DIGITALGLOBE, INC. (Form: 10-Q, Received: 07/28/2016 16:14:45)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 2016

☐ 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.)

1300 West 120 th Avenue

Westminster, Colorado

80234

(Address of principal executive office)

(Zip Code)

(303) 684-4000

(Registrant’s telephone number, including area code)

N/A

(Former address of principal executive office)

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 ☒ 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 ☒ 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:


Large accelerated filer ☒	Accelerated filer ☐

Non-accelerated filer ☐	Smaller reporting company ☐

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

As of July 20, 2016, there were 62,658,503 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

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DigitalGlobe, Inc.

INDEX


		Page
PART I.	Financial Information	3
Item 1:	Financial Statements	3
Unaudited Condensed Consolidated Statements of Operations		3
Unaudited Condensed Consolidated Balance Sheets		4
Unaudited Condensed Consolidated Statements of Cash Flows		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4:	Controls and Procedures	25
PART II.	Other Information	26
Item 1:	Legal Proceedings	26
Item 1A:	Risk Factors	26
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3:	Defaults Upon Senior Securities	26
Item 4:	Mine Safety Disclosures	26
Item 5:	Other Information	26
Item 6:	Exhibit Index	26

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENT S

DigitalGlobe, Inc.

Unaudited Condensed Consolidated Statements of Operation s


	For the three months ended				For the six months ended
	June 30,				June 30,
(in millions, except per share data)	2016		2015		2016		2015
Revenue	$	175.5	$	178.0	$	350.9	$	347.4
Costs and expenses:
Cost of revenue, excluding depreciation and amortization		35.8		37.2		68.0		76.5
Selling, general and administrative		45.1		52.9		93.8		109.9
Depreciation and amortization		66.9		68.7		137.9		136.0
Restructuring charges		1.6		0.4		4.5		2.6
Income from operations		26.1		18.8		46.7		22.4
Interest expense, net		(4.7)		(5.4)		(9.8)		(18.1)
Income before income taxes		21.4		13.4		36.9		4.3
Income tax expense		(7.9)		(5.4)		(13.9)		(1.2)
Equity in earnings from joint ventures, net of tax		(1.3)		—		(2.2)		—
Net income		12.2		8.0		20.8		3.1
Preferred stock dividends		(1.0)		(1.0)		(2.0)		(2.0)
Net income less preferred stock dividends		11.2		7.0		18.8		1.1
Income allocated to participating securities		(0.5)		(0.3)		(0.9)		—
Net income available to common stockholders	$	10.7	$	6.7	$	17.9	$	1.1

Earnings per share:
Basic earnings per share	$	0.17	$	0.09	$	0.28	$	0.02
Diluted earnings per share	$	0.17	$	0.09	$	0.28	$	0.02
Weighted average common shares outstanding:
Basic		62.9		72.1		63.9		72.3
Diluted		63.4		72.8		64.2		73.1

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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DigitalGlobe, Inc.

Unaudited Condensed Consolidated Balance Sheets


	June 30,		December 31,
(in millions, except par value)	2016		2015
ASSETS
Current Assets:
Cash and cash equivalents	$	100.5	$	126.1
Restricted cash		2.3		3.6
Accounts receivable, net of allowance for doubtful accounts of $2.1 and $2.8, respectively		99.3		90.8
Deferred contract costs		11.2		13.5
Prepaid and other current assets		15.1		17.4
Total current assets		228.4		251.4
Property and equipment, net of accumulated depreciation of $1,285.5 and $1,179.4, respectively		2,032.5		2,080.2
Goodwill		484.1		484.1
Intangible assets, net of accumulated amortization of $33.8 and $29.6, respectively		28.7		32.9
Long-term restricted cash		5.1		4.3
Long-term deferred contract costs		49.8		47.1
Other assets		21.1		13.2
Total assets	$	2,849.7	$	2,913.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	9.5	$	3.9
Current portion of long-term debt		5.5		5.5
Deferred revenue		85.9		80.3
Other accrued liabilities		59.1		64.4
Total current liabilities		160.0		154.1
Long-term debt, net of discount and debt issuance costs		1,104.4		1,104.4
Deferred revenue, non-current		251.0		284.0
Deferred income taxes, net, non-current		103.3		86.4
Other liabilities		36.0		36.2
Total liabilities	$	1,654.7	$	1,665.1
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS’ EQUITY
DigitalGlobe, Inc. stockholders’ equity:
Series A convertible preferred stock, $0.001 par value; 0.08 shares authorized; 0.08 shares issued and outstanding at June 30, 2016 and December 31, 2015		—		—
Common stock; $0.001 par value; 250.0 shares authorized; 76.9 shares issued and 62.7 shares outstanding at June 30, 2016 and 76.6 shares issued and 67.4 shares outstanding at December 31, 2015		0.2		0.2
Treasury stock, at cost; 14.2 shares at June 30, 2016 and 9.2 shares at December 31, 2015		(302.9)		(225.8)
Additional paid-in capital		1,506.0		1,502.8
Accumulated deficit		(8.3)		(29.1)
Total stockholders’ equity		1,195.0		1,248.1
Total liabilities and stockholders’ equity	$	2,849.7	$	2,913.2

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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DigitalGlobe, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows


	For the six months ended
	June 30,
(in millions)	2016		2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	20.8	$	3.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		137.9		136.0
Stock-based compensation expense, net of capitalized stock-based compensation expense		8.3		9.5
Amortization of aerial image library, deferred contract costs and lease incentive		8.4		8.8
Deferred income taxes		14.0		(1.0)
Excess tax benefit from share-based compensation		(0.1)		(1.3)
Amortization of debt issuance costs and accretion of debt discount, and other		6.0		3.3
Changes in working capital:
Accounts receivable, net		(8.5)		29.4
Deferred contract costs		(8.0)		(10.3)
Other current and non-current assets		(2.4)		5.2
Accounts payable		3.7		(0.9)
Accrued liabilities		(4.1)		10.3
Deferred revenue		(27.4)		(40.2)
Net cash flows provided by operating activities		148.6		151.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction in progress additions		(85.6)		(64.5)
Property and equipment additions		(0.2)		(1.9)
Decrease (increase) in restricted cash		0.5		(0.8)
Investment in joint venture		(7.5)		(5.0)
Net cash flows used in investing activities		(92.8)		(72.2)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt and capital lease obligations		(3.9)		(3.2)
Repurchase of common stock		(76.8)		(63.8)
Proceeds from exercise of stock options		1.2		5.2
Preferred stock dividend payment		(2.0)		(2.0)
Excess tax benefit from share-based compensation		0.1		1.3
Net cash flows used in financing activities		(81.4)		(62.5)
Net (decrease) increase in cash and cash equivalents		(25.6)		17.2
Cash and cash equivalents, beginning of period		126.1		117.8
Cash and cash equivalents, end of period	$	100.5	$	135.0

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, net of capitalized amounts of $21.8 million and $15.9 million, respectively		7.4		13.8
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Changes to non-cash property, equipment and construction in progress accruals, including interest		0.4		0.4
Non-cash preferred stock dividend accrual		(1.0)		(1.0)

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1. General Informatio n

DigitalGlobe, Inc., together with its consolidated subsidiaries (“DigitalGlobe,” “Company,” “we,” “us,” and “our”) is a leading global provider of high-resolution Earth-imagery products and services sourced from our own advanced satellite constellation and third party providers. Our imagery solutions support a wide variety of users in defense and intelligence, civil agencies, mapping and analysis, environmental monitoring, oil and gas exploration, infrastructure management, Internet portals, and navigation technology. Each day users depend on us to better understand our changing planet in order to save lives, resources and time.

Our principal customers include U.S. and foreign governments, location-based services (“LBS”) providers, and those in energy and other industry verticals. The imagery that forms the foundation of our products, services and analysis is collected daily from our constellation of high-resolution imaging satellites and maintained in our imagery archives (“ImageLibrary”).

NOTE 2. Summary of Significant Accounting Policies

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of DigitalGlobe, Inc. and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, all adjustments of a normal recurring nature that are necessary for a fair statement of the accompanying Unaudited Condensed Consolidated Financial Statements have been included. The results of operations for the six month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or for any future period.

These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2015 Condensed Consolidated Balance Sheet was derived from the Company’s annual audited financial statements, but does not include all disclosures required in the annual financial statements prepared in accordance with U.S. GAAP. Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the reporting date, and amounts of revenue and expenses during the periods presented. Due to the inherent uncertainties in making estimates, actual results could differ materially from those estimates and such differences may be material to the Unaudited Condensed Consolidated Financial Statements.

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Standard			Description and Impact on the Financial Statements
ASU 2015-17, Balance Sheet Classification of Deferred Taxes			This standard requires an entity to classify all deferred tax liabilities and assets as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. The standard is effective for fiscal years beginning after December 15, 2016 and interim periods therein. The Company early adopted this standard in the first quarter of 2016 on a retrospective basis. Adoption of this standard did not have a material effect on our consolidated financial statements. As a result of adoption, the Company has retrospectively adjusted the previously issued December 31, 2015 Consolidated Balance Sheet to facilitate comparison among periods by reclassifying current deferred tax assets as a direct deduction to non-current deferred tax liabilities, decreasing current deferred tax assets and non-current deferred tax liabilities by $11.9 million.
ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs			The standard requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability, consistent with the presentation for debt discounts. The Company early adopted the standard as of December 31, 2015 and applied the guidance retrospectively. T he Company has presented debt issuance costs of $22.7 million as a direct deduction from the associated liability for the period ended December 31, 2015.

Standards Not Yet Adopted



Standard		Description
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)		The standard will replace nearly all existing revenue recognition guidance under U.S. GAAP and requires revenue to be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies will need to use more judgment and make more estimates than under existing guidance. This may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. In August 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-14, to defer the effective date of the standard by one year. The new guidance will be effective for the Company beginning on January 1, 2018, with early adoption permitted as of the original effective date of January 1, 2017. Subsequently, the FASB issued ASUs in 2016 containing implementation guidance related to ASU 2014-09: ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) clarifies the principal versus agent considerations; ASU 2016-10, Identifying Performance Obligations and Licensing clarifies the identification of performance obligations and accounting for the license of intellectual property; and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients contains practical expedients related to contract modifications and addresses certain implementation issues. The Company is planning to adopt ASU 2014-09 and the related ASUs on January 1, 2018. The Company continues to evaluate the impact of these ASUs on our consolidated financial statements and related disclosures, as well as which transition method to apply.
ASU 2016-02, Leases (ASC Topic 842)		The standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The new guidance also requires additional disclosure regarding leasing arrangements. This standard requires the use of a modified retrospective transition method and is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures.
ASU 2016-09, Improvements to Employee Share-Based Payment Accounting		This standard requires all income tax effects of share-based awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee's shares for tax withholding purposes without triggering liability accounting, and to make a policy election to account for forfeitures as they occur. The standard is effective for the Company beginning on January 1, 2017. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-09 will have on our consolidated financial statements and related disclosures.

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 3. Property and Equipment

Property and equipment consisted of the following:


	Depreciable Life
(in millions)	(in years)			June 30, 2016		December 31, 2015
Satellites	9	–	13	$	1,797.7	$	1,797.7
Construction in progress		–			866.6		815.3
Computer equipment and software	3	–	12		476.6		470.5
Machinery and equipment, including ground terminals		5			105.3		110.6
Furniture, fixtures and other	3	–	7		65.2		58.9
Land and buildings		34			6.6		6.6
Total property and equipment					3,318.0		3,259.6
Accumulated depreciation					(1,285.5)		(1,179.4)
Property and equipment, net				$	2,032.5	$	2,080.2

Depreciation expense for property and equipment, inclusive of losses on disposals of assets, was $65.0 million and $66.2 million for the three months ended June 30, 2016 and 2015, respectively, and $133.7 million and $130.9 million for the six months ended June 30, 2016 and 2015, respectively.

