPTIONAL FORM 336 (4-86)

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FAR (48 CFR) 53.110

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

PAGE OF

8 | 10

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Continued...

NSN 7540-01-152-8067

OPTIONAL FORM 336 (4-86)

Prescribed by GSA

FAR (48 CFR) 53.110

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

PAGE OF

9 | 10

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Continued ...

NSN 7540-01-152-8067

OPTIONAL FORM 336 (4-86)

Prescribed by GSA

FAR (48 CFR) 53.110

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021010C0002/P00020

PAGE OF

10 | 10

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)

	[Redacted] Payment: [Redacted]

NSN 7540-01-152-8067

OPTIONAL FORM 336 (4-86)

Prescribed by GSA

FAR (48 CFR) 53.110

HM0210-10-C-0002-P00020

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1


G.3 (U) NGA: Government Representative (Sep 2003)		34
G.4 (U) NGA: Contract Administration (Sep 2003)		34
G.5 (U) NGA: Payment Instructions For Multiple Accounting Classification Citations (Sep 2003)		35
G.6 (U) Accounting And Appropriation Data		35
(U) Section H - Special Contract Requirements		19
H.1 (U) NGA: 5x52.209-9003 Protection Of Information And Nondisclosure Agreements (July 2006)		36
H.2 (U) NGA: 5x52.37-9000 Contractor Employee Data For Access To NGA Facilities Or Sensitive Systems (Oct 2005)		37
H.3 (U) NGA: 5x45.592-9000 Government-Furnished Limited Distribution Materials (June 2004)		38
H.4 (U) NGA: Key Personnel (Sep 2003) (Modified)		39
H.5 (U) NGA: Disclaimer Statement (Sep 2003)		40
H.6 (U) NGA: 5x52.227-9000 Unauthorized Use Of NGA Name, Seal, And Initials (June 2006)		40
H.7 (U) Ordering Procedures (CLIN Series 0x04)		40
H.8 (U) NGA: 5x252.204-7000-90 Public Release Of Information (Apr 2004)		41
H.9 (U) Non-Publicity		41
H.10 (U) NGA: Insurance (Sep 2003)		41
H.11 (U) NGA: Performance Of Work On Government Premises (Sep 2003)		42
H.12 (U) NGA: Intention To Use Consultants (Sep 2003)		42
H.13 (U) NGA: 5x45.102-9000 Government Furnished Accountable Property (May 2003)		42
H.14 (U) NGA: 5x52.227-9001 Activities That Affect U.S. Persons (Dec 2004)		44
H.15 (U) NGA: 5x52.207-9000 Dod Base Realignment And Closure (Apr 2008)		44
H.16 (U) NGA: 5x52.242-9001 Observance Of Legal Holidays & Closure Of NGA (Oct 2008) (Modified)		44
H.17 (U) Security Requirements - Contract Classification		45
H.18 (U) Organizational Conflict Of Interest		45
H.19 (U) Sensitive Requirements And Product Handling		45
H.20 (U) Warranty		46
H.21 (U) Export Control And Assignment Of Personnel		46
H.22 (U) Emergencies, Disasters, And Humanitarian Efforts		46
H.23 (U) Nextview Imagery End User License Agreement		46
H.24 (U) Exercise Of Options		47
H.25 [Redacted]		48
H.26 [Redacted]		48
H.27 [Redacted]		48
H.28 [Redacted]		48
H.29 [Redacted]		48
H.30 [Redacted]		48
H.31 [Redacted]		48
H.32 [Redacted]		49a
(U) Section I - Contract Clauses		50
I.1	(U) FAR 52.204-2 Security Requirements. (Aug 1996)	50
I.2	(U) FAR 52.204-4 Printed Or Copied Double-Sided On Recycled Paper. (Aug 2000)	50
I.3	(U) FAR 52.204-7 Central Contractor Registration. (Apr 2008)	50
I.4	(U) FAR 52.212-4 Contract Terms And Conditions - Commercial Items. (Mar 2009)	50
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)	50
I.6	(U) FAR 52.212-5 Contract Terms And Conditions Required To Implement Statutes Or Executive Orders--
	Commercial Items. (Apr 2010)	50
I.7	(U) FAR 52.215-21 Requirements For Cost Or Pricing Data Or Information Other Than Cost Or Pricing Data -
	Modifications. (Oct 1997)	54
I.8	(U) FAR 52.216-22 Indefinite Quantity. (Oct 1995) ( Applicable To CLIN Series 0x04 And 0x05 )	54
I.9 (U) FAR 52.217-9 Option To Extend The Term Of The Contract. (Mar 2000)		55
I.10 (U) FAR 52.227-1 Authorization And Consent. (Dec 2007) Alternative I (Apr 1984)		55
I.11 (U) FAR 52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement. (Dec 2007)		55
I.12 (U) FAR 52.232-11 Extras. (Apr 1984)		55
I.13 (U) FAR 52.243-1 Changes - Fixed-Price. (Aug 1987)		55
I.14 (U) FAR 52.243-7 Notification Of Changes. (Apr 1984)		55

