DIGITALGLOBE, INC. (Form: 10-Q, Received: 10/25/2016 16:17:48)

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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: September 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 October 18, 2016, there were 62,216,596 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 nine months ended
	September 30,				September 30,
(in millions, except per share data)	2016		2015		2016		2015
Revenue	$	181.8	$	173.3	$	532.7	$	520.7
Costs and expenses:
Cost of revenue, excluding depreciation and amortization		39.9		34.3		112.5		110.8
Selling, general and administrative		46.5		49.6		135.7		159.5
Depreciation and amortization		64.6		70.4		202.5		206.4
Restructuring charges		1.0		0.4		5.5		3.0
Income from operations		29.8		18.6		76.5		41.0
Interest expense, net		(4.0)		(5.6)		(13.8)		(23.7)
Other income, net		—		1.6		—		1.6
Income before income taxes		25.8		14.6		62.7		18.9
Income tax expense		(9.5)		(4.6)		(23.4)		(5.8)
Equity in earnings from joint ventures, net of tax		(1.3)		(0.4)		(3.5)		(0.4)
Net income		15.0		9.6		35.8		12.7
Preferred stock dividends		(1.0)		(1.0)		(3.0)		(3.0)
Net income less preferred stock dividends		14.0		8.6		32.8		9.7
Income allocated to participating securities		(0.7)		(0.4)		(1.5)		(0.4)
Net income available to common stockholders	$	13.3	$	8.2	$	31.3	$	9.3

Earnings per share:
Basic earnings per share	$	0.21	$	0.12	$	0.49	$	0.13
Diluted earnings per share	$	0.21	$	0.12	$	0.49	$	0.13
Weighted average common shares outstanding:
Basic		62.6		70.5		63.5		71.7
Diluted		63.4		70.9		64.0		72.4

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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DigitalGlobe, Inc.

Unaudited Condensed Consolidated Balance Sheets


	September 30,		December 31,
(in millions, except par value)	2016		2015
ASSETS
Current Assets:
Cash and cash equivalents	$	87.9	$	126.1
Restricted cash		2.4		3.6
Accounts receivable, net of allowance for doubtful accounts of $1.7 and $2.8, respectively		104.5		90.8
Deferred contract costs		12.1		13.5
Prepaid and other current assets		20.7		17.4
Total current assets		227.6		251.4
Property and equipment, net of accumulated depreciation of $1,334.3 and $1,179.4, respectively		2,027.3		2,080.2
Goodwill		484.1		484.1
Intangible assets, net of accumulated amortization of $35.8 and $29.6, respectively		26.7		32.9
Long-term restricted cash		5.0		4.3
Long-term deferred contract costs		49.7		47.1
Other assets		23.5		13.2
Total assets	$	2,843.9	$	2,913.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	8.3	$	3.9
Current portion of long-term debt		5.5		5.5
Deferred revenue		86.0		80.3
Other accrued liabilities		53.4		64.4
Total current liabilities		153.2		154.1
Long-term debt, net of discount and debt issuance costs		1,104.4		1,104.4
Deferred revenue, non-current		233.2		284.0
Deferred income taxes, net, non-current		112.8		86.4
Other liabilities		35.1		36.2
Total liabilities	$	1,638.7	$	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 September 30, 2016 and December 31, 2015		—		—
Common stock; $0.001 par value; 250.0 shares authorized; 76.9 shares issued and 62.4 shares outstanding at September 30, 2016 and 76.6 shares issued and 67.4 shares outstanding at December 31, 2015		0.2		0.2
Treasury stock, at cost; 14.5 shares at September 30, 2016 and 9.2 shares at December 31, 2015		(312.5)		(225.8)
Additional paid-in capital		1,511.8		1,502.8
Retained earnings (accumulated deficit)		5.7		(29.1)
Total stockholders’ equity		1,205.2		1,248.1
Total liabilities and stockholders’ equity	$	2,843.9	$	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 nine months ended
	September 30,
(in millions)	2016		2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	35.8	$	12.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		202.5		206.4
Stock-based compensation expense, net of capitalized stock-based compensation expense		12.9		14.2
Amortization of aerial image library, deferred contract costs and lease incentive		12.3		12.3
Deferred income taxes		23.4		5.1
Excess tax benefit from share-based compensation		(0.2)		(1.3)
Amortization of debt issuance costs, accretion of debt discount, and other		10.2		3.8
Changes in working capital:
Accounts receivable, net		(13.7)		46.2
Deferred contract costs		(13.1)		(13.1)
Other current and non-current assets		(10.2)		2.5
Accounts payable		2.3		(1.8)
Accrued liabilities		(2.4)		5.8
Deferred revenue		(45.1)		(55.3)
Net cash flows provided by operating activities		214.7		237.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction in progress additions		(154.6)		(97.9)
Property and equipment additions		(0.2)		(2.5)
Proceeds from sale of property		3.0		—
Decrease (increase) in restricted cash		0.5		(0.9)
Investment in joint venture		(10.0)		(5.0)
Net cash flows used in investing activities		(161.3)		(106.3)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt and capital lease obligations		(4.7)		(4.6)
Repurchase of common stock		(86.4)		(100.5)
Proceeds from exercise of stock options		2.3		5.4
Preferred stock dividend payment		(3.0)		(3.0)
Excess tax benefit from share-based compensation		0.2		1.3
Net cash flows used in financing activities		(91.6)		(101.4)
Net (decrease) increase in cash and cash equivalents		(38.2)		29.8
Cash and cash equivalents, beginning of period		126.1		117.8
Cash and cash equivalents, end of period	$	87.9	$	147.6

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, net of capitalized amounts of $40.1 and $28.2, respectively		11.5		22.6
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Changes to non-cash property, equipment and construction in progress accruals, including interest		9.4		1.3
Non-cash preferred stock dividend accrual		(1.0)		(1.0)

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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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 nine month period ended September 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 period amounts have been reclassified to conform to the current period 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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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			This 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)		This 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 retrospective or modified retrospective (cumulative effect) adoption methods. In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 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)		This 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 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 Company is planning to adopt ASU 2016-09 on January 1, 2017, and does not expect the standard to have a material impact on our consolidated financial statements and related disclosures.

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NOTE 3. Property and Equipment

Property and equipment consisted of the following:


	Depreciable Life
(in millions)	(in years)			September 30, 2016		December 31, 2015
Satellites	9	–	13	$	1,797.7	$	1,797.7
Construction in progress		–			922.2		815.3
Computer equipment and software	3	–	12		483.0		470.5
Machinery and equipment, including ground terminals		5			103.3		110.6
Furniture, fixtures and other	3	–	7		54.9		58.9
Land and buildings		34			0.5		6.6
Total property and equipment					3,361.6		3,259.6
Accumulated depreciation					(1,334.3)		(1,179.4)
Property and equipment, net				$	2,027.3	$	2,080.2

Depreciation expense for property and equipment, inclusive of losses on disposals of assets, was $62.6 million and $67.9 million for the three months ended September 30, 2016 and 2015, respectively, and $196.3 million and $198.8 million for the nine months ended September 30, 2016 and 2015, respectively.