Satellite Constellation

As of June 30, 2016, the Company operates a constellation of four in-orbit and fully commissioned satellites: GeoEye-1, WorldView-1, WorldView-2 and WorldView-3. Our WorldView-4 satellite is classified as construction in progress. The net book value of each in-orbit satellite is as follows:


		June 30, 2016						December 31, 2015
	Depreciable	Gross				Net		Gross				Net
	Life	Carrying		Accumulated		Book		Carrying		Accumulated		Book
(in millions)	(in years)	Amount		Depreciation		Value		Amount		Depreciation		Value
GeoEye-1	9.0	$	211.8	$	(144.7)	$	67.1	$	211.8	$	(123.6)	$	88.2
WorldView-1	13.0		473.2		(356.7)		116.5		473.2		(343.4)		129.8
WorldView-2	13.0		463.2		(255.8)		207.4		463.2		(239.8)		223.4
WorldView-3	11.5		649.5		(98.8)		550.7		649.5		(70.6)		578.9
Satellites, net		$	1,797.7	$	(856.0)	$	941.7	$	1,797.7	$	(777.4)	$	1,020.3

NOTE 4. Goodwill and Intangible Assets

There have been no changes in goodwill from December 31, 2015 to June 30, 2016.

Intangible assets consisted of the following:


				June 30, 2016						December 31, 2015
				Gross				Net		Gross				Net
	Useful Life			Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
(in millions)	(in years)			Amount		Amortization		Amount		Amount		Amortization		Amount
Technology	3	–	5	$	27.2	$	(18.9)	$	8.3	$	27.2	$	(16.2)	$	11.0
Customer relationships	10	–	12		27.0		(7.0)		20.0		27.0		(5.8)		21.2
Trademarks		3			5.6		(5.5)		0.1		5.6		(5.2)		0.4
FCC licenses and other	2	–	20		2.7		(2.4)		0.3		2.7		(2.4)		0.3
Total				$	62.5	$	(33.8)	$	28.7	$	62.5	$	(29.6)	$	32.9

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Intangible amortization expense was $1.9 million and $2.5 million for the three months ended June 30, 2016 and 2015, respectively, and $4.2 million and $5.1 million for the six months ended June 30, 2016 and 2015, respectively.

The estimated annual amortization expense for acquired intangible assets for each of the next five years and thereafter is as follows:


(in millions)	Amount
Remainder of 2016	$	4.0
2017		7.7
2018		2.9
2019		2.5
2020		2.5
Thereafter		9.1
Total	$	28.7

NOTE 5. Debt

The Company’s debt obligations consist of a $550.0 million Senior Secured Term Loan due February 1, 2020 (“Term Loan”) and a $150.0 million Senior Secured Revolving Credit Facility due February 1, 2018 (“Revolving Credit Facility” and, together with the Term Loan, the “2013 Credit Facility” ), in addition to $600.0 million in 5.25% senior notes due February 1, 2021 (“Senior Notes”). As of June 30, 2016, the Company had not drawn any amounts under the Revolving Credit Facility. The 2013 Credit Facility requires that the Company comply with a maximum leverage ratio and a minimum interest coverage ratio. As of June 30, 2016, we were in compliance with our debt covenants.

The following table provides a summary of the Company’s long-term debt:


(in millions)	June 30, 2016		December 31, 2015
Term Loan due February 1, 2020	$	532.1	$	534.9
Senior Notes due February 1, 2021		600.0		600.0
Total borrowings		1,132.1		1,134.9
Less: unamortized discounts and issuance costs		(22.2)		(25.0)
Total borrowings, net		1,109.9		1,109.9
Less: current maturities of long-term debt		(5.5)		(5.5)
Total long-term debt, net	$	1,104.4	$	1,104.4

The Company’s future debt payments, excluding interest payments, consisted of the following as of June 30, 2016:


(in millions)	Amount
Remainder of 2016	$	2.7
2017		5.5
2018		5.5
2019		5.5
2020		512.9
Thereafter		600.0
Total	$	1,132.1

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Interest expense, net consisted of the following:


	For the three months ended				For the six months ended
	June 30,				June 30,
(in millions)	2016		2015		2016		2015
Interest	$	14.5	$	13.1	$	28.9	$	26.1
Accretion of debt discount, debt issuance cost amortization and line of credit fees		2.0		1.8		4.0		3.6
Capitalized interest		(11.7)		(9.4)		(22.9)		(11.5)
Interest expense	$	4.8	$	5.5	$	10.0	$	18.2
Interest income		(0.1)		(0.1)		(0.2)		(0.1)
Interest expense, net	$	4.7	$	5.4	$	9.8	$	18.1

NOTE 6. Fair Values of Financial Instruments

The fair value of our long-term debt, estimated using inputs that incorporate certain active market quotations based upon trading activity among lenders as well as other indirect inputs, was $1,084.1 million and $1,028.2 million at June 30, 2016 and December 31, 2015, respectively, and is classified within Level 2 of the valuation hierarchy. Our cash equivalents primarily consist of U.S. Treasury and demand deposit money market accounts. The carrying values of our cash and cash equivalents, receivables, other current assets, accounts payable, and accrued liabilities approximate fair value.

NOTE 7. Deferred Revenue

A rollforward of deferred revenue from December 31, 2015 to June 30, 2016 is as follows:


	U.S. Government						Diversified Commercial
					Pre-FOC
			Value		Payments
	Enhanced		Added		Related To
(in millions)	View SLA		Services		NextView		DAP		Other		Total
December 31, 2015	$	172.9	$	68.9	$	73.7	$	41.5	$	7.3	$	364.3
Deferred revenue on cash collections		150.0		29.5		—		40.4		36.3		256.2
Deferred revenue recognized		(168.6)		(29.5)		(7.6)		(45.0)		(32.9)		(283.6)
June 30, 2016	$	154.3	$	68.9	$	66.1	$	36.9	$	10.7	$	336.9

NOTE 8. Restructuring Charges

In February 2015, the Company initiated a restructuring plan intended to improve our operational efficiency. Under the restructuring plan, the Company reduced global headcount and rationalized its real estate footprint. The Company incurred $7.0 million in restructuring charges as a result of these efforts, which were completed in the first quarter of 2016. The components of the restructuring liability were as follows:


(in millions)	Severance		Facilities		Other costs		Total
December 31, 2015	$	—	$	—	$	—	$	—
Provision for restructuring charges		—		0.2		—		0.2
Cash payments		—		(0.2)		—		(0.2)
June 30, 2016	$	—	$	—	$	—	$	—

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

In October 2015, the Company initiated a separate restructuring plan, in which the Company expects to incur up to $8.5 million of the originally anticipated $10.0 million in an effort to further reduce global headcount and rationalize its real estate footprint. We expect to complete this plan and realize the benefits resulting from our efforts by the end of the fourth quarter of 2016. The components of the restructuring liability, which are included in other accrued liabilities in the Unaudited Condensed Consolidated Balance Sheet, were as follows:


(in millions)	Severance		Facilities		Other costs		Total
December 31, 2015	$	0.4	$	—	$	—	$	0.4
Provision for restructuring charges		2.1		2.2		—		4.3
Cash payments		(2.4)		(2.2)		—		(4.6)
June 30, 2016	$	0.1	$	—	$	—	$	0.1

NOTE 9. Other Accrued Liabilities

Other accrued liabilities consisted of the following:


	June 30,		December 31,
(in millions)	2016		2015
Compensation and other employee benefits	$	19.7	$	13.9
Construction in progress accruals		6.8		8.3
Accrued interest		13.2		13.4
Other accrued expense		19.4		28.8
Total	$	59.1	$	64.4

NOTE 10. Income Taxes

The Company’s effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year. The effective tax rates for the three and six months ended June 30, 2016 were 36.9% and 37.7%, respectively, differing from the statutory federal rate of 35.0% primarily as a result of the impact of certain discrete items.

NOTE 11. Stock-Based Compensation

During the six months ended June 30, 2016, the Company awarded 1.4 million unvested restricted stock units at an average grant date fair value of $1 5.58 per share. Of this amount, 0.4 million stock units represent performance shares that are subject to service, performance and market vesting conditions with an average grant date fair value of $16.90 per share. We did not grant any stock options during the six months ended June 30, 2016.

Stock-based compensation expense, net of amounts capitalized to assets under construction, was $4.3 million and $4.9 million during the three months ended June 30, 2016 and 2015, respectively, and $8.3 million and $9.5 million during the six months ended June 30, 2016 and 2015, respectively.

As of June 30, 2016, unrecognized compensation expense related to unvested restricted stock awards and units, including those subject to service, performance and market vesting conditions, was $34.2 million, net of estimated forfeitures, to be recognized over a weighted-average remaining vesting period of 2.8 years.

As of June 30, 2016, the number of options outstanding and exercisable were 1.5 million at a weighted-average exercise price of $20.82 per share.

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 12. Stockholders’ Equity

Share Repurchase Program

The Company’s Board of Directors has authorized a program to repurchase up to $335.0 million of the Company’s outstanding common stock through December 31, 2016. During the three months ended June 30, 2016, the Company repurchased 882,808 shares at an average purchase price of $18.00 per share, for a total of $15.9 million. For the six months ended June 30, 2016, the Company repurchased 4,999,079 shares at an average purchase price of $15.37 per share, for a total of $76.8 million. As of June 30, 2016, we have repurchased a total of 13,961,865 shares at an average purchase price of $21.23, for a total of $296.4 million under the program. The average purchase price and total dollar value purchased include broker transaction fees and commissions.

Series A Convertible Preferred Stock

The Company declared dividends on the outstanding shares of Series A Convertible Preferred Stock of $1.0 million during each of the three months ended June 30, 2016 and 2015, and $2.0 million during each of the six months ended June 30, 2016 and 2015.

Comprehensive Income

For the three and six months ended June 30, 2016 and 2015, there were no material differences between net income and comprehensive income.

NOTE 13. Earnings Per Share

The following table sets forth the computations of basic and diluted earnings per share :


	Three months ended				Six months ended
	June 30,				June 30,
(in millions, except per share data)	2016		2015		2016		2015
Net income	$	12.2	$	8.0	$	20.8	$	3.1
Preferred stock dividends		(1.0)		(1.0)		(2.0)		(2.0)
Net income less preferred stock dividends		11.2		7.0		18.8		1.1
Income allocated to participating securities		(0.5)		(0.3)		(0.9)		—
Net income available to common stockholders	$	10.7	$	6.7	$	17.9	$	1.1
Basic weighted average number of common shares outstanding		62.9		72.1		63.9		72.3
Assuming exercise of stock options and restricted shares		0.5		0.7		0.3		0.8
Diluted weighted average number of common shares outstanding		63.4		72.8		64.2		73.1
Earnings per share:
Basic	$	0.17	$	0.09	$	0.28	$	0.02
Diluted	$	0.17	$	0.09	$	0.28	$	0.02

The potential common shares from the conversion of shares of Series A Convertible Preferred Stock that were excluded from the computation of diluted earnings per share, due to their anti-dilutive impact on weighted common share equivalents, were 3.1 million for each of the three month and six month periods ended June 30, 2016 and 2015.

The number of stock options and non-vested restricted stock awards and units that were excluded from the computation of diluted earnings per share because they were assumed to be repurchased under the treasury stock method were 2.0 million and 2.7 million for the three month periods ended June 30, 2016 and 2015, respectively, and 2.3 million and 2.8 million for the six month periods ended June 30, 2016 and 2015, respectively.

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 14. Related Party Transactions

In the ordinary course of business, the Company is involved in related party transactions with its equity method investees.

In June 2012, the Company made an investment in a joint venture in China. The Company sold $4.1 million for each of the six months ended June 30, 2016 and 2015 in products and services to the joint venture. Amounts owed to the Company by the joint venture at June 30, 2016 and December 31, 2015 were $2.0 million and $3.0 million, respectively.

In May 2015, in exchange for a 50% equity interest in a joint venture, Vricon, Inc., we committed to provide imagery to the joint venture from our ImageLibrary on an ongoing basis for the purpose of producing photo-realistic three- dimensional products and digital elevation models. Upon formation, we contributed $5.0 million in the form of a note receivable to the joint venture, which is due May 2018. During the first quarter of 2016, the Company provided $7.5 million in equity financing to the joint venture, and will provide an additional $2.5 million during the third quarter of 2016.