Contract Page 20 of 63

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

HM0210-10-C-0002-P00020

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

(U) The scope of this FFP CLIN 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

CLIN Series 0x01

Baseline Quantity
(sqnmi/day)

Firm Fixed Price
(12 Months)

Option CLIN 0101 (Contract Year 2)

Sep thru Jan

[**Redacted**]

250,000,000.00

Mar thru Aug

[**Redacted**]

Option CLIN 0201 (Contract Year 3)

[**Redacted**]

250,000,000.00

Option CLIN 0301 (Contract Year 4)

[**Redacted**]

250,000,000.00

* See Special
Contract
Requirement
H.32

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

(U) Funds are not presently available for the full amount of Option CLINs 0101, 0201, 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) OPTION [**Redacted**]

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

B.14 (U) OPTION CLINs 0104, 0204, 0304, 0404, 0504, 0604, 0704, 0804, AND 0904: COMMERCIAL SATELLITE IMAGERY—VALUE-ADDED PRODUCTS AND SERVICES

(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 of [**Redacted**] per year for [**Redacted**], a ceiling value of [**Redacted**] per year for [**Redacted**], and ceiling values of [**Redacted**] per year for [**Redacted**]. The sum of all items ordered herein and invoiced for shall not exceed each Option CLINs’ ceiling value.

(U) Minimum Amount: $0.00 per Option CLIN

(U) Maximum Amount: [**Redacted**]

(U) Option CLIN 0104, 0204, 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

Contract Page 26 of 63

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

HM0210-10-C-0002-P00020

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

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 0101, 0201, 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**]

e.(U) If exercised, Option CLINs 0104, 0204, 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 0105, 0205, 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 0106, 0206, 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

Contract Page 47 of 63

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

HM0210-10-C-0002-P00020

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN

SEPARATED FROM ATTACHMENT 1

H.32 [**Redacted**]

[**Redacted**]

Contract Page 49a of 63

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WHEN SEPARATED FROM ATTACHMENT 1

HM0210-10-C-0002-P00020

UNCLASSIFIED//FOR OFFICIAL USE ONLY WHEN SEPARATED FROM

ATTACHMENT 1

(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) (CLASSIFIED)	February 14, 2012
2	DD Form 254, Contract Security Classification Specification, Revision 1	October 1, 2010
3	Government Furnished Property List (to be determined based on Offeror’s proposal)	July 6, 2010
4	Small Business Subcontracting Plan ( to be provided by Offeror )	July 6, 2010
5	List of Data Delivered with Government Purpose Rights ( to be provided by Offeror )	July 6, 2010
6	List of Data with Limited Rights ( to be provided by Offeror )	July 6, 2010
7	Nondisclosure Agreement

Contract Page 63 of 63

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WHEN SEPARATED FROM ATTACHMENT 1

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 March 31, 2012 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;

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

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

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

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

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

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):

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

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

Date: May 1, 2012

/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 March 31, 2012 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;

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):

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

Date: May 1, 2012

/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 March 31, 2012, 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/ J EFFREY R. T ARR

Jeffrey R. Tarr

President and Chief Executive Officer

May 1, 2012

A signed original of this certification has been provided to DigitalGlobe, Inc. and will be retained by DigitalGlobe, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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/ Y ANCEY L. S PRUILL

Yancey L. Spruill

Executive Vice President, Chief Financial Officer and Treasurer

May 1, 2012