Satellite Constellation

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


		September 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	$	(155.3)	$	56.5	$	211.8	$	(123.6)	$	88.2
WorldView-1	13.0		473.2		(363.4)		109.8		473.2		(343.4)		129.8
WorldView-2	13.0		463.2		(263.8)		199.4		463.2		(239.8)		223.4
WorldView-3	11.5		649.5		(113.0)		536.5		649.5		(70.6)		578.9
Satellites, net		$	1,797.7	$	(895.5)	$	902.2	$	1,797.7	$	(777.4)	$	1,020.3

NOTE 4. Goodwill and Intangible Assets

There have been no changes in our goodwill of $484.1 million from December 31, 2015 to September 30, 2016.

Intangible assets consisted of the following:


				September 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	$	(20.2)	$	7.0	$	27.2	$	(16.2)	$	11.0
Customer relationships	10	–	12		27.0		(7.7)		19.3		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	$	(35.8)	$	26.7	$	62.5	$	(29.6)	$	32.9

Intangible asset amortization expense was $2.0 million and $2.5 million for the three months ended September 30, 2016 and 2015, respectively, and $6.2 million and $7.6 million for the nine months ended September 30, 2016 and 2015, respectively.

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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	$	2.0
2017		7.7
2018		2.9
2019		2.5
2020		2.5
Thereafter		9.1
Total	$	26.7

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 September 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 September 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)	September 30, 2016		December 31, 2015
Term Loan due February 1, 2020	$	530.8	$	534.9
Senior Notes due February 1, 2021		600.0		600.0
Total borrowings		1,130.8		1,134.9
Less: unamortized discounts and issuance costs		(20.9)		(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 September 30, 2016:


(in millions)	Amount
Remainder of 2016	$	1.4
2017		5.5
2018		5.5
2019		5.5
2020		512.9
Thereafter		600.0
Total	$	1,130.8

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Interest expense, net consisted of the following:


	For the three months ended				For the nine months ended
	September 30,				September 30,
(in millions)	2016		2015		2016		2015
Interest	$	14.5	$	13.1	$	43.4	$	39.2
Accretion of debt discount, debt issuance cost amortization and line of credit fees		2.0		1.8		6.0		5.4
Capitalized interest		(12.4)		(9.2)		(35.3)		(20.7)
Interest expense	$	4.1	$	5.7	$	14.1	$	23.9
Interest income		(0.1)		(0.1)		(0.3)		(0.2)
Interest expense, net	$	4.0	$	5.6	$	13.8	$	23.7

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 $1,124.8 million and $1,028.2 million at September 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 September 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		225.0		42.2		—		58.5		46.5		372.2
Deferred revenue recognized		(252.9)		(45.4)		(11.4)		(62.6)		(45.0)		(417.3)
September 30, 2016	$	145.0	$	65.7	$	62.3	$	37.4	$	8.8	$	319.2

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)
September 30, 2016	$	—	$	—	$	—	$	—

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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		3.2		—		5.3
Cash payments		(2.4)		(3.2)		—		(5.6)
September 30, 2016	$	0.1	$	—	$	—	$	0.1

NOTE 9. Other Accrued Liabilities

Other accrued liabilities consisted of the following:


	September 30,		December 31,
(in millions)	2016		2015
Compensation and other employee benefits	$	24.2	$	13.9
Construction in progress accruals		3.8		8.3
Accrued interest		5.3		13.4
Other accrued expense		20.1		28.8
Total	$	53.4	$	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 nine months ended September 30, 2016 were 36.8% and 37.3%, 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 nine months ended September 30, 2016, the Company awarded 1.4 million unvested restricted stock units at an average grant date fair value of $15.72 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 nine months ended September 30, 2016.

Stock-based compensation expense, net of amounts capitalized to assets under construction, was $4.6 million and $4.7 million during the three months ended September 30, 2016 and 2015, respectively, and $12.9 million and $14.2 million during the nine months ended September 30, 2016 and 2015, respectively.

As of September 30, 2016, unrecognized compensation expense related to unvested restricted stock awards and units, including those subject to service, performance and market vesting conditions, was $30.5 million, net of estimated forfeitures, to be recognized over a weighted-average remaining vesting period of 2.5 years.

As of September 30, 2016, the number of options outstanding and exercisable were 1.4 million at a weighted-average exercise price of $20.69 per share.

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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 September 30, 2016, the Company repurchased 364,226 shares at an average purchase price of $26.30 per share, for a total of $9.6 million. For the nine months ended September 30, 2016, the Company repurchased 5,363,305 shares at an average purchase price of $16.11 per share, for a total of $86.4 million. As of September 30, 2016, we have repurchased a total of 14,326,091 shares at an average purchase price of $21.36, for a total of $306.0 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 September 30, 2016 and 2015, and $3.0 million during each of the nine months ended September 30, 2016 and 2015.

Comprehensive Income

For the three and nine months ended September 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				Nine months ended
	September 30,				September 30,
(in millions, except per share data)	2016		2015		2016		2015
Net income	$	15.0	$	9.6	$	35.8	$	12.7
Preferred stock dividends		(1.0)		(1.0)		(3.0)		(3.0)
Net income less preferred stock dividends		14.0		8.6		32.8		9.7
Income allocated to participating securities		(0.7)		(0.4)		(1.5)		(0.4)
Net income available to common stockholders	$	13.3	$	8.2	$	31.3	$	9.3
Basic weighted average number of common shares outstanding		62.6		70.5		63.5		71.7
Assuming exercise of stock options and restricted shares		0.8		0.4		0.5		0.7
Diluted weighted average number of common shares outstanding		63.4		70.9		64.0		72.4
Earnings per share:
Basic	$	0.21	$	0.12	$	0.49	$	0.13
Diluted	$	0.21	$	0.12	$	0.49	$	0.13

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 nine month periods ended September 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 1.2 million and 3.0 million for the three month periods ended September 30, 2016 and 2015, respectively, and 1.9 million and 2.8 million for the nine month periods ended September 30, 2016 and 2015, respectively.

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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 $7.4 million and $9.3 million in products and services to the joint venture for the nine months ended September 30, 2016 and 2015, respectively. Amounts owed to the Company by the joint venture at September 30, 2016 and December 31, 2015 were $3.2 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. The Company provided $7.5 million in equity financing to the joint venture during the first quarter of 2016 and provided 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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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 nine months ended
	September 30,				September 30,
(in millions)	2016		2015		2016		2015
U.S. Government	$	114.5	$	111.0	$	336.7	$	338.9
Diversified Commercial		67.3		62.3		196.0		181.8
Total	$	181.8	$	173.3	$	532.7	$	520.7

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 nine months ended
	September 30,				September 30,
(in millions)	2016		2015		2016		2015
U.S.	$	131.3	$	123.2	$	379.4	$	376.9
International		50.5		50.1		153.3		143.8
Total	$	181.8	$	173.3	$	532.7	$	520.7

NOTE 17. Subsequent Events

We evaluate subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. We identified the following as a non-recognized subsequent event:

In October 2016, the Company entered into a definitive agreement to acquire The Radiant Group, Inc., a leading provider of geospatial solutions to the U.S. intelligence community, from Aston Capital for $140 million. The transaction, which is expected to be completed in the fourth quarter of 2016, is subject to the satisfaction of customary closing conditions, including the receipt of requisite regulatory approvals.