NOTE 15. Commitments and Contingencies

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

In addition, the Company has made guarantees regarding the performance of its systems to its customers. The majority of these agreements do not limit the maximum potential future payments the Company could be obligated to make. The Company evaluates and estimates potential losses from such indemnification based on the likelihood that the future event will occur. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such indemnification and guarantees in the Company’s financial statements.

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

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DigitalGlobe, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 16. Significant Customers and Geographic Information

The Company operates in a single segment, in which it provides imagery products and services to customers around the world. The Company uses common infrastructure and technology to collect, process and distribute its imagery products and services to all customers, and measures performance based on consolidated operating results and achievement of individual performance goals.

The Company has two primary customer groups: U.S. Government and Diversified Commercial. U.S. Government revenue consists primarily of the EnhancedView Service Level Agreement (“EnhancedView SLA”) with the United States National Geospatial-Intelligence Agency (“NGA”), other revenue and value-added services, and amortization of pre-full operational capability (“FOC”) payments related to the NextView agreement with the NGA. Diversified Commercial consists of the following types of customers: Direct Access Program (“DAP”), international civil government, LBS, energy, other international defense and intelligence, and other industry verticals .

The following table summarizes revenue for each customer group:


	For the three months ended				For the six months ended
	June 30,				June 30,
(in millions)	2016		2015		2016		2015
U.S. Government	$	111.9	$	113.1	$	222.2	$	227.9
Diversified Commercial		63.6		64.9		128.7		119.5
Total	$	175.5	$	178.0	$	350.9	$	347.4

We classify revenue geographically according to the ship to address. U.S. and international sales were as follows :


	For the three months ended				For the six months ended
	June 30,				June 30,
(in millions)	2016		2015		2016		2015
U.S.	$	126.5	$	125.8	$	248.1	$	253.7
International		49.0		52.2		102.8		93.7
Total	$	175.5	$	178.0	$	350.9	$	347.4

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements are based upon our current expectations and assumptions of future events and are subject to risks and uncertainties that could cause our actual results or performance to differ materially from those indicated by such forward looking statements. Some of the risks or uncertainties that could cause actual results to differ include, but are not limited to: the loss or reduction in scope of any of our primary contracts, or decisions by customers not to exercise renewal options; the availability of government funding for our products and services both domestically and internationally; our ability to meet our obligations under the EnhancedView contract; our reliance on a limited number of vendors to provide certain key products or services to us; breach of our system security measures or loss of our secure facility clearance and accreditation; the loss or damage to any of our satellites; delays in the construction and launch of any of our satellites or our ability to achieve and maintain full operational capacity of all our satellites; loss or damage to the content contained in our ImageLibrary; interruption or failure of our ground systems 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; changes in political or economic conditions, including fluctuations in the value of foreign currencies, interest rates, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions; our ability to recruit, hire or retain key employees or a highly skilled and diverse workforce; failure to obtain or maintain required regulatory approvals and licenses; and, changes in U.S. or foreign law or regulation that may limit our ability to distribute our imagery products and services. Additional information concerning these and other risk factors can be found in our filings with the U.S. Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015. We undertake no obligation to revise or update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

References in this filing to “DigitalGlobe,” “Company,” “we,” “us,” and “our” refer to DigitalGlobe, Inc. and its consolidated subsidiaries.

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Overview

DigitalGlobe is a leading global provider of high-resolution Earth-imagery products and services sourced from our own advanced satellite constellation and third-party providers. Our imagery solutions support a wide variety of users in defense and intelligence, civil agencies, mapping and analysis, environmental monitoring, oil and gas exploration, infrastructure management, Internet portals, and navigation technology. Each day users depend on us to better understand our changing planet in order to save lives, resources and time.

Our principal customers include U.S. and foreign governments, LBS providers, and those in energy and other industry verticals. The imagery that forms the foundation of our products, services and analysis is collected daily from our constellation of high-resolution imaging satellites and maintained in our ImageLibrary. We believe that our ImageLibrary is the largest, most up-to-date and comprehensive archive of high-resolution earth imagery commercially available, containing more than 7.0 billion square kilometers of imagery, an area the equivalent of 47 times the landmass of the earth, accumulated since 1999. As of June 30, 2016, our collection capacity capability was approximately 1.37 billion square kilometers of imagery per year, or the equivalent of roughly 9 times the Earth’s land surface area, and offers intraday revisit around the globe.

2016 Highlights

Share Repurchase Program

In October 2015, the Company’s Board of Directors increased authorized share repurchases of the Company’s outstanding common stock to $335.0 million through December 31, 2016. As of June 30, 2016, we have repurchased a total of 13,961,865 shares at an average purchase price of $21.23, for a total of $296.4 million under the program, including broker transaction fees and commissions.

Re-engineering and Restructuring Plans

In February 2015, the Company initiated a re-engineering and restructuring plan intended to improve our operational efficiency. We completed this plan and realized the benefits resulting from our efforts in the first quarter of 2016. The Company incurred approximately $10.8 million of the originally anticipated $15.0 million as a result of these efforts, which included restructuring charges to reduce global headcount and rationalize our real estate footprint, and other re-engineering charges to realize efficiencies from reducing headcount, such as re-engineering processes and enhancing system workflows, as well as costs related to the decision to proactively decommission IKONOS. The decrease in spend resulted primarily from lower than anticipated lease termination fees associated with the consolidation of our real estate footprint.

In October 2015, the Company initiated a separate re-engineering and restructuring plan, in which the Company expects to incur up to $15.0 million of the originally anticipated $18.0 million in an effort to further reduce global headcount, rationalize its real estate footprint, realize efficiencies from re-engineering processes and enhancing system workflows, and undertake other efficiency initiatives. We expect to complete this plan and realize the benefits resulting from our efforts by the end of the fourth quarter of 2016. Refer to Note 8 “Restructuring Charges” to the Unaudited Condensed Consolidated Financial Statements for further detail on the restructuring components of the plans.


	October 2015 Plan
			Expected
(in millions)	Incurred		Remaining		Total
Restructuring charges	$	6.5	$	2.0	$	8.5
Other re-engineering charges		3.0		3.5		6.5
Total	$	9.5	$	5.5	$	15.0

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Recent Satellite Developments

The Company has one satellite under construction, WorldView-4, which it intends to launch in September 2016. The Company has received early contractual agreements and letters of intent for direct access capacity from international defense and intelligence customers. We anticipate that these pre-launch commitments will begin generating incremental revenue in 2017, when the satellite is expected to begin commercial operations.

In February 2016, the Company signed an agreement with two Saudi Arabian entities to form a joint venture to develop a constellation of six or more sub-meter resolution satellites. The Saudi Arabian entities will be responsible for the construction, integration and launch of the satellites. The constellation will leverage the Company's ground infrastructure and global distribution capabilities. The satellites are expected to launch in late 2018 or early 2019.

Results of Operations

We operate in a single segment in which we use common infrastructure and technology to collect, process and distribute imagery products and services to customers around the world. The following table summarizes our results of operations:


	For the three months ended							For the six months ended
	June 30,							June 30,
(in millions)	2016		2015		% Change			2016		2015		% Change
U.S. Government revenue	$	111.9	$	113.1		(1.1)	%	$	222.2	$	227.9		(2.5)	%
Diversified Commercial revenue		63.6		64.9		(2.0)			128.7		119.5		7.7
Total revenue		175.5		178.0		(1.4)			350.9		347.4		1.0
Cost of revenue, excluding depreciation and amortization		35.8		37.2		(3.8)			68.0		76.5		(11.1)
Selling, general and administrative		45.1		52.9		(14.7)			93.8		109.9		(14.6)
Depreciation and amortization		66.9		68.7		(2.6)			137.9		136.0		1.4
Restructuring charges		1.6		0.4		*			4.5		2.6		73.1
Income from operations		26.1		18.8		38.8			46.7		22.4		*
Interest expense, net		(4.7)		(5.4)		(13.0)			(9.8)		(18.1)		(45.9)
Income before income taxes		21.4		13.4		59.7			36.9		4.3		*
Income tax expense		(7.9)		(5.4)		46.3			(13.9)		(1.2)		*
Equity in earnings from joint ventures, net of tax		(1.3)		—		*			(2.2)		—		*
Net income	$	12.2	$	8.0		52.5	%	$	20.8	$	3.1		*	%

* Not meaningful

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The following table summarizes our results of operations as a percentage of total revenue:


	For the three months ended				For the six months ended
	June 30,				June 30,
	2016		2015		2016		2015
U.S. Government revenue	63.8	%	63.5	%	63.3	%	65.6	%
Diversified Commercial revenue	36.2		36.5		36.7		34.4
Total revenue	100.0		100.0		100.0		100.0
Cost of revenue, excluding depreciation and amortization	20.4		20.9		19.4		22.0
Selling, general and administrative	25.7		29.7		26.7		31.6
Depreciation and amortization	38.1		38.6		39.3		39.2
Restructuring charges	0.9		0.2		1.3		0.8
Income from operations	14.9		10.6		13.3		6.4
Interest expense, net	(2.7)		(3.1)		(2.8)		(5.2)
Income before income taxes	12.2		7.5		10.5		1.2
Income tax expense	(4.5)		(3.0)		(4.0)		(0.3)
Equity in earnings from joint ventures, net of tax	(0.7)		—		(0.6)		—
Net income	7.0	%	4.5	%	5.9	%	0.9	%

Revenue

Our principal source of revenue is the licensing of Earth-imagery products and the provision of other services to end users, resellers and partners. The Company has two primary customer groups: U.S. Government and Diversified Commercial.

U.S. Government


	For the three months ended							For the six months ended
	June 30,							June 30,
(in millions)	2016		2015		% Change			2016		2015		% Change
U.S. Government Revenue:
EnhancedView SLA	$	84.3	$	84.3		—	%	$	168.6	$	168.6		—	%
Other revenue and value-added services		23.8		25.0		(4.8)			46.0		51.7		(11.0)
Amortization of pre-FOC payments related to NextView		3.8		3.8		—			7.6		7.6		—
Total	$	111.9	$	113.1		(1.1)	%	$	222.2	$	227.9		(2.5)	%

U.S. Government revenue consists primarily of the EnhancedView SLA, other revenue and value-added services, and amortization of pre-FOC payments related to the NextView agreement with the NGA. The NGA purchases our imagery products and services on behalf of various U.S. Government entities, including the military and other agencies. Other U.S. defense and intelligence customers, including contractors, purchase value-added services with our imagery.

Our U.S. Government customers focus on image quality, including resolution, accuracy, spectral diversity, frequency of area revisit, coverage, and availability of certain amounts of our capacity, as they integrate our products and services into their operational planning. Revenue is generated largely from service level agreements, tasking orders and sales of imagery from our ImageLibrary, in addition to sales of geospatial analytic products and expert services that obtain insight from our imagery. We sell to the U.S. Government primarily through direct sales.

U.S. Government revenue decreased $1.2 million, or 1.1%, and $5.7 million, or 2.5%, for the three and six months ended June 30, 2016, respectively, compared to the three and six months ended June 30, 2015, respectively, due to a decline in other revenue and value-added services driven by a decrease in non-cash amortization of Global EGD deferred revenue.

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Diversified Commercial


	For the three months ended									For the six months ended
	June 30,									June 30,
(in millions)	2016			2015			% Change			2016			2015			% Change
Diversified Commercial Revenue:
DAP	$	28.5		$	31.6			(9.8)	%	$	61.7		$	56.2			9.8	%
Other diversified commercial		35.1			33.3			5.4			67.0			63.3			5.8
Total	$	63.6		$	64.9			(2.0)	%	$	128.7		$	119.5			7.7	%

U.S. and International Sales:
U.S.	$	14.6		$	12.7			15.0	%	$	25.9		$	25.8			0.4	%
International		49.0			52.2			(6.1)			102.8			93.7			9.7
Total	$	63.6		$	64.9			(2.0)	%	$	128.7		$	119.5			7.7	%

Reseller and Direct Sales:
Direct		74.4	%		73.0	%		1.9	%		74.9	%		74.3	%		0.8	%
Resellers		25.6			27.0			(5.2)			25.1			25.7			(2.3)
Total		100.0	%		100.0	%		—	%		100.0	%		100.0	%		—	%

Diversified Commercial consists of the following types of customers: DAP, international civil government, LBS, energy, other international defense and intelligence, and other industry verticals. We sell products and services to these customers throughout the world both directly and through resellers. We have DAP agreements in 10 countries, earning revenue from sales of DAP facilities and from service fees to access our satellite constellation. Other diversified commercial customers use our content for mapping, monitoring, analysis and planning activities.