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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 risks and uncertainties related to the Radiant Group acquisition include the possibility that satisfaction of the closing conditions to the planned acquisition may be delayed or may not be satisfied or waived; potential loss of key employees and customers of the acquired business; difficulties managing and integrating operations; exposure to unanticipated costs or liabilities resulting from the acquisition; and any changes in general economic and/or industry-specific conditions. 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 7.3 billion square kilometers of imagery, an area the equivalent of 49 times the landmass of the earth, accumulated since 1999. As of September 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 September 30, 2016, we have repurchased a total of 14,326,091 shares at an average purchase price of $21.36, for a total of $306.0 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	$	7.5	$	1.0	$	8.5
Other re-engineering charges		5.2		1.3		6.5
Total	$	12.7	$	2.3	$	15.0

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Recent Satellite Developments

The Company has one satellite classified as construction in progress, WorldView-4, which it intends to launch in early November 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 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 early 2019.

Acquisitions

In October 2016, the Company entered into a definitive agreement to acquire The Radiant Group, Inc., a leading provider of geospatial solutions to the U.S. intelligence community, from Aston Capital for $140 million. Upon completing the transaction, DigitalGlobe will be positioned to better support key national security missions at scale with an expanded portfolio of advanced capabilities that extend across the geospatial intelligence value chain. The transaction, which is expected to be completed in the fourth quarter of 2016, is subject to the satisfaction of customary closing conditions, including the receipt of requisite regulatory approvals.

In October 2016, we also acquired a small data science firm, Timbrio, Inc., to accelerate growth in our Geospatial Big Data platform.

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 nine months ended
	September 30,							September 30,
(in millions)	2016		2015		% Change			2016		2015		% Change
U.S. Government revenue	$	114.5	$	111.0		3.2	%	$	336.7	$	338.9		(0.6)	%
Diversified Commercial revenue		67.3		62.3		8.0			196.0		181.8		7.8
Total revenue		181.8		173.3		4.9			532.7		520.7		2.3
Cost of revenue, excluding depreciation and amortization		39.9		34.3		16.3			112.5		110.8		1.5
Selling, general and administrative		46.5		49.6		(6.3)			135.7		159.5		(14.9)
Depreciation and amortization		64.6		70.4		(8.2)			202.5		206.4		(1.9)
Restructuring charges		1.0		0.4		150.0			5.5		3.0		83.3
Income from operations		29.8		18.6		60.2			76.5		41.0		86.6
Interest expense, net		(4.0)		(5.6)		(28.6)			(13.8)		(23.7)		(41.8)
Other income, net		—		1.6		*			—		1.6		*
Income before income taxes		25.8		14.6		76.7			62.7		18.9		231.7
Income tax expense		(9.5)		(4.6)		106.5			(23.4)		(5.8)		303.4
Equity in earnings from joint ventures, net of tax		(1.3)		(0.4)		225.0			(3.5)		(0.4)		*
Net income	$	15.0	$	9.6		56.3	%	$	35.8	$	12.7		181.9	%

* 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 nine months ended
	September 30,				September 30,
	2016		2015		2016		2015
U.S. Government revenue	63.0	%	64.1	%	63.2	%	65.1	%
Diversified Commercial revenue	37.0		35.9		36.8		34.9
Total revenue	100.0		100.0		100.0		100.0
Cost of revenue, excluding depreciation and amortization	21.9		19.8		21.1		21.3
Selling, general and administrative	25.6		28.6		25.5		30.6
Depreciation and amortization	35.5		40.6		38.0		39.6
Restructuring charges	0.6		0.3		1.0		0.6
Income from operations	16.4		10.7		14.4		7.9
Interest expense, net	(2.2)		(3.2)		(2.6)		(4.5)
Other income, net	—		0.9		—		0.2
Income before income taxes	14.2		8.4		11.8		3.6
Income tax expense	(5.2)		(2.7)		(4.4)		(1.1)
Equity in earnings from joint ventures, net of tax	(0.7)		(0.2)		(0.7)		(0.1)
Net income	8.3	%	5.5	%	6.7	%	2.4	%

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 nine months ended
	September 30,							September 30,
(in millions)	2016		2015		% Change			2016		2015		% Change
U.S. Government Revenue:
EnhancedView SLA	$	84.3	$	84.3		—	%	$	252.9	$	252.9		—	%
Other revenue and value-added services		26.4		22.9		15.3			72.4		74.6		(2.9)
Amortization of pre-FOC payments related to NextView		3.8		3.8		—			11.4		11.4		—
Total	$	114.5	$	111.0		3.2	%	$	336.7	$	338.9		(0.6)	%

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 increased $3.5 million, or 3.2%, for the three months ended September 30, 2016, compared to the three months ended September 30, 2015, due to an increase in other revenue and value-added services driven by increased demand for our analytic value-added products and services.

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U.S. Government revenue decreased $2.2 million, or 0.6% for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, due to a decrease in other revenue and value-added services primarily driven by a decrease in non-cash amortization of Global EGD deferred revenue, partially offset by increased demand for our analytic value-added products and services.

Diversified Commercial


	For the three months ended							For the nine months ended
	September 30,							September 30,
(in millions)	2016		2015		% Change			2016		2015		% Change
Diversified Commercial Revenue:
DAP	$	30.3	$	28.9		4.8	%	$	92.0	$	85.1		8.1	%
Other diversified commercial		37.0		33.4		10.8			104.0		96.7		7.5
Total	$	67.3	$	62.3		8.0	%	$	196.0	$	181.8		7.8	%

U.S. and International Sales:
U.S.	$	16.8	$	12.2		37.7	%	$	42.7	$	38.0		12.4	%
International		50.5		50.1		0.8			153.3		143.8		6.6
Total	$	67.3	$	62.3		8.0	%	$	196.0	$	181.8		7.8	%

Reseller and Direct Sales:
Direct	$	50.3	$	44.2		13.8	%	$	146.7	$	133.1		10.2	%
Resellers		17.0		18.1		(6.1)			49.3		48.7		1.2
Total	$	67.3	$	62.3		8.0	%	$	196.0	$	181.8		7.8	%

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 increased $5.0 million, or 8.0%, and $14.2 million, or 7.8%, for the three and nine months ended September 30, 2016, respectively, compared to the three and nine months ended September 30, 2015, respectively. Other diversified commercial revenue increased primarily due to timing of image deliveries and strength in our other defense and intelligence imagery sales, partially offset by a decrease in sales to energy customers driven by weakness in oil and gas commodity prices. DAP revenue increased primarily due to the timing of access minute consumption and contract renewals, along with increased demand for capacity on our WorldView-3 satellite.

Expenses

Cost of Revenue

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


	For the three months ended						For the nine months ended
	September 30,						September 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Labor and labor-related costs	$	20.3	$	14.3	42.0	%	$	59.0	$	47.6	23.9	%
Facilities, subcontracting and equipment costs		16.0		15.8	1.3			43.9		51.5	(14.8)
Consulting and professional fees		0.8		1.4	(42.9)			2.3		3.8	(39.5)
Other direct costs		2.8		2.8	—			7.3		7.9	(7.6)
Total	$	39.9	$	34.3	16.3	%	$	112.5	$	110.8	1.5	%

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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 increased $5.6 million, or 16.3%, and $1.7 million, or 1.5%, for the three and nine months ended September 30, 2016, respectively, compared to the three and nine months ended September 30, 2015, respectively. Labor and labor-related costs increased due to an increase in incentive compensation due to improved company performance, in addition to higher non-capital employee headcount in anticipation of the launch and operation of WorldView-4. During the prior year, year-to-date incentive compensation was reduced to reflect lower than expected full year revenue growth. For the nine months ended September 30, 2016, facilities, subcontracting and equipment costs decreased primarily as a result of procurement savings on various operating expenses and from our re-engineering and restructuring efforts.

Selling, General and Administrative

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


	For the three months ended						For the nine months ended
	September 30,						September 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Labor and labor-related costs	$	27.7	$	26.2	5.7	%	$	80.2	$	91.0	(11.9)	%
Consulting and professional fees		7.7		8.9	(13.5)			19.6		26.1	(24.9)
Rent and facilities		3.0		4.2	(28.6)			10.1		12.2	(17.2)
Computer hardware and software		2.8		3.7	(24.3)			8.8		11.1	(20.7)
Satellite insurance		2.3		2.8	(17.9)			6.9		8.8	(21.6)
Other		3.0		3.8	(21.1)			10.1		10.3	(1.9)
Total	$	46.5	$	49.6	(6.3)	%	$	135.7	$	159.5	(14.9)	%

Selling, general, and administrative expenses decreased $3.1 million, or 6.3%, for the three months ended September 30, 2016, compared to the three months ended September 30, 2015, primarily as a result of our re-engineering and restructuring efforts. Labor and labor-related costs increased primarily due to an increase in incentive compensation due to improved company performance . During the prior year, year-to-date incentive compensation was reduced to reflect lower than expected full year revenue growth.

Selling, general, and administrative expenses decreased $23.8 million, or 14.9%, for the nine months ended September 30, 2016, compared to the nine months ended September 30, 2015. Labor and labor-related costs decreased primarily due to lower headcount in connection with our restructuring efforts, partially offset by an increase in incentive compensation due to improved company performance . Consulting and professional fees decreased primarily from our re-engineering efforts.

Restructuring Charges


	For the three months ended						For the nine months ended
	September 30,						September 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Restructuring charges	$	1.0	$	0.4	150.0	%	$	5.5	$	3.0	83.3	%

In 2015, the Company initiated two restructuring plans intended to improve our operational efficiency by reducing our global headcount and rationalizing our real estate footprint. We completed the first plan in the first quarter of 2016. We expect to complete the second plan and realize the benefits from our efforts by the end of the fourth quarter of 2016. Restructuring charges incurred during the three and nine month periods ended September 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.

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Interest Expense, net


	For the three months ended						For the nine months ended
	September 30,						September 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Interest expense, net	$	(4.0)	$	(5.6)	(28.6)	%	$	(13.8)	$	(23.7)	(41.8)	%

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 $12.4 million, decreased $1.6 million for the three months ended September 30, 2016. Interest expense, net of capitalized interest of $35.3 million, decreased $9.9 million for the nine months ended September 30, 2016 primarily as a result of 71.5% of our interest being capitalized to capital projects during the nine months ended September 30, 2016 compared to 46.4% during the nine months ended September 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 nine months ended
	September 30,						September 30,
(in millions)	2016		2015		% Change		2016		2015		% Change
Income tax expense	$	(9.5)	$	(4.6)	106.5	%	$	(23.4)	$	(5.8)	*

Income tax expense increased $4.9 million and $17.6 million for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015, primarily due to higher current year pre-tax income and certain discrete items.

Backlog

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


	Backlog
(in millions)	Next 12 Months		Life of Contracts
Total Backlog	$	556.5	$	1,937.7

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 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.

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.

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Balance Sheet Measures

Total assets decreased $69.3 million, or 2.4%, from December 31, 2015 to September 30, 2016, primarily driven by a $52.9 million decrease in property, plant and equipment, net, as a result of current year depreciation, partially offset by costs incurred related to the construction of WorldView-4. Cash and cash equivalents decreased $38.2 million primarily as a result of capital expenditures related to WorldView-4 and our share repurchase program.

Total liabilities decreased $26.4 million, or 1.6%, from December 31, 2015 to September 30, 2016, primarily due to a $45.1 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 $26.4 million due to income tax expense recognized in the current year.

Liquidity and Capital Resources

As of September 30, 2016, we had $87.9 million in cash and cash equivalents and $150.0 million available for borrowing under our Revolving Credit Facility. At September 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:


	Nine months ended September 30,
(in millions)	2016		2015
Net income	$	35.8	$	12.7
Non-cash items		261.1		240.5
Changes in working capital		(82.2)		(15.7)
Net cash provided by operating activities		214.7		237.5
Net cash used in investing activities		(161.3)		(106.3)
Net cash used in financing activities	$	(91.6)	$	(101.4)

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 $22.8 million, or 9.6%, from the nine months ended September 30, 2015 to the nine months ended September 30, 2016, primarily due to a net decrease in cash from changes in working capital, which was driven by accounts receivable and other current and non-current assets, partially offset by increased net income adjusted for non-cash items, including depreciation and amortization.

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.

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During the nine months ended September 30, 2016, we incurred $154.8 million in capital expenditures, which includes capitalized interest of $40.1 million. Cash used in investing activities increased $55.0 million, or 51.7%, from the nine months ended September 30, 2015 to the nine months ended September 30, 2016, primarily due to capital expenditures, including launch insurance, 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 decreased $9.8 million, or 9.7% from the nine months ended September 30, 2015 to the nine months ended September 30, 2016, primarily as a result of decreased 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 nine months ended
	September 30,				September 30,
(in millions)	2016		2015		2016		2015
Net income	$	15.0	$	9.6	$	35.8	$	12.7
Depreciation and amortization		64.6		70.4		202.5		206.4
Interest expense, net		4.0		5.6		13.8		23.7
Income tax expense		9.5		4.6		23.4		5.8
EBITDA		93.1		90.2		275.5		248.6
Restructuring charges		1.0		0.4		5.5		3.0
Other re-engineering charges		2.2		2.5		3.8		2.9
Joint venture losses, net		1.3		0.4		3.5		0.4
Gain on disposition of subsidiary		—		(1.6)		—		(1.6)
Adjusted EBITDA	$	97.6	$	91.9	$	288.3	$	253.3

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 and the gain on subsidiary disposition because these are non-core items that are 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 nine months ended
	September 30,
(in millions)	2016		2015
Net cash flows provided by operating activities	$	214.7	$	237.5
Net cash flows used in investing activities		(161.3)		(106.3)
Investment in joint venture		10.0		5.0
Free cash flow	$	63.4	$	136.2

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 September 30, 2016.