Diversified Commercial revenue decreased $1.3 million, or 2.0%, for the three months ended June 30, 2016 compared to the three months ended June 30, 2015. DAP revenue decreased due to significant customer demand for additional imagery deliveries and access minutes during the prior year quarter, primarily driven by events in the Middle East. Other diversified commercial revenue increased primarily due to the timing of imagery deliveries and strength in our other defense and intelligence vertical, partially offset by a decrease in our energy vertical driven by weakness in commodity prices.

Diversified Commercial revenue increased $9.2 million, or 7.7%, for the six months ended June 30, 2016 compared to the six months ended June 30, 2015. DAP revenue increased due to the timing of access minute consumption and contract renewals. Other diversified commercial revenue increased primarily due to the timing of imagery deliveries and strength in our other defense and intelligence vertical, partially offset by a decrease in our energy vertical driven by weakness in commodity prices.

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Expenses

Cost of Revenue

The following table summarizes our cost of revenue, excluding depreciation and amortization:


	For the three months ended							For the six months ended
	June 30,							June 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Labor and labor-related costs	$	19.3	$	16.9	14.2	%	$	35.6	$	33.3	6.9	%
Facilities, subcontracting and equipment costs		13.8		16.3	(15.3)			27.0		35.7	(24.4)
Consulting and professional fees		0.6		1.3	(53.8)			1.0		2.4	(58.3)
Other direct costs		2.1		2.7	(22.2)			4.4		5.1	(13.7)
Total	$	35.8	$	37.2	(3.8)	%	$	68.0	$	76.5	(11.1)	%

There is not a 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 costs of operating our satellites, retrieving information from the satellites and processing the data retrieved.

Cost of revenue decreased $1.4 million, or 3.8%, and $8.5 million, or 11.1%, for the three and six months ended June 30, 2016, respectively, compared to the three and six months ended June 30, 2015, respectively. Facilities, subcontracting, and equipment costs decreased primarily as a result of procurement savings on various operating expenses and our re-engineering and restructuring efforts. Labor and labor-related costs increased primarily as a result of an increase in non-capital employee headcount in anticipation of the launch and operation of WorldView-4.

Selling, General and Administrative

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


	For the three months ended						For the six months ended
	June 30,						June 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Labor and labor-related costs	$	27.5	$	31.7	(13.2)	%	$	55.6	$	64.8	(14.2)	%
Consulting and professional fees		6.3		7.8	(19.2)			12.4		17.2	(27.9)
Rent and facilities		3.0		4.0	(25.0)			7.4		8.0	(7.5)
Computer hardware and software		3.1		3.7	(16.2)			6.6		7.4	(10.8)
Satellite insurance		2.3		2.9	(20.7)			4.6		6.0	(23.3)
Other		2.9		2.8	3.6			7.2		6.5	10.8
Total	$	45.1	$	52.9	(14.7)	%	$	93.8	$	109.9	(14.6)	%

Selling, general, and administrative expenses decreased $7.8 million, or 14.7%, and $16.1 million, or 14.6%, for the three and six months ended June 30, 2016, respectively, compared to the three and six months ended June 30, 2015, respectively. Labor and labor-related costs decreased primarily from lower headcount in connection with our restructuring efforts. Consulting and professional fees decreased primarily from our re-engineering efforts.

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Restructuring Charges


	For the three months ended					For the six months ended
	June 30,					June 30,
(in millions)	2016		2015		% Change	2016		2015		% Change
Restructuring charges	$	1.6	$	0.4	*	$	4.5	$	2.6	73.1	%

In 2015, the Company initiated two restructuring plans intended to improve our operational efficiency. Under the restructuring plans, the Company has and expects to continue to reduce global headcount and rationalize its real estate footprint. Restructuring charges incurred during the three and six month periods ended June 30, 2015 and 2016 relate to these plans. Refer to Note 8 “Restructuring Charges” to the Unaudited Condensed Consolidated Financial Statements for further detail on the restructuring components of the plans.

Interest Expense, net


	For the three months ended						For the six months ended
	June 30,						June 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Interest expense, net	$	(4.7)	$	(5.4)	(13.0)	%	$	(9.8)	$	(18.1)	(45.9)	%

Our interest charges consist primarily of expense on borrowings used to finance satellite construction, which is capitalized as a cost of our satellite construction.

Interest expense, net of capitalized interest of $11.7 million, decreased $0.7 million for the three months ended June 30, 2016. Interest expense, net of capitalized interest of $22.9 million, decreased $8.3 million for the six months ended June 30, 2016 primarily as a result of 69.6% of our interest being capitalized to capital projects during the six months ended June 30, 2016 compared to 38.7% during the six months ended June 30, 2015. We did not capitalize interest on the cost basis of WorldView-4 while the satellite was in storage from December 2014 until mid-March 2015.

Income Tax Expense


	For the three months ended						For the six months ended
	June 30,						June 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Income tax expense	$	(7.9)	$	(5.4)	46.3	%	$	(13.9)	$	(1.2)	*

Income tax expense increased $2.5 million and $12.7 million for the three and six months ended June 30, 2016 compared to the three and six months ended June 30, 2015, primarily due to higher current year pre-tax income.

Backlog

The following table represents our backlog as of June 30, 2016:


	Backlog
(in millions)	Next 12 Months		Life of Contracts
Total Backlog	$	538.2	$	2,027.2

We define backlog as our estimate of future revenue from all contractual commitments, including those under the anticipated ten-year term of the EnhancedView SLA we entered into with the NGA in August 2010, amounts committed under DAP agreements, firm orders, minimum commitments under signed customer contracts, remaining subscriptions, firm fixed price reimbursement, and funded and unfunded task orders from our customers. Our backlog also includes amounts of obligated funding on indefinite delivery/indefinite quantity (“IDIQ”) contracts for products and services that we believe we are qualified to provide. The EnhancedView SLA is structured as a ten-year term, inclusive of nine annual renewal options that may be exercised by the NGA. Although the NGA may terminate the contract at any time and is not obligated to exercise any of the remaining four renewal options, we include the full remaining term in backlog. While such funding contains an inherent level of uncertainty, we believe it is the NGA’s intention to exercise the remaining options, subject only to annual Congressional appropriation of funding and the federal budget process.

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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.

Balance Sheet Measures

Total assets decreased $63.5 million, or 2.2%, from December 31, 2015 to June 30, 2016 primarily driven by a $47.7 million decrease in property, plant and equipment, net, as a result of current year depreciation expense, partially offset by costs incurred related to the construction of WorldView-4. Cash and cash equivalents decreased $25.6 million primarily as a result of our share repurchase program and capital expenditures related to WorldView-4. These decreases were partially offset by a $8.5 million increase in accounts receivable due to the timing of customer payment receipts and a $7.9 million increase in other assets primarily due to equity financing provided to Vricon, Inc.

Total liabilities decreased $10.4 million, or 0.6%, from December 31, 2015 to June 30, 2016 primarily due to a $27.4 million decrease in deferred revenue resulting from current year recognition of U.S. government revenue, partially offset by an increase in deferred income taxes, net of $16.9 million due to income tax expense recognized in the current year.

Liquidity and Capital Resources

As of June 30, 2016, we had $100.5 million in cash and cash equivalents and $150.0 million available for borrowing under our Revolving Credit Facility. At June 30, 2016, we were in compliance with our debt covenants. 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 at least the next twelve months. If the U.S. Government, our largest customer, were not to renew or extend the EnhancedView SLA 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 and borrowing capacity for at least the next twelve months. Furthermore, we believe we are adequately reserved for receivables denominated in U.S. dollars from foreign customers experiencing fluctuations in the value of foreign currencies.

In summary, our cash flows were:


	Six months ended June 30,
(in millions)	2016		2015
Net income	$	20.8	$	3.1
Non-cash items		174.5		155.3
Changes in working capital		(46.7)		(6.5)
Net cash provided by operating activities		148.6		151.9
Net cash used in investing activities		(92.8)		(72.2)
Net cash used in financing activities	$	(81.4)	$	(62.5)

Operating Activities

Our largest source of cash provided by operations is revenue generated by sales of satellite imagery products and services. We also generate cash through sales of geospatial analytic products and expert services to obtain insight from our imagery. The primary uses of cash from our operating activities include payments for labor and labor-related costs, costs associated with operating our ground terminals, construction of DAP facilities, interest on our long-term debt, and other general corporate expenditures.

Cash provided by operating activities decreased $3.3 million, or 2.2%, from the six months ended June 30, 2015 to the six months ended June 30, 2016 primarily due to a net decrease in cash from changes in working capital, which was driven by accounts receivable, accrued liabilities, and deferred revenue, partially offset by increased net income adjusted for non-cash items, including depreciation and amortization.

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Investing Activities

Cash used in investing activities primarily consists of purchases of property and equipment, including assets under construction, as well as investments in other businesses.

During the six months ended June 30, 2016, we incurred $85.8 million in capital expenditures, which includes capitalized interest of $21.8 million. Cash used in investing activities increased $20.6 million, or 28.5%, from the six months ended June 30, 2015 to the six months ended June 30, 2016, primarily due to capital expenditures related to WorldView-4.

Financing Activities

Cash used in financing activities consists primarily of stock buybacks as part of our share repurchase program, principal payments made on our long-term debt, preferred stock dividend payments, and proceeds from stock option exercises.

Cash used in financing activities increased $18.9 million, or 30.2% from the six months ended June 30, 2015 to the six months ended June 30, 2016 primarily as a result of activity in our share repurchase program.

Non-U.S. GAAP Financial Measures

Reconciliation of Net Income to EBITDA and Adjusted EBITDA


	For the three months ended				For the six months ended
	June 30,				June 30,
(in millions)	2016		2015		2016		2015
Net income	$	12.2	$	8.0	$	20.8	$	3.1
Depreciation and amortization		66.9		68.7		137.9		136.0
Interest expense, net		4.7		5.4		9.8		18.1
Income tax expense		7.9		5.4		13.9		1.2
EBITDA		91.7		87.5		182.4		158.4
Restructuring charges		1.6		0.4		4.5		2.6
Other re-engineering charges		0.7		0.4		1.6		0.4
Joint venture losses, net		1.3		—		2.2		—
Adjusted EBITDA	$	95.3	$	88.3	$	190.7	$	161.4

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

EBITDA and Adjusted EBITDA are key measures used in our internal operating reports by management and our Board of Directors to evaluate the performance of our operations and are also used by analysts, investment banks and lenders for the same purpose. Adjusted EBITDA is a measure being used as a key element of the company-wide bonus incentive plan. We believe that the presentation of EBITDA and Adjusted EBITDA enables a more consistent measurement of period to period performance of our operations, and EBITDA facilitates comparison of our operating performance to companies in our industry.

We believe that EBITDA and Adjusted EBITDA measures are particularly important in a capital intensive industry such as ours, in which our current period depreciation is not a good indication of our current or future period capital expenditures. The cost to construct and launch a satellite and to build the related ground infrastructure may vary greatly from one satellite to another, depending on the satellite’s size, type and capabilities. Current depreciation expense is also not indicative of the revenue generating potential of the satellites.

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EBITDA excludes interest income, interest expense and income taxes because these items are associated with our capitalization and tax structures. EBITDA also excludes depreciation and amortization expense because these non-cash expenses reflect the impact of prior capital expenditure decisions which are not indicative of future capital expenditure requirements. Adjusted EBITDA further adjusts EBITDA to exclude restructuring and other re-engineering costs related to specific restructuring and re-engineering actions the Company previously initiated because we do not believe these costs are indicative of the underlying operating performance of our business and its ongoing operations. The amount and timing of these restructuring and other re-engineering costs are dependent on the size, type and status of the specific actions undertaken as part of our restructuring or re-engineering plans. See “2016 Highlights— Re-engineering and Restructuring Plans ” above for further information. Additionally, adjusted EBITDA further adjusts EBITDA to exclude joint venture gains and losses because this is a non-core item that is not related to our primary operations.