Contractual Obligations

As of September 30, 2016, there were no material changes outside the ordinary course of business 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 September 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 September 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 September 30, 2016, we have repurchased 14,326,091 shares at an average purchase price of $21.36, for a total of $306.0 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 September 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)
July 1, 2016 to July 31, 2016	—		—
August 1, 2016 to August 31, 2016	—		—
September 1, 2016 to September 30, 2016	364,226		26.30
Total	364,226	$	26.30	14,326,091	$	29,311,423

(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: October 25, 2016		/s/Gary W. Ferrera
		Gary W. Ferrera
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: October 25, 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 P00031 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.2#

Modification P00032 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.3#

Modification P00033 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.4#

Modification P00034 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

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 September 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.

† Furnished herewith.

Exhibit 10.1

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

UNCLASSIFIED


AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT					1. CONTRACT ID CODE	PAGE OF PAGES
						1 \| 6
2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.					5. PROJECT NO. (If applicable)
P00031		See Block 16C	See Schedule
6. ISSUED BY	CODE	[REDACTED]	7. ADMINISTERED BY (If other than Item 6)				CODE	[REDACTED]
[REDACTED]			[REDACTED]
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Codt) DIGITALGLOBE, INC. 1300 W 120TH AVENUE WESTMINSTER CO 80234				9A. AMENDMENT OF SOLICITATION NO.
				9B. DATED (SEE ITEM 11)
			x	10A. MODIFICATION OF CONTRACT/ORDER NO. 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 solicitation 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 solicitation or as amended, by one of the following methods: (a) By completing

Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By

separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER If by

virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes

reference to the solicitation and this amendment and is received prior to the opening hour and date specified.


12. ACCOUNTING AND APPROPRIATION DATA(If required) 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 ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A
	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X	D. OTHER (Specify type of modification and authority) Admin Change IAW FAR 43.103(b) and Incremental Funding IAW Paragraph B.10 and B.16
E. IMPORTANT:	Contractor ☒ is not. ☐ is required to sign this document and return copies 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 (1) Provide incremental funding in the amount of [**REDACTED**] under CLIN 0501, Service Level Agreement, fully funding this CLIN; (2) Provide incremental funding in the amount of [**REDACTED**] under CLIN 0506, System Engineering Services Support; and (3) Update Paragraph G.2, NGA: 5X52.232-9000, Submission Of Invo ice-Federal Payment Center (FPC) to add information for submitting invoices and completing receiving reports via email. Total funding obligated under the contract increases by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The total value of the contract remains unchanged. Accordingly, the contract is modified as follows:

C ontinued ...

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 1OA, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print) [REDACTED]	15C. DATE SIGNED [REDACTED]	16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) [REDACTED]	16.C. DATE SIGNED [REDACTED]
15B CONTRACTOR/OFFEROR [REDACTED]		16B. UNITED STATES OF AMERICA [REDACTED]

(Signature of person authorized to sign)		(Signature of Contracting Officer)

NSN 7540-01 -152-8070B
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/P00031

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.7 Total Contract Price/Total Contract Funding (change pages 22 and 23 are attached hereto):

a. Under CLIN 0501, the Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum Total Price is unchanged.

b. Under CLIN 0506, the Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum Total Price column unchanged.

c. Under Subtotal Contract Year 6, the Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum Total Price column is unchanged.

d. Under Total Contract Value with Options, the Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum Total Price column is unchanged.

2. Under Section G, Contract Administration Data,

a. Under Paragraph G.2, NGA: 5X52.232-9000, SUBMISSION OF INVOICE-FEDERAL PAYMENT CENTER (FPC)(MAR 2013) is replaced in its entirety to read as follows (see change pages 19 and 32 attached hereto):

NGA: 5X52.232-9000 SUBMISSION OF INVOICE-FEDERAL PAYMENT CENTER (FPC)(OCT 2015)

(a) The contractor shall prepare each invoice in accordance with the Prompt Payment Act and either fax or email one copy of the invoice to the [**REDACTED**] toll free at fax

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/P00031

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

[**REDACTED**] or [**REDACTED**] ; or

email [**REDACTED**] .

The [**REDACTED**] at [**REDACTED**] requires a fax or email copy, but will accept a hard copy that is mailed to Federal Payment Center, [**REDACTED**] .

(b) At the same time of submission of the invoice to the FPC vendor pay office, the contractor shall fax or email one copy to [ ENTER CO's NAME, UNCLASSIFIED EMAIL ADDRESS and FAX NUMBER], and one copy to [ ENTER THE COR's NAME , UNCLASSIFIED

EMAIL ADDRESS AND FAX NUMBER]. The contractor shall ensure that the invoice submitted to the payment office is the same invoice that is submitted to the CO and COR, without alteration.

(c) Upon receipt of the invoice, the COR will complete the receiving report and submit it to [**REDACTED**] via classified email to [**REDACTED**] (if available) or unclassified email to [**REDACTED**] . A copy of the completed receiving report shall also be provided to the Contracting Officer shown on the face of this contract/order.

(d) Contractors wishing to check the payment status of their vouchers may do so by calling FPC Vendor Support at [**REDACTED**] . In addition, questions may be directed to the Contracting Officer's Representative (COR). In the absence of a COR, contact the Procurement Contracting Officer (PCO), whose name and contact information appear on the face page of this contract/order. (End of Clause)

b. Under Paragraph G.6, Accounting and Appropriation Data, the table is revised to reflect the [**REDACTED**] obligated under CLIN 0501 SubCLIN 050103 and the [**REDACTED**] obligated under CLIN 0506 SubCLIN 050604. See change page 34a attached hereto.

Discount Terms:

Net 30

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/P00031

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Payment:

[**REDACTED**]

FOB: Destination

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

Change Item 0501 to read as follows(amount shown is the obligated amount):

0501

Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity). Firm Fixed Price $300,000,000.00 CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES

Requisition No: NS38G85099AS13

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

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

Change Item 050103 to read as follows(amount shown is the obligated amount):

[**REDACTED**]

050103

Commercial Satellite Imagery - SLA Funding. CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**]

Product/Service Code: 7640

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

Requisition No: NS38G85280AS01, NS38G86008AS07, NS38G86028AS25, NS38G86042AS26, NSX8G86082AS28, NSX8G86111AS29

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**] Accounting Info:

[**REDACTED**]

Continued ...

[**REDACTED**]


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/P00031

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Funded: [**REDACTED**]

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

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

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

0506

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 050604 as follows:

[**REDACTED**]

050604

System Engineering Services Support. Funding for RDT&E task(s) as directed

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: NSX8G16116AS32

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

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

[**REDACTED**]

G-1 Accounting and Appropriation Data

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/P00031

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO. (A)	SUPPLIES/SERVICES (B)		QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
	[REDACTED]	[REDACTED]				Amount
	[REDACTED]	[REDACTED]				[REDACTED]
		[REDACTED]
		[REDACTED]
		[REDACTED]
		[REDACTED]
		[REDACTED]
		[REDACTED]
	[REDACTED]	[REDACTED]				[REDACTED]
		[REDACTED]
		Total:				[REDACTED]


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

UNCLASSIFIED

HM0210-13-C-N002-P00031

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1


F.6	(U) PLACE OF DELIVERY...................................................................................................................................................................................	30
F.7	(U) DATA DELIVERABLE.....................................................................................................................................................................................	30
(U) SECTION G - Contract Administration Data.....................................................................................................................................................		31
G.1	(U) AUTHORITY AND DESIGNATION OF A CONTRACTING OFFICER’S REPRESENTATIVE (COR) .......................................................................................	31
G.2	(U) NGA: 5X52.232-9000, SUBMISSION OF INVOICE-FEDERAL PAYMENT CENTER (FPC)( OCT 2015 ).................................................................................	32
G.3	(U) NGA: GOVERNMENT REPRESENTATIVE (SEP 2003)...........................................................................................................................................	32
G.4	(U) NGA: CONTRACT ADMINISTRATION (SEP 2003)(MOD).......................................................................................................................................	32
G.5	(U) NGA: PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (SEP 2003).........................................................................	33
G.6	(U) ACCOUNTING AND APPROPRIATION DATA.....................................................................................................................................................	33
(U) SECTION H - Special Contract Requirements.....................................................................................................................................................		35
H.1	(U) NGA: 5X52.209-9003 PROTECTION OF INFORMATION AND NONDISCLOSURE AGREEMENTS (JULY 2006)...................................................................	35
H.2	(U) NGA: 5X52.37-9000 CONTRACTOR EMPLOYEE DATA FOR ACCESS TO NGA FACILITIES OR SENSITIVE SYSTEMS (OCT 2005)...............................................	36
H.3	(U) NGA: 5X45.592-9000 GOVERNMENT-FURNISHED LIMITED DISTRIBUTION MATERIALS (JUNE 2004).........................................................................	37
H.4	(U) NGA: KEY PERSONNEL (SEP 2003) (MODIFIED).................................................................................................................................................	38
H.5	(U) NGA: DISCLAIMER STATEMENT (SEP 2003).....................................................................................................................................................	39
H.6	(U) NGA: 5X52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL, AND INITIALS (JUNE 2006) ...................................................................................	39
H.7	(U) ORDERING PROCEDURES (CLIN Series 0x04) ...................................................................................................................................................	39
H.8	(U) NGA: 5X252.204-7000-90 PUBLIC RELEASE OF INFORMATION (APR 2004) ...........................................................................................................	40
H.9	(U) NON-PUBLICITY.........................................................................................................................................................................................	40
H.10	(U) NGA: INSURANCE (SEP 2003) .......................................................................................................................................................................	41
H.11	(U) NGA: PERFORMANCE OF WORK ON GOVERNMENT PREMISES (SEP 2003).............................................................................................................	41
H.12	(U) NGA: INTENTION TO USE CONSULTANTS (SEP 2003) .........................................................................................................................................	41
H.13	(U) NGA: 5X45.102-9000 GOVERNMENT FURNISHED ACCOUNTABLE PROPERTY (MAY 2003) .......................................................................................	41
H.14	(U) NGA: 5X52.227-9001 ACTIVITIES THAT AFFECT U.S. PERSONS (DEC 2004) .............................................................................................................	43
H.15	(U) NGA: 5X52.207-9000 DOD BASE REALIGNMENT AND CLOSURE (APR 2008) .........................................................................................................	43
H.16	(U) NGA: 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS, DELAYED ARRIVAL OR EARLY RELEASE OF FEDERAL EMPLOYEES (APRIL 2013)...........................	43
H.17	(U) SECURITY REQUIREMENTS - CONTRACT CLASSIFICATION...................................................................................................................................	44
H.18	(U) ORGANIZATIONAL CONFLICT OF INTEREST.....................................................................................................................................................	44
H.19	(U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING.....................................................................................................................................	44
H.20	(U) WARRANTY...............................................................................................................................................................................................	45
H.21	(U) EXPORT CONTROL AND ASSIGNMENT OF PERSONNEL.......................................................................................................................................	45
H.22	(U) EMERGENCIES, DISASTERS, AND HUMANITARIAN EFFORTS...............................................................................................................................	45
H.23	(U) NextView IMAGERY END USER LICENSE AGREEMENT.......................................................................................................................................	46
H.24	(U) EXERCISE OF OPTIONS.................................................................................................................................................................................	46
H.25	(U) PERMANENT WITHHOLD.............................................................................................................................................................................	47
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED] ...................................................................................................................................................................................	48
H.33	(U) GEOEYE-1 AND GEOEYE-2 SATELLITE GOVERNMENT FURNISHED EQUIPMENT AND NGA SPONSORSHIP...................................................................	49
H.34	(U) NGA: 5X52.242-9002 GOVERNMENT SHUTDOWN, FURLOUGH OF GOVERNMENT PERSONNEL AND CLOSURE OF NGA FACILITIES (APRIL 2013).................	50
H.35	(U) SPECIAL TERMS AND CONDITIONS FOR INTERIM PAYMENTS, LINE ITEM 0408 - MILESTONE EVENT AND AMOUNT.......................................................	50
(U) SECTION I - Contract Clauses.........................................................................................................................................................................		50

Contract Page 19 of 64

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WHEN SEPARATED FROM ATTACHMENT 1

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		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-P00031

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

B.9 (U) CONTRACT TYPE

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

(U) OPTION PERIODS

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

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

This Table is UNCLASSIFIED
Options: Contract Years 2 through 10
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
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WHEN SEPARATED FROM ATTACHMENT 1

HM0210-13-C-N002-P00031

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

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

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

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

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

G.2 (U) NGA: 5X52.232-9000 SUBMISSION OF INVOICE-FEDERAL PAYMENT CENTER (FPC)(OCT 2015)

(a) The contractor shall prepare each invoice in accordance with the Prompt Payment Act and either fax or email one copy of the invoice to the [**REDACTED**] toll free at fax [**REDACTED**] or [**REDACTED**] ; or email [**REDACTED**] . The [**REDACTED**] at [**REDACTED**] requires a fax or email copy, but will accept a hard copy that is mailed to Federal Payment Center, [**REDACTED**]

NAME , UNCLASSIFIED EMAIL ADDRESS AND FAX NUMBER]. The contractor shall ensure that the invoice submitted to the payment office is the same invoice that is submitted to the CO and COR, without alteration.

(c) Upon receipt of the invoice, the COR will complete the receiving report and submit it to [**REDACTED**] via classified email to [**REDACTED**] (if available) or unclassified email to [**REDACTED**] .A copy of the completed receiving report shall also be provided to the Contracting Officer shown on the face of this contract/order.

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

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

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

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

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

Contract Page 32 of 64
UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

HM0210-13-C-N002-P00031

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WHEN SEPARATED FROM ATTACHMENT 1

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

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

Exhibit 10.2

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

UNCLASSIFIED


AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	1. CONTRACT ID CODE	PAGE OF PAGES
		1 \| 8

2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.			15. PROJECT NO. (If applicable)
P00032		09/01/2016	See Schedule
6. ISSUED BY	CODE	[REDACTED]	7. ADMINISTERED BY (If other than Item 6)		CODE	[REDACTED]
[REDACTED]			[REDACTED]
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, state and ZIP Code) DIGITALGLOBE, INC. 1300 W 120TH AVENUE WESTMINSTER CO 80234				9A. AMENDMENT OF SOLICITATION NO.
				9B. DATED (SEE ITEM 11)
			X	10A. MODIFICATION OF CONTRACT/ORDER NO. 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 solicitation 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 solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.