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

Reconciliation of Net Cash Flows Provided by Operating Activities to Free Cash Flow


	For the six months ended
	June 30,
(in millions)	2016		2015
Net cash flows provided by operating activities	$	148.6	$	151.9
Net cash flows used in investing activities		(92.8)		(72.2)
Investment in joint venture		7.5		5.0
Free cash flow	$	63.3	$	84.7

Free cash flow is defined as net cash flows provided by operating activities less net cash flows used in investing activities (excluding acquisition of businesses, net of cash acquired and excluding other strategic investments). Free cash flow is not a recognized term under U.S. GAAP and may not be defined similarly by other companies. Free cash flow should not be considered an alternative to “operating income (loss),” “net income (loss),” “net cash flows provided by (used in) operating activities” or any other measure determined in accordance with U.S. GAAP. Since free cash flow includes investments in operating assets, we believe this non-GAAP liquidity measure is useful in addition to the most comparable U.S. GAAP measure — “net cash flows provided by (used in) operating activities” because it provides information about the amount of cash generated before acquisitions of businesses that is then available to repay debt obligations, make investments, fund acquisitions, and for certain other activities. There are limitations to using non-U.S. GAAP financial measures, including the difficulty associated with comparing companies in different industries that use similar performance measures whose calculations may differ from ours.

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

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of June 30, 2016 .

Contractual Obligations

As of June 30, 2016 , there were no significant changes to the contractual obligations table presented in our Annual Report on Form 10-K for the year ended December 31, 2015.

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Guaranty and Indemnification Obligations

We enter into agreements in the ordinary course of business with resellers and others. Most of these agreements require us to indemnify the other party against third-party claims alleging that one of our products infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right. Certain of these agreements require us to indemnify the other party against claims relating to property damage, personal injury or acts or omissions by us, our employees, agents or representatives. In addition, from time to time we have made guarantees regarding the performance of our systems to our customers. The majority of these agreements do not limit the maximum potential future payments the Company could be obligated to make.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in these Unaudited Condensed Consolidated Financial Statements . Due to the inherent uncertainties in making estimates, actual results could differ materially from those estimates.

Refer to the critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2015, where we discuss our significant judgments and estimates. We have made no significant changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2015.

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIV E DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the Company’s exposure to market risk since December 31, 2015. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of the Annual Report on Form 10-K for the year ended December 31, 2015 .

ITEM 4. CONTROLS AND PROCEDURE S

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer and our principal financial officer, respectively), we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934) as of June 30, 2016 . Based upon that evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2016 .

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II OTHER INFORMATIO N

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 FACTOR S

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 25, 2016. There have been no material changes to our Risk Factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2015.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the second half of 2014, the Company’s Board of Directors authorized a program to repurchase up to $205.0 million of the Company’s outstanding common stock through December 31, 2015. In October 2015, the Company’s Board of Directors approved an increase in authorized share repurchases of the Company’s outstanding common stock by an additional $130.0 million through December 31, 2016. The approval increased the total authorized amount under the program to $335.0 million. As of June 30, 2016, we have repurchased 13,961,865 shares at an average purchase price of $21.23, for a total of $296.4 million under the program, including broker transaction fees and commissions. The Company may repurchase shares through open market purchases, privately negotiated transactions, structured or derivative transactions such as puts, calls, options, forwards, collars, accelerated share repurchase transactions (with or without collars), other equity contracts or other methods of acquiring shares and pursuant to Rule 10b5-1, in each case on such terms and at such times as shall be permitted by applicable securities laws and determined by management. The stock repurchase program does not obligate the Company to acquire any stock, and it may be limited or terminated at any time without notice. Share repurchase activity during the quarter ended June 30, 2016 was as follows:


				Total Number	Approximate
				of Shares	Dollar Value
	Total	Average		Purchased as Part	of Shares That
	Number	Price		of Publicly	May Yet be
	of Shares	Paid Per		Announced	Purchased
	Purchased	Share		Program	Under Program(1)
April 1, 2016 to April 30, 2016	752,344		17.72
May 1, 2016 to May 31, 2016	26,294		19.04
June 1, 2016 to June 30, 2016	104,170		19.77
Total	882,808	$	18.00	13,961,865	$	38,883,939

(1)

Excludes broker transaction fees and commissions

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBIT INDEX

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

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SIGNATURE

DIGITALGLOBE, INC.

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


Date: July 28, 2016		/s/Gary W. Ferrera
		Gary W. Ferrera
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: July 28, 2016		/s/Jose Torres
		Jose Torres
		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

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EXHIBIT INDEX

Incorporated by Reference

Exhibit No

Exhibit Description

Form

SEC File No.

Exhibit

Filing Date

Filed or Furnished
Herewith

10.1#

Modification P00030 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.2*

Form of Restricted Share Unit Award - 2014

10.3*

Form of Performance Share Unit Award – 2014 – TSR

10.4*

Form of Performance Share Unit Award – 2014 – ROIC

10.5*

Form of Performance Share Unit Award – 2015 – TSR

10.6*

Form of Performance Share Unit Award – 2015 – ROIC

10.7*

Form of Performance Share Unit Award – 2016 – TSR

10.8*

Form of Performance Share Unit Award – 2016 –ABS

10.9*

Amended and Restated DigitalGlobe 2007 Employee Stock Option Plan

8-K

001-34299

10.1

5/26/16

31.1

Certification of the Company’s Chief Executive Officer, Jeffrey R. Tarr, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Company’s Chief Financial Officer, Gary W. Ferrera, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1†

Certification of the Company’s Chief Executive Officer, Jeffrey R. Tarr, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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32.2†

Certification of the Company’s Chief Financial Officer, Gary W. Ferrera, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

T he following materials for the DigitalGlobe, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, Commission File No. 001-34299, 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

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

* Management contract or compensatory plan arrangement

† Furnished herewith.

UNCLASSIFIED

FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [Redacted] HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION	Exhibit 10.1

UNCLASSIFIED


Amendment of Solicitation/Modification of Contract		Contract ID CODE		Page of Pages

1 | 3

2 . AMENDMENT/MODIFICATION NO .		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REO. NO .			5 . PROJECT NO. (If applicable)
P00030		See Block 16C	See Schedule
6. ISSUED BY	CODE	ocsc	7 . ADMINISTERED BY (lf other than Item 6)		CODE	[ REDACTED ]
[ REDACTED]			[ REDACTED]
B. NAME AND ADDRESS OF CONTRACTOR (No., street, county, S tate and ZIP Codt1) DIGITALGLOBE, IN C . 1300 W 120 TH AVENUE WESTMINSTER CO 80234				9A. AMENDMENT OF SOLICITATION NO.
				9B . DATED (SEE ITEM 11)
			x	10A. MODIFICATION OF CONTRACT/ORDER N O . HM021013CN002
CODE 1CGQ7		FACILITY CODE		10B. DATED (SEE ITEM 13) 07/30/2013
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

☐ The above numbered solic i tat i on Is amended as set forth In Item 14. The hour and date specified for receipt of Offers ☐ is extended . ☐ is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitat i on 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 recei pt 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 or 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 thi s amendment and is received prior to the opening hour and date specified.


12. ACCOUNTING AND APPROPRIAT I ON DATA(If required) See Schedule		Net Increase:	[ REDACTED]
13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
CHECK ONE	A This Change o rder IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14 , PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X	D. OTHER (Specify type of modification and authority) Incremental Funding IAW Paragraph B.16
E. IMPORTANT:	Contractor ☒ is not. ☐ is required to sign this document and return co p i es to the Issuing office.

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

Ta x ID Number: 31-1420852

DUNS Number: 789638418

The purpose of this modification is to provide funding under contract line item (CLIN)

0506, System Engineering Services Support, for the [**REDACTED**] effort as described in the [**REDACTED**] dated 09-November-2015 and associated Contract Data Requirements List (reference [**REDACTED**] ) and based on the task execution concepts contained in DigitalGlobe Proposal [** REDACTED**] dated 25 – JANUARY 2016.

Total funding obligated under the contract increases by [**REDACTED**] from [**REDACTED**] to

[**REDACTED**].
C ontinued ...

Ex cept as provided herein, all terms and conditions of the document referenced In Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

[** REDACTED**]

15 C . DATE SIGNED

[** REDACTED**]

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

[** REDACTED**]

16 C . DATE SIGNED

[** REDACTED**]

15B CONTRACTOR/OFFEROR

[** REDACTED**]

(SIGNATURE OF PERSON AUTHORIZED TO SIGN)

16B UNITED STATES OF AMERICA

[** REDACTED**]

(SIGNATURE OF CONTRACTING OFFICER)

NSN 7540-01 -152-8070

Previous edition unusable

STANDARD FORM 30 ( REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

UNCLASSIFIED

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021013CN002/P00030

PAGE OF

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

The total value of the contract remains unchanged.

1. Under Section B, Supplies or Services and Prices/Costs:

a. Paragraph B.7 Total Contract Price/Total Contract Funding (change pages 22 and 23 are attached

hereto):

(1) Under CLIN 0506, the Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**]. The Unfunded Amount column is

decreased to by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum Total Price column is unchanged.

(2) Under Subtotal Contract Year 5, the Obligated Amount column is increased by

[**REDACTED**] from [**REDACTED**] to

[**REDACTED**] . The Unfunded Amount column is decreased to by [**REDACTED**] from [**REDACTED**] to

[**REDACTED**] . The Maximum Total Price column is unchanged.

(4) Under Total Contract Value with Options, the Obligated Amount column is increased by

[**REDACTED**] from [**REDACTED**] to

[**REDACTED**] . The Unfunded Amount column is

decreased to by [**REDACTED**] from

[**REDACTED**] to [**REDACTED**] . The

Maximum Total Price column is unchanged.

2. Under Section G, Contract Administration Data, Paragraph G.6, Accounting and Appropriation Data, the

table is revised to reflect the obligation of

[**REDACTED**] under CLIN 0506 informational Sub-CLIN 050603. Change page 34A is attached hereto.

Discount Terms:

Net 30

Payment:

[**REDACTED**]

FOB: Destination

Period of Performance: 09/01/2013 to 08/31/2016

Continued ...