12. ACCOUNTING AND APPROPRIATION DATA (If required) 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 ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X	D. OTHER (Specify type of modification and authority) Option Exercise IAW Special Contract Requirement H.24 and Incremental Funding IAW Para B.10 & B.16
E. IMPORTANT:	Contractor ☒ is not. ☐ is required to sign this document and return copies 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 e x ercise Opti o n 6 C o ntra c t Year 7 eff e ctive 0 1-September- 2 01 6 f o r contra c t line item (CLIN) 0601 Ser v ice Level Agreement F o r Pixel & Imag e r y Ac qui s iti o n /O perati o ns ( B a seline Co llecti o n C apacit y ), C LIN 0604 V alue-Added Pr o du c ts A nd S er v ice s , CLIN 0 6 0 5 Ph y sical Media D e liver y and C LIN 060 6 System Engineering Se r v ice s S upport. Addition a ll y , this m o difi c ation:

A. Pr ov id e s in c r e m e ntal funding in the amount [**REDACTED**] und e r C LIN 0 6 01, Servi c e Le ve l Agre e m e nt ( inf o rm a ti o n a l S u b -CLIN s 0 6 01 0 1 a nd 0 6 010 2 ). C LIN 0 6 01 i s fun de d th ro ugh 02 -No ve mb e r- 2 01 6.

Co ntinu e d...

Except 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**]

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

[**REDACTED**]

15B. CONTRACTOR/OFFEROR

[**REDACTED**]

15C. DATE SIGNED

16B. UNITED STATES OF AMERICA

16C. DATE SIGNED

[**REDACTED**]

(Signature of person authorized to sign)

(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/P00032

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

B. Provides incremental funding in the amount of [**REDACTED**] under CLIN 0606 by reallocating [**REDACTED**] from informational Sub-CLIN 050604 to informational Sub-CLIN 060601.

C. Reallocates unused Value-Added Products And Services indefinite-quantity ordering CLIN ceiling value from CLIN 0504 (Option 5 Contract Year 6) to CLIN 0604.

D. Reallocates unused Physical Media Delivery indefinite-quantity ordering CLIN ceiling value from CLIN 0505 (Option 5 Contract Year 6) to CLIN 0605.

E. Reallocates unused System Engineering Services Support time and material CLIN ceiling value from CLIN 0506 (Option 5 Contract Year 6) to CLIN 0606.

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

The total value of the Contract, including unexercised options, remains unchanged.

These Options are exercised in accordance with the terms and conditions of the Contract. The performance period is extended through

31-August-2017. Accordingly, the contract is modified as follows:

1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.7 Total Contract Price/Total Contract Funding (change pages 22 and

23 are attached hereto):

a. Under CLIN Series 0500, Contract Year 6:

(1) Under CLIN 0504, the Maximum Total Price is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . Funds obligated remain at zero.

(2) Under CLIN 0505, the Maximum Total Price is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**]. The Unfunded Amount 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/P00032

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . Funds obligated remain at [**REDACTED**] .

(3) Under CLIN 0506, the Maximum Total Price is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Obligated Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] as a result of the combined changes to the Maximum Total Price and Obligated Amount.

(4) Under Subtotal Contract Year 6 the Maximum Total Price is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Obligated Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] as a result of the combined changes to the Maximum Total Price and Obligated Amount.

b. Under CLIN Series 0600, Contract Year 7:

(1) Under CLIN 0601, the Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum Total Price is unchanged.

(2) Under CLIN 0604, the Maximum Total Price is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . Funds obligated remain at zero.

(3) Under CLIN 0605, the Maximum Total Price is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is increased by [**REDACTED**] to [**REDACTED**] as a result of the change to the Maximum Total Price. Funds obligated remain at zero.

(4) Under CLIN 0606, the Maximum Total 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/P00032

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Price is increased by [**REDACTED**] from

[**REDACTED**] to [**REDACTED**] . The Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is increased to [**REDACTED**] as a result of the combined changes to the Maximum Total Price and Obligated Amount.

(5) Under Subtotal Contract Year 7, the Maximum Total Price is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased to [**REDACTED**] as a result of the combined changes to the Maximum Total Price and Obligated Amount.

c. Under Total Contract Value with Options, the Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum Total Price is unchanged.

2. Under Section G, Contract Administration Data, Paragraph G.6, Accounting and Appropriation Data, the table is revised to reflect (change page 34a is attached hereto):

a. The [**REDACTED**] new obligation under CLIN 0601 informational Sub-CLINs 060101 and 060102.

b. The [**REDACTED**] reallocation from CLIN 0506 informational Sub-CLIN 050604 to CLIN 0606 informational Sub-CLIN 060601.

Discount Terms:

Net 30

Payment:

[**REDACTED**]

FOB: Destination

Period of Performance: 09/01/2013 to 08/31/2017

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/P00032

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Change Item 0504 to read as follows(amount shown is the obligated amount):

0504

Commercial Satellite Imagery - Value-Added Products and Services.

Obligated Amount: [**REDACTED**]

Award Type: Indefinite-quantity Min. Qty: N/A| Max. Quantity: N/A

Min. Amt: [**REDACTED**]

Max. Amount: [**REDACTED**]

Minimum Guaranteed: N Product/Service Code: 7640

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

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

Change Item 0505 to read as follows(amount shown is the obligated amount):

[**REDACTED**]

0505

Commercial Satellite Imagery - Physical Media Delivery. Ceiling Value [**REDACTED**]

Award Type: Indefinite-quantity Min. Qty: N/A| Max. Quantity: N/A

Min. Amt: [**REDACTED**] | Max. Amount:

[**REDACTED**]

Minimum Guaranteed: N CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**]

Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES

Requisition No: NS38G85156AS19

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

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

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

[**REDACTED**]

0506

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

Continued ...

[**REDACTED**]


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/P00032

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
	Requisition No: NS38G15065AS10 Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2015 to 08/31/2016 Change Item 050604 to read as follows(amount shown is the obligated amount):
050604	System Engineering Services Support. Funding for RDT&E task(s) as directed Award Type: Time-and-materials CLIN VALUE: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NSX8G16116AS32 Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2015 to 08/31/2016 Change Item 0601 to read as follows(amount shown is the obligated amount):				[REDACTED]
0601	Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity). [REDACTED] per year CLIN VALUE: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Period of Performance: 09/01/2016 to 08/31/2017 Add Item 060101 as follows:				[REDACTED]
060101	Commercial Satellite Imagery - SLA Funding. CLIN VALUE: [REDACTED] Incrementally Funded Amount: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NSX8G86111AS30 Accounting Info: [REDACTED] Continued ...				[REDACTED]


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/P00032

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Funded: [**REDACTED**]

Period of Performance: 09/01/2016 to 08/31/2017

Add Item 060102 as follows:

060102

Commercial Satellite Imagery - SLA Funding.