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

UNCLASSIFIED

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021013CN002/P00030

PAGE OF

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

0506

Change Item 0506 to read as follows(amount shown is the obligated amount):

Commercial Satellite Imagery - System Engineering Services Support. Ceiling Value [**REDACTED**]

Award Type: Time-and-materials

CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**]

Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES

Requisition No: NS38G15065AS10

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

Period of Performance: 09/01/2015 to 08/31/2016

Add Item 050603 as follows:

[**REDACTED**]

050603

System Engineering Services Support. Funding for

[**REDACTED**]

Award Type: Time-and-materials

CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**]

Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES

Requisition No: NS80G3634AR18

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

Period of Performance: 04/05/2016 to 08/31/2016

G-1 Accounting and Appropriation Data

[**REDACTED**]

Total:

[**REDACTED**]

Amount:

[**REDACTED**]

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

HM0210-13-C-N002- P00030

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

		This Table is UNCLASSIFIED
CLIN	Maximum Total Price	Obligated Amount	Unfunded Amount
CLIN Series 0400
0401	‌ $300,000,000.00	[ REDACTED]	[ REDACTED]
0402	[ REDACTED]	[ REDACTED]	[ REDACTED]
0403	[ REDACTED]	[ REDACTED]	[ REDACTED]
0404	[ REDACTED]	[ REDACTED]	[ REDACTED]
0405	[ REDACTED]	[ REDACTED]	[ REDACTED]
0406	[ REDACTED]	[ REDACTED]	[ REDACTED]
[ REDACTED]	[ REDACTED]	[ REDACTED]	[ REDACTED]
0408	[ REDACTED]	[ REDACTED]	[ REDACTED]
Subtotal Contract Year 5	[ REDACTED]	[ REDACTED]	[ REDACTED]

CLIN Series 0500
0501	‌ $300,000,000.00	[ REDACTED]	[ REDACTED]
0502	[ REDACTED]	[ REDACTED]	[ REDACTED]
0503	[ REDACTED]	[ REDACTED]	[ REDACTED]
0504	[ REDACTED]	[ REDACTED]	[ REDACTED]
0505	[ REDACTED]	[ REDACTED]	[ REDACTED]
0506	[ REDACTED]	[ REDACTED]	[ REDACTED]
[ REDACTED]	[ REDACTED]	[ REDACTED]	[ REDACTED]
0508	[ REDACTED]	[ REDACTED]	[ REDACTED]
0509	[ REDACTED]	[ REDACTED]	[ REDACTED]
Subtotal Contract Year 6	[ REDACTED]	[ REDACTED]	[ REDACTED]

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

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

CLIN Series 0800
0801	‌ $300,000,000.00	[ REDACTED]	[ REDACTED]
0802	[ REDACTED]	[ REDACTED]	[ REDACTED]
0803	[ REDACTED]	[ REDACTED]	[ REDACTED]
0804	[ REDACTED]	[ REDACTED]	[ REDACTED]
0805	[ REDACTED]	[ REDACTED]	[ REDACTED]
0806	[ REDACTED]	[ REDACTED]	[ REDACTED]
[REDACTED]	[ REDACTED]	[ REDACTED]	[ REDACTED]

Contract Page 22 of 64

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

HM0210-13-C- N002 - P00030

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

		This Table is UNCLASSIFIED
CLIN	Maximum Total Price	Obligated Amount	Unfunded Amount
Subtotal Contract Year 9	[REDACTED]	[REDACTED]	[REDACTED]

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

Total Contract Value with Options	‌ $2,586,780,000.00	[REDACTED]	[REDACTED]

B.8 (U) CLIN DESCRIPTION

(U) In acc o r d a n ce w ith t h i s c o n tract, t h e C o n tractor s h a ll f u r n i s h all m ate r ial s , la bo r, e q u ip m e n t a n d f a c ili t i e s , e x ce p t as s p eci f ied h e r e i n to b e fu r n i s h e d b y t h e G o v e rn m e n t, a n d s h a l l d o all t h at w h i c h is n ece s s a r y o r i n ci d e n tal to t h e s a t i s f actory a n d t i m e l y p e r f o r m a n ce o f C LINs 030 1 t h r o ug h 0 30 6 (a n d O p tion C L INs i f e x e r c i s e d ) as s t ated b el o w .

B.9 (U) CONTRACT TYPE

(U) T h is is a h y b rid Fi r m F i x e d P rice (F F P ) a n d T i m e a n d Material c o n tract ( p re do m i n a t e l y F F P) , w i t h b ase a n d op tion p e r io d s as s p eci f ied in Secti o n / P a r a g ra p h F . 5 .

(U) OPTION PERIODS

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

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

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

Contract Page 23 of 64
UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

HM0210-13-C-N002- P00030

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

This Table is UNCLASSIFIED
Action	CLIN	ACRN	Fund Cite	Obligated Funding	Cumulative Total
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
			Total	[REDACTED]

[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]			Total	[REDACTED]	[REDACTED]

Contract Page 34 a of 64
UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

Exhibit 10.2

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

____________________________

Form of Restricted Share Unit Award Agreement

____________________________

You are hereby awarded the following grant of restricted share units (“ RSUs ” or the “ Award ”) with respect to the common stock of DigitalGlobe, Inc. (the “ Company ”), subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (the “ Award Agreement ”) and in the amended and restated DigitalGlobe, Inc. 2007 Employee Stock Option Plan (as amended, modified or supplemented, the “ Plan ”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your timely electronic acceptance of this Award Agreement.

By accepting this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim below. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreemen t will be made by the Company’s Board of Directors or any Committee appointed by the Board of Directors (the “ Committee ”) to administer the Plan, and shall (in the absence of material and manifest bad faith or fraud) be final, conclusive and binding on all parties, including you and your successors in interest. Terms that begin with initial capital letters have the special meanings set forth in the Plan or in this Award Agreement (unless the context indicates otherwise).

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

Grantee’s Name: %%FIRST_NAME%% %%MIDDLE_NAME%% %%LAST_NAME%%

Award Number: %%OPTION_NUMBER%%

Award Type: Restricted Stock Unit

Award Date: %%OPTION_DATE%%

Shares Granted: %%TOTAL_SHARES_GRANTED%%

Vesting Schedule:

%%VEST_TYPE_PERIOD1%-%

%%VEST_TYPE_PERIOD2%-%

%%VEST_TYPE_PERIOD3%-%

%%VEST_TYPE_PERIOD4%-%

%%VEST_TYPE_PERIOD5%-%

%%VEST_TYPE_PERIOD6%-%

%%VEST_TYPE_PERIOD7%-%

%%VEST_TYPE_PERIOD8%-%

%%VEST_TYPE_PERIOD9%-%

%%VEST_TYPE_PERIOD10%-%

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested RSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested RSUs.

3. Settlement of RSUs . RSUs that vest pursuant to Section 1 (“ Vested RSUs ”) shall, subject to Section 13.B, be settled by the delivery to you or a designated brokerage firm of one Share per Vested RSU as soon as practicable following the applicable Vesting Date and your satisfaction of applicable tax withholding requirements.

4. Change in Control . If there is a Change in Control, notwithstanding any other provision of this Award Agreement or of any employment, severance protection or other agreement but subject to Section 13.B, all unvested RSUs shall be treated as follows:

A. If the RSUs are not continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the RSUs shall fully vest upon the occurrence of the Change in Control. For each such RSU, you shall receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control.

B. If the RSUs are continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the RSUs shall continue to vest on the applicable Vesting Date(s), subject to your continued employment through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the RSUs shall fully vest upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

For purposes hereof, the unvested RSUs shall be considered “assumed” if, following the Change in Control, the unvested RSUs confer the right to receive, for each Share subject to the unvested RSUs immediately prior to the Change in Control, (i) the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the Change in Control, or (ii) common stock of the successor to the Company of substantially equivalent economic value to the consideration received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control (as determined by the Committee in its discretion). The unvested RSUs will be considered “substituted for” if the successor or acquirer replaces the unvested RSUs with equity awards of substantially equivalent economic value measured as of the date the Change in Control occurs (as determined by the Committee in its sole discretion).

In all events, any action under this Section 4 shall comply with the applicable requirements of Section 409A of the Code (such that, for the avoidance of doubt, no action shall be taken by the Committee pursuant to this Section 4 that would violate the requirements of Section 409A of the Code).

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested RSUs.

6. Restrictions on Transfer . Without the prior written consent of the Committee and subject to Section 13.B, this Award Agreement and the RSUs may not be sold, pledged, hypothecated, disposed of or otherwise transferred, except that Shares may be transferred in accordance with applicable law following settlement of the RSUs. If the Committee permits any transfer of this Award Agreement and the RSUs, any transferee shall succeed and be subject to all of the terms of this Award Agreement and the Plan.

7. Taxes . By accepting this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise with respect to the grant, vesting or settlement of the RSUs, and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes; provided that the Company’s obligation to withhold taxes with respect to the issuance of the Shares shall be satisfied by any method acceptable to the Committee (including withholding of Shares, but only up to the minimum legally-required tax withholdings). In the event that any payment or benefit received or to be received by you pursuant to the Plan or otherwise (collectively, the “ Payments ”) would result in a “parachute payment” as described in Section 280G of the Code (or any successor provision), notwithstanding the other provisions of this Award Agreement, the Plan, or any other agreement or arrangement (but subject to any contrary provisions of any separate unexpired employment or other agreement between you and the Company), such Payments shall not, in the aggregate, exceed the maximum amount that may be paid to you without triggering golden parachute penalties under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

8. Notices . Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and generally shall be delivered electronically, personally, or by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Any notice or communication required or permitted by any provision of this Award Agreement to be given by you must be in writing and delivered personally or by certified mail, return receipt requested, addressed to the Company’s Stock Plan Manager at its corporate headquarters. Each party may, from time to time, by notice to the other party hereto, specify a new e-mail or address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is electronically or personally delivered or properly mailed.

9. Binding Effect . Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

10. Modifications . This Award Agreement may be modified or amended at any time, in accordance with Section 14 of the Plan and provided that you must consent in writing to any modification that

adversely and materially affects your rights or obligations under this Award Agreement (with such an effect being presumed to arise from a modification that would trigger a violation of Section 409A of the Code). Notwithstanding the foregoing, the Committee may, however, take any action permitted by Section 12 of the Plan without your written consent.

11. Headings . Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

12. Severability . Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement .

13. Plan Governs; Deferrals .

A. By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

B. If you are eligible to participate in the Company’s Deferred Compensation Plan, as amended from time to time (the “ DCP ”), and you timely make a deferral election under and in accordance with the DCP with respect to this Award, the portion of this Award covered by such deferral election shall also be subject to, and paid in accordance with, the DCP.

14. Investment Purposes . By accepting this Award Agreement, you represent and warrant that any Shares issued to you will be held for investment purposes only for your own account, and not with a view to, for resale in connection with, or with an intent in participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.

15. Not a Contract of Employment . By accepting this Award Agreement you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; (iv) unless you have a written agreement signed by the Company’s President providing otherwise, you are an at-will employee who may be terminated at any time and for any or no reason; and (v) the Company would not have granted this Award to you but for these acknowledgments and agreements.

unenforceable. You further acknowledge and agree that the terms and conditions of this Section 16 and Section 24 of the Plan shall survive both (i) the termination of your Continuous Service for any reason, and (ii) the termination of the Plan, for any reason. You acknowledge and agree that the grant of RSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section 16 or Section 24 of the Plan or succeed for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):

(i)

declaration that the Award is null and void and of no further force or effect;

(ii)

recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii)

recapture of the proceeds, plus reasonable interest, with respect to any Shares that are both issued pursuant to this Award and sold or otherwise disposed of by you, or any designee or beneficiary of you.

The remedies provided above are not intended to be exclusive, and the Company may seek such other remedies as are provided by law, including equitable relief. You acknowledge and agree that your adherence to the foregoing requirements will not prevent you from engaging in your chosen occupation and earning a satisfactory livelihood following the termination of your employment with the Company

17. Electronic Delivery . You hereby consent to the delivery of information (including, without limitation, information required to be delivered to you pursuant to applicable securities laws) regarding the Company, the Plan, and the Shares via Company web site, email or other means of electronic delivery.

18. Governing Law . The laws of the State of Colorado, to the extent not preempted by United States federal law, shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

Exhibit 10.3

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

____________________________

Form of Performance Share Unit Award Agreement

____________________________

You are hereby awarded the following grant of performance share units (the “PSUs” ) with respect to the common stock of DigitalGlobe, Inc. (the “ Company ”), subject to the terms and conditions set forth in this Performance Share Unit Award Agreement (the “ Award Agreement ”) and in the DigitalGlobe, Inc. 2007 Employee Stock Option Plan (the “ Plan ”). You should carefully review these documents, and consult with your personal financial advisor, before accepting this award. This Award is conditioned on your electronic execution of this Award Agreement.

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

Grantee’s Name: %%FIRST_NAME%% %%MIDDLE_NAME%% %%LAST_NAME%%

Award Number: %%OPTION_NUMBER%%

Award Type: Performance Stock Unit

Award Date: %%OPTION_DATE%%

Shares Granted: %%TOTAL_SHARES_GRANTED%%

Vesting Date: The shares will vest on March 31, 2017 provided the threshold of the Performance Criteria is met

Metric: Vesting of this award is based on the achievement of Relative Total Shareholder Return (TSR) goals

Definition: Relative Total Shareholder Return for the performance period means:

(a) The percentage change in the stock trading price plus, counting any dividends paid as if such dividends were reinvested at the time of issuance, based on the 20-day starting and ending averages in comparison to;

(b) The percentile of the gains versus the companies in the Russell 2000 as the Performance Period end date

Maximum Number of Shares Issuable: 200% of Target Shares

Performance Period: January 1, 2014 to December 31, 2016

20 Day Starting and Ending Averages: The first and final 20 trading days of the performance period will be averaged to determine the start and ending price

Benchmark Group: Performance will be measured against the Russell 2000 Index

Rounding: Shares will be determined by rounding up to the nearest whole share in a fractional payout situation

Vesting Criteria: The following number of shares shall be issued based on the achievement of Relative TSR percentile ranking during the Performance Period as specified in the chart below:

Relative TSR Ranking	Number of Shares to Be Issued*
Less than 25 th percentile	None
25th percentile	50% of Target Shares
50th percentile	100% of Target Shares
75th percentile	200% of Target Shares
* For performance between the 25 th and 50 th percentile and 50 th and 75 th percentile, the number of shares to be issued shall be determined by linear interpolation. For example, if DigitalGlobe was in the 60% percentile, 140% of the shares would be paid out.

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested PSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested PSUs.

3. Settlement of PSUs . PSUs that vest pursuant to Section 1 (“ Vested PSUs ”) shall, subject to Section 13.B, be settled by the delivery to you or a designated brokerage firm of one Share per Vested PSU as soon as practicable following the applicable Vesting Date and your satisfaction of applicable tax withholding requirements.

A. If the PSUs are not continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall fully vest upon the occurrence of the Change in Control. For each such PSU, you shall receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control.

B. If the PSUs are continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs

shall continue to vest on the applicable Vesting Date(s), subject to your continued employment through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the PSUs shall fully vest upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

For purposes hereof, the unvested PSUs shall be considered “assumed” if, following the Change in Control, the unvested PSUs confer the right to receive, for each Share subject to the unvested PSUs immediately prior to the Change in Control, (i) the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the Change in Control, or (ii) common stock of the successor to the Company of substantially equivalent economic value to the consideration received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control (as determined by the Committee in its discretion). The unvested PSUs will be considered “substituted for” if the successor or acquirer replaces the unvested PSUs with equity awards of substantially equivalent economic value measured as of the date the Change in Control occurs (as determined by the Committee in its sole discretion).

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested PSUs.

6. Restrictions on Transfer . Without the prior written consent of the Committee and subject to Section 13.B, this Award Agreement and the PSUs may not be sold, pledged, hypothecated, disposed of or otherwise transferred, except that Shares may be transferred in accordance with applicable law following settlement of the PSUs. If the Committee permits any transfer of this Award Agreement and the PSUs, any transferee shall succeed and be subject to all of the terms of this Award Agreement and the Plan.

auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

10. Modifications . This Award Agreement may be modified or amended at any time, in accordance with Section 14 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects your rights or obligations under this Award Agreement (with such an effect being presumed to arise from a modification that would trigger a violation of Section 409A of the Code). Notwithstanding the foregoing, the Committee may, however, take any action permitted by Section 12 of the Plan without your written consent.

13. Plan Governs; Deferrals .

15. Not a Contract of Employment . By accepting this Award Agreement you acknowledge and agree that: (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; (iv) unless you have a written agreement signed by the Company’s President providing otherwise, you are an at-will employee who may be terminated at any time and for any or no reason; and (v) the Company would not have granted this Award to you but for these acknowledgments and agreements.

16. Long-term Consideration for Award . By accepting this Award Agreement you acknowledge the terms and conditions set forth in Section 24 of the Plan and that such terms are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Section 24 of the Plan, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in this Section 16 or Section 24 of the Plan, shall cause this Award to become null, void, and unenforceable. You further acknowledge and agree that the terms and conditions of this Section 16 and Section 24 of the Plan shall survive both (i) the termination of your Continuous Service for any reason, and (ii) the termination of the Plan, for any reason. You acknowledge and agree that the grant of PSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section 16 or Section 24 of the Plan or succeed for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):

(i)

declaration that the Award is null and void and of no further force or effect;

(ii)

recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii)

Exhibit 10.4

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

____________________________

Form of Performance Share Unit Award Agreement

____________________________

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

Grantee’s Name: %%FIRST_NAME%% %%MIDDLE_NAME%% %%LAST_NAME%%

Award Number: %%OPTION_NUMBER%%

Award Type: Performance Share Unit

Award Date: %%OPTION_DATE%%

Shares Granted: %%TOTAL_SHARES_GRANTED%%

Vesting Date: Subject to completion of the Company’s annual audit for the fiscal years ending December 31, 2014-16, the shares will vest on March 31, 2017 provided the threshold of the Performance Criteria is met

Metric: Vesting of this award is based on the achievement of Free Cash Flow Return On Invested Capital (FCF ROIC) goals

Definition: “FCF ROIC” for a calendar year means:

A ratio of Annual Free Cash Flow, divided by the sum of Debt plus Equity less unrestricted cash, cash equivalents and marketable securities averaged over the most recent three years

(i) the Company’s Free Cash Flow to Firm divided by (ii) the total of the average debt and average stockholder equity minus the average cash, cash equivalents and marketable securities determined on a simple trailing average basis over the past three years

Maximum Number of Shares Issuable: 200% of Target Shares

Performance Period: January 1, 2014 to December 31, 2016

Average of 3 Years of Performance: Each of the three performance fiscal years, starting with fiscal year 2014, will be calculated as a third of the total payout as described in the Performance Criteria.

Performance Criteria: The following number of shares shall be issued based on the achievement of FCF ROIC goals during the Performance Period as specified in the chart below:

FCF ROIC for the Period	Number of Shares to Be Issued*
Less than 3%	None
3%	50% of Target Shares
6%	100% of Target Shares
9% or More	200% of Target Shares
* For performance between 3% and 6% and 6% and 9%, the number of Shares to be issued shall be determined by linear interpolation. For example, if FCF ROIC were 7.5%, 150% of Target Shares would be issued.

Rounding: Performance Metrics will be rounded up to the nearest whole percentage and shares will be determined by rounding up to the nearest whole share in a fractional payout situation

For Purposes Hereof:

“Free Cash Flow” is calculated as cash provided by operating activities less cash used in investing activities

______________________________________________________________________________

1 The Committee shall appropriately adjust Revenues, Expenses and Cash Flows as deemed necessary (1) to eliminate the effects of charges for restructurings, discontinued operations, acquisitions over $50 million, and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the acquisition or disposal of a segment of a business or related to a change in accounting principle, as well as the cumulative effect of accounting changes, in each case as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements or notes to the financial statements, and (2) to exclude any of the following events that occurs during the performance period: (A) asset write-downs, (B) litigation, claims, judgments or settlements, (C) the effect of changes in tax law or other such laws or provisions affecting reported results, and (D) accruals for reorganization and restructuring programs.

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested PSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested PSUs.

A. If the PSUs are not continued, assumed or substituted by your employer (or an Affiliate of such

employer) that engages you immediately following the Change in Control, the PSUs shall fully vest upon the occurrence of the Change in Control. For each such PSU, you shall receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control.

B. If the PSUs are continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall continue to vest on the applicable Vesting Date(s), subject to your continued employment through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the PSUs shall fully vest upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested PSUs.

under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

13. Plan Governs; Deferrals .

shall also be subject to, and paid in accordance with, the DCP.

(i)

declaration that the Award is null and void and of no further force or effect;

(ii)

recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii)

Exhibit 10.5

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

Form of Performance Share Unit Award Agreement

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

Grantee’s Name: %%FIRST_NAME%% %%MIDDLE_NAME%% %%LAST_NAME%%

Award Number: %%OPTION_NUMBER%%

Award Type: Performance Stock Unit

Award Date: %%OPTION_DATE%%

Shares Granted: %%TOTAL_SHARES_GRANTED%%

Vesting Date: The shares will vest on March 31, 2018 provided the threshold of the Performance Criteria is met.

Metric: Vesting of this award is based on the achievement of Relative Total Shareholder Return (TSR) goals.

Definition: Relative Total Shareholder Return for the performance period means:

(b) The percentile of the gains versus the companies in the Russell 2000 as the Performance Period end date.

Maximum Number of Shares Issuable: 200% of Target Shares.

Performance Period: January 1, 2015 to December 31, 2017.

20 Day Starting and Ending Averages: The first and final 20 trading days of the performance period will be averaged to determine the start and ending price.

Benchmark Group: Performance will be measured against the Russell 2000 Index.

Rounding: Shares will be determined by rounding up to the nearest whole share in a fractional payout situation.

Vesting Criteria with Positive Total Shareholder Return: If DigitalGlobe’s Total Shareholder Return from 1/1/2015 to 12/31/2017 is positive, the following number of shares shall be issued based on the achievement of Relative TSR percentile ranking during the Performance Period as specified in the chart below:


Relative TSR Ranking	Number of Shares to Be Issued*
Less than 25 th percentile	None
25 th percentile	50% of Target Shares
55 th percentile	100% of Target Shares
75 th percentile	150% of Target Shares
Above 90 th percentile	200% of Target Shares

* For performance between the 25 th and 50 th percentile and 50 th and 75 th percentile, the number of shares to be issued shall be determined by linear interpolation.

Vesting Criteria with Negative Total Shareholder Return: If DigitalGlobe’s Total Shareholder Return from 1/1/2015 to 12/31/2017 is negative, the following number of shares shall be issued based on the achievement of Relative TSR percentile ranking during the Performance Period as specified in the chart below:


Relative TSR Ranking	Number of Shares to Be Issued*
Less than 25 th percentile	None
25 th percentile	50% of Target Shares
55 th percentile	100% of Target Shares
75 th percentile	100% of Target Shares
Above 90 th percentile	100% of Target Shares

* For performance between the 25 th and 50 th percentile and 50 th and 75 th percentile, the number of shares to be issued shall be determined by linear interpolation.

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested PSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested PSUs.

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested PSUs.

7. Taxes . By accepting this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise with respect to the grant, vesting or settlement of the PSUs, and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes; provided that the Company’s obligation to withhold taxes with respect to the issuance of the Shares shall be satisfied by any method acceptable to the Committee (including withholding of Shares, but only up to the minimum legally-required tax withholdings). In the event that any payment or benefit received or to be received by you pursuant to the Plan or otherwise (collectively, the “ Payments ”) would result in a “parachute payment” as described in Section 280G of the Code (or any successor provision), notwithstanding the other provisions of this Award Agreement, the Plan, or any other agreement or arrangement (but subject to any contrary provisions of any separate unexpired employment or other agreement between you and the Company), such Payments shall not, in the aggregate, exceed the maximum amount that may be paid to you without triggering golden parachute penalties under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

9. Binding Effect . Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to

the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

13. Plan Governs; Deferrals .

By accepting this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

If you are eligible to participate in the Company’s Deferred Compensation Plan, as amended from time to time (the “ DCP ”), and you timely make a deferral election under and in accordance with the DCP with respect to this Award, the portion of this Award covered by such deferral election shall also be subject to, and paid in accordance with, the DCP.

Not a Contract of Employment . By accepting this Award Agreement you acknowledge and agree that: (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; (iv) unless you have a written agreement signed by the Company’s President providing otherwise, you are an at-will employee who may be terminated at any time and for any or no reason; and (v) the Company would not have granted this Award to you but for these acknowledgments and agreements.

15. Long-term Consideration for Award . By accepting this Award Agreement you acknowledge the terms and conditions set forth in Section 24 of the Plan and that such terms are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Section 24 of the Plan, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in this Section 16 or Section 24 of the Plan, shall cause this Award to become null, void, and unenforceable. You further acknowledge and agree that the terms and conditions of this Section 16 and Section 24 of the Plan shall survive both (i) the termination of your Continuous Service for any reason, and (ii) the termination of the Plan, for any reason. You acknowledge and agree that the grant of PSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section 16 or Section 24 of the Plan or succeed for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):

(i)

declaration that the Award is null and void and of no further force or effect;

(ii)

recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii)

16. Electronic Delivery . You hereby consent to the delivery of information (including, without limitation, information required to be delivered to you pursuant to applicable securities laws) regarding the Company, the Plan, and the Shares via Company web site, email or other means of electronic delivery.

17. Governing Law . The laws of the State of Colorado, to the extent not preempted by United States federal law, shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

Exhibit 10.6

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

Form of Performance Share Unit Award Agreement

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

Grantee’s Name: %%FIRST_NAME%% %%MIDDLE_NAME%% %%LAST_NAME%%

Award Number: %%OPTION_NUMBER%%

Award Type: Performance Share Unit

Award Date: %%OPTION_DATE%%

Shares Granted: %%TOTAL_SHARES_GRANTED%%

Vesting Date: Subject to completion of the Company’s annual audit for the fiscal years ending December 31, 2015-17, the shares will vest on March 31, 2018, provided the threshold of the Performance Criteria is met.

Metric: Vesting of this award is based on the achievement of Free Cash Flow to Firm Return On Invested Capital (FCF(f) ROIC) goals based on the annual FCF(f) ROIC performance averaged over a three year period.

Definition: “FCF(f) ROIC” means:

A ratio of Annual Free Cash Flow to Firm, divided by the sum of Debt plus Equity less unrestricted cash, cash equivalents and marketable securities averaged over the most recent three years;

Maximum Number of Shares Issuable: 200% of Target Shares.

Performance Period: January 1, 2015 to December 31, 2017.

Average of 3 Years of Performance: Each of the three performance fiscal years, starting with fiscal year 2015, will be calculated as a third of the total payout as described in the Performance Criteria.

Performance Criteria: The following number of shares shall be issued based on the achievement of FCF(f) ROIC goals during the Performance Period as specified in the chart below:


FCF (f ) ROIC for the Period	Number of Shares to Be Issued*
Less than 7.5%	None
7.5%	50% of Target Shares
10%	100% of Target Shares
12.5% or More	200% of Target Shares

* For performance between 3% and 6% and 6% and 9%, the number of Shares to be issued shall be determined by linear interpolation. For example, if FCF(f) ROIC were 7.5%, 150% of Target Shares would be issued.

Rounding: Performance Metrics will be rounded up to the nearest whole percentage and shares will be determined by rounding up to the nearest whole share in a fractional payout situation.

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested PSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested PSUs.

If the PSUs are not continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall fully vest upon the occurrence of the Change in Control. For each such PSU, you shall receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control.

If the PSUs are continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall continue to vest on the applicable Vesting Date(s), subject to your continued employment through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the PSUs shall fully vest upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested PSUs.

7. Taxes . By accepting this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise with respect to the grant, vesting or settlement of the PSUs, and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes; provided that the Company’s obligation to withhold taxes with respect to the issuance of the Shares shall be satisfied by any method acceptable to the Committee (including withholding of Shares, but only up to the minimum legally-required tax withholdings). In the event that any payment or benefit received or to be received by you pursuant to the Plan or otherwise (collectively, the “ Payments ”) would result in a “parachute payment” as described in Section 280G of the Code (or any successor provision), notwithstanding the other provisions of this Award Agreement, the Plan, or any other agreement or arrangement (but subject to any contrary provisions of any separate unexpired employment or other agreement between you and the Company), such Payments shall not, in the aggregate, exceed the maximum amount that may be paid to you without triggering golden parachute penalties under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

9. Binding Effect . Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to

the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

13. Plan Governs; Deferrals .

will employee who may be terminated at any time and for any or no reason; and (v) the Company would not have granted this Award to you but for these acknowledgments and agreements.

(i)

declaration that the Award is null and void and of no further force or effect;

(ii)

recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii)

Exhibit 10.7

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

Form of Performance Share Unit Award Agreement

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

Grantee’s Name: %%FIRST_NAME%% %%MIDDLE_NAME%% %%LAST_NAME%%

Award Number: %%AWARD_NUMBER%%

Award Type: Performance Stock Unit

Award Date: %%AWARD_DATE%%

Target PSUs Granted: %%TOTAL_SHARES_GRANTED%%

Vesting Date: Shares earned based on Relative Total Shareholder Return performance will vest on March 31, 2019

Metric: Vesting of this award is based on the achievement of Relative Total Shareholder Return (TSR) goals.

Definition: Relative Total Shareholder Return for the performance period means:

(a) The percentage change in the stock trading price plus, counting any dividends paid as if such dividends were reinvested as of the Ex-Dividend Date, based on the 20-day starting and ending averages in comparison to;

(b) The percentile of the gains versus the companies in the Russell 2000 as of the Performance Period end date.

Maximum Number of Shares Issuable: 200% of Target Performance Shares.

Performance Period: January 1, 2016 to December 31, 2018.

20 Day Starting and Ending Averages: The first and final 20 trading days of the performance period will be averaged to determine the start and ending price.

Benchmark Group: Performance will be measured against the Russell 2000 Index.

Rounding: Shares will be determined by rounding up to the nearest whole share in a fractional payout situation.

Vesting Criteria with Positive Total Shareholder Return: If DigitalGlobe’s Total Shareholder Return from 1/1/2016 to 12/31/2018 is zero or greater, the following number of shares shall be issued based on the achievement of Relative TSR percentile ranking during the Performance Period as specified in the chart below:


Relative TSR Ranking	Number of Shares to Be Issued*
Less than 25 th percentile	None
25 th percentile	50% of Target Shares
55 th percentile	100% of Target Shares
75 th percentile	150% of Target Shares
Above 90 th percentile	200% of Target Shares

* For performance between the 25 th and 55 th percentile and 55 th , 75 th and 90 th percentile, the number of shares to be issued shall be determined by linear interpolation. For example, if DigitalGlobe was in the 65% percentile, 125% of the shares would be paid out.

Vesting Criteria with Negative Total Shareholder Return: If DigitalGlobe’s Total Shareholder Return from 1/1/2016 to 12/31/2018 is negative, the following number of shares shall be issued based on the achievement of Relative TSR percentile ranking during the Performance Period as specified in the chart below:

Relative TSR Ranking	Number of Shares to Be Issued
Less than 25 th percentile	None
25 th percentile	50% of Target Shares
55 th percentile	100% of Target Shares
75 th percentile	100% of Target Shares
Above 90 th percentile	100% of Target Shares

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested PSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested PSUs.

3. Settlement of PSUs . PSUs that vest pursuant to Section 1 (“ Vested PSUs ”) shall, subject to Section 13.B, be settled by the delivery to you or a designated brokerage firm of one Share per

Vested PSU as soon as practicable following the applicable Vesting Date and your satisfaction of applicable tax withholding requirements.

If the PSUs are not continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall fully vest at target upon the occurrence of the Change in Control. For each such PSU, you shall receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control.

If the PSUs are continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, the PSUs shall continue to vest on the applicable Vesting Date(s), subject to your continued employment through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the PSUs shall fully vest at target upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

In all events, any action under this Section 4 shall comply with the applicable requirements of Section 409A of the Code (such that, for the avoidance of doubt, no action shall be taken by the Committee pursuant to this Section 4 that would result in the assessment of the additional tax under Section 409A of the Code).

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested PSUs.

7. Taxes . By accepting this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise with respect to the grant, vesting or settlement of the PSUs, and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes; provided that the Company’s obligation to withhold taxes with respect to the issuance of the Shares shall be satisfied by any method acceptable to the Committee. In the event that any payment or benefit received or to be received by you pursuant to the Plan or otherwise (collectively, the “ Payments ”) would result in a “parachute payment” as described in Section 280G of the Code (or any successor provision), notwithstanding the other provisions of this Award Agreement, the Plan, or any other agreement or arrangement (but subject to any contrary provisions of any separate unexpired employment or other agreement between you and the Company), such Payments shall not, in the aggregate, exceed the maximum amount that may be paid to you without triggering golden parachute excise tax under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

10. Modifications . This Award Agreement may be modified or amended at any time, in accordance with Section 14 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects your rights or obligations under this Award Agreement (with such an effect being presumed to arise from a modification that would trigger assessment of the additional tax under Section 409A of the Code). Notwithstanding the foregoing, the Committee may, however, take any action permitted by Section 12 of the Plan without your written consent.

13. Plan Governs; Deferrals .

(i)

declaration that the Award is null and void and of no further force or effect;

(ii)

recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii)

Exhibit 10.8

DIGITALGLOBE, INC.
2007 EMPLOYEE STOCK OPTION PLAN

Form of Performance Share Unit Award Agreement

1. Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

Grantee’s Name: %%FIRST_NAME%% %%MIDDLE_NAME%% %%LAST_NAME%%

Award Number: %%AWARD_NUMBER%%

Award Type: Performance Share Unit

Award Date: %%AWARD_DATE%%

Target Performance Shares Issued: %%TOTAL_SHARES_GRANTED%%

Vesting Date: Subject to certification of the achievement of Performance Criteria by the Compensation Committee . The shares will vest on the date of approval of the results by the Compensation Committee.

If earned prior to the end of the 3rd year of the performance period, an additional one year time-based vesting will apply. If earned in the 4th year, no additional vesting period will apply.

Metric: Vesting of this award is based on the achievement of Absolute Stock Price thresholds which must be maintained on average for 45 trading days.

Definition: Absolute Stock Price Appreciation means:

Value of Equity is “earned” as target 45 trading day trailing average stock price increments ranging from $20 - $30/share are achieved.

Maximum Number of Shares Issuable: 100% of Target Shares.

Performance Period: January 1, 2016 to December 31, 2019 (maximum of 4 years).

Performance Criteria: Value of Equity is “earned” as target 45 trading day trailing average stock price increments are achieve specified in the chart below:

Stock Price Target	% of Award “Earned”*
Less than $20/share	None
$20/share	20% of Target Shares “Earned”
$25/share	60% of Target Shares “Earned”
$30/share	100% of Target Shares “Earned”

* Percentages of Target Shares are cumulative. For example, when the $25 Price Target is met and additional 40% of Target Shares will be earned in addition to the 20% of Target Shares earned for the $20 Price Target

Rounding: Performance Metrics will be rounded up to the nearest whole percentage and shares will be determined by rounding up to the nearest whole share in a fractional payout situation.

2. Termination of Continuous Service . Subject to Section 4.B., if your Continuous Service with the Company terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested PSUs shall be forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested PSUs.

If the PSUs are not continued, assumed or substituted by your employer (or an Affiliate of such employer) that engages you immediately following the Change in Control, any earned but not yet vested or unearned portion of the PSUs shall fully vest at target upon the occurrence of the Change in Control. For each such PSU, you shall receive the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Change in Control.

or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the remaining unearned PSUs shall fully vest at target upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

In all events, any action under this Section 4 shall comply with the applicable requirements of Section 409A of the Code (such that, for the avoidance of doubt, no action shall be taken by the Committee pursuant to this Section 4 that would result in the assessment of the additional tax under Section 409A of the Code).

5. Rights as Shareholder . You shall have no right to receive dividends or vote Shares until the Shares are delivered to you in settlement of Vested PSUs.

be paid to you without triggering golden parachute penalties under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

13. Plan Governs; Deferrals .

Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

(i)

declaration that the Award is null and void and of no further force or effect;

(ii)

recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

(iii)

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Section 302 Certification

I, Jeffrey R. Tarr, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 of DigitalGlobe, Inc.;

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;

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;

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

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: July 28, 2016

/s/ Jeffrey R. Tarr
Jeffrey R. Tarr
President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Section 302 Certification

I, Gary W. Ferrera certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 of DigitalGlobe, Inc.;

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: July 28, 2016

/s/ Gary W. Ferrera
Gary W. Ferrera
Executive Vice President and Chief Financial Officer

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 June 30, 2016 , as filed with the Securities and Exchange Commission (the “ Report ”), the undersigned officer of the Company does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

DIGITALGLOBE, INC.,

a Delaware corporation

/s/ Jeffrey R. Tarr
Jeffrey R. Tarr
President and Chief Executive Officer

Date: July 28, 2016

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

Red Graff
/s/ Gary W. Ferrera
Gary W. Ferrera
Executive Vice President and Chief Financial Officer

Date: July 28, 2016