CLIN VALUE [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**]

Product/Service Code: 7640

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

Requisition No: NSX8G86111AS30

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

Period of Performance: 09/01/2016 to 08/31/2017

Change Item 0604 to read as follows(amount shown is the obligated amount):

[**REDACTED**]

0604

Commercial Satellite Imagery - Value-Added Products and Services.

Award Type: Indefinite-quantity

Min. Qty: N/A| Max. Quantity: N/A

Min. Amt: [**REDACTED**] | Max. Amount:

[**REDACTED**]

Minimum Guaranteed: N

CLIN VALUE: [**REDACTED**]

Product/Service Code: 7640

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

Period of Performance: 09/01/2016 to 08/31/2017

Change Item 0605 to read as follows(amount shown is the obligated amount):

[**REDACTED**]

0605

Commercial Satellite Imagery - Physical Media Delivery.

Award Type: Time-and-materials

CLIN VALUE: [**REDACTED**]

Product/Service Code: 7640

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

Period of Performance: 09/01/2016 to 08/31/2017

Change Item 0606 to read as follows(amount shown is the obligated amount):

Continued ...

[**REDACTED**]


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/P00032

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
0606	Commercial Satellite Imagery - System Engineering Services Support. Award Type: Time-and-materials CLIN VALUE: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Period of Performance: 09/01/2016 to 08/31/2017 Add Item 060601 as follows:				[REDACTED]
060601	System Engineering Services Support. Funding for RDT&E task(s) as directed 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: NSX8G16116AS32 Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2016 to 08/31/2017				[REDACTED]
	G-1 Accounting and Appropriation Data [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] Total:				Amount [REDACTED] [REDACTED] [REDACTED]


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

UNCLASSIFIED

HM0210-13-C-N002-P00032

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-P00032

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

B.9 (U) CONTRACT TYPE

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

(U) OPTION PERIODS

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

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

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

HM0210-13-C-N002-P00032

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

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

Exhibit 10.3


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

UNCLASSIFIED


AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT					1. CONTRACT ID CODE	PAGE OF PAGES
						1 \| 9
2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.					5. PROJECT NO. (If applicable)
P00033		See Block 16C	See Schedule
6. ISSUED BY	CODE	[REDACTED]	7. ADMINISTERED BY (If other than Item 6)				CODE	[REDACTED]
[REDACTED]			[REDACTED]
8. NAME AND ADDRESS OF CONTRACTOR (No.. street. county, State and ZIP Code) DIGITALGLOBE, INC. 1300 W 120 TH AVENUE WESTMINSTER CO 80234			(x)	9A. AMENDMENT OF SOLICITATION NO.
				9B. DATED (SEE ITEM 11)
			X	10A. MODIFICATION OF CONTRACT/ORDER NO. 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 solicitation 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 solicitation or as amended, by one of the following methods: (a) By completing

Items 8 and 15, and returning copies or the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By

separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER If by

virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes

reference to the solicitation and this amendment end is received prior to the opening hour and date specified.


12. ACCOUNTING AND APPROPRIATION 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 ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X	D. OTHER (Specify type of modification and authority) FAR 52.243-1 CHANGES - FIXED-PRICE
E. IMPORTANT:	Contractor ☐ is not. ☒ is required to sign this document and return 1 copies to the issuing office.

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

Ta x ID Number: 31-1420852

DUNS Number: 789638418

The purpose of this modification is to (1) Add new firm fixed price CLIN 0608 License for

Full Public Disclosure in the amount of [**REDACTED**] , (2) Add new firm fixed price CLIN 0609, NGA Request for Change [**REDACTED**] in the amount of [**REDACTED**]; and (3) decrease the value of CLIN 0606 to accommodate the value of new CLIN 0609.

In consideration for the above new CLIN 0609 the Contractor hereby releases the Government from all further claims DigitalGlobe may have for price adjustments due to expenses associated with the above new CLIN as delineated in DigitalGlobe Proposal [**REDACTED**] dated Continued ...

Except 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**]

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

[**REDACTED**]

16C. DATE SIGNED

15B. CONTRACTOR/OFFEROR

15C. DATE SIGNED

[**REDACTED**]

(Signature of person authorized to sign)

[**REDACTED**]

(Signature of person authorized to sign)

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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

[**REDACTED**] .

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

The total value of the contract is increased by

[**REDACTED**]

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 0606, the Maximum Total Price column is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased to by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Obligated Amount column is unchanged. The [**REDACTED**] from the Maximum Total Price column is reallocated to new CLIN 0609.

(2) New CLIN 0608 is added as follows:

The Maximum Total Price column is established at [**REDACTED**] ; the Obligated Amount column is established at [**REDACTED**] ; and the Unfunded Amount column is established at [**REDACTED**] .

(3) New CLIN 0609 is added at follows:

The Maximum Total Price column is established at [**REDACTED**] ; the Obligated Amount column is established at [**REDACTED**] ; and the Unfunded Amount column is established at [**REDACTED**] . The [**REDACTED**] Maximum Total Price column value was reallocated from CLIN 0606.

(4) Under Subtotal Contract Year 7, the Maximum Total Price is increased by

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

[**REDACTED**] . The Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased to [**REDACTED**] as a result of the combined changes to the Maximum Total Price and Obligated Amount.

(5) Under Total Contract Value with Options, the Maximum Total Price is increased by 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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

[**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Obligated Amount column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column is decreased to [**REDACTED**] as a result of the combined changes to the Maximum Total Price and Obligated Amount.

b. Paragraph B.20, CLIN 0509, NGA Request For Change [**REDACTED**] is revised to read: NGA Request For Change [**REDACTED**] . Change page 26 is attached hereto.

c. New Paragraph B.21, CLIN 0608, License for Full Public Disclosure is added as follows (change page 26a is attached hereto): CLIN 0608, License for Full Public Disclosure

The contractor shall provide up to [**REDACTED**] , in any combination, licensed in accordance with the NextView IMAGERY END USER LICENSE AGREEMENT uplifted to permit full public dissemination by the U.S. Government without restrictions. There are no restrictions on product type (e.g. panchromatic, multispectral) or format (e.g. MrSID, JPEG, orthorectified). All uplifted rights granted herein for use of the [**REDACTED**] unprocessed sensor data and requirements-compliant processed imagery and VNIR imagery-derived products provided to the U.S. Government purchased under this NGA contract are in perpetuity. Unlimited use imagery does not require either NextView License or contractor copyright markings.

Pricing is [**REDACTED**] , with discounts available on second and third product deliveries as follows:(See Contract Change Page 26a.)

Firm Fixed Price [**REDACTED**] .

Funds are not presently available for the full amount of CLIN 0608, which the Government intends to incrementally fund. The Government's and the 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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Contractor's continuing obligations under this CLIN are contingent upon the availability of funding. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under this CLIN may arise until funds are made available to the Contracting Officer and until the Contractor receives notice of such availability in writing from the Contracting Officer and the Contracting Officer modifies the contract to expressly obligate the additional funds.

d. New Paragraph B.22, CLIN 0609, NGA Request For Change [**REDACTED**] is added as follows (change page 26a is attached hereto):

CLIN 0609, NGA Request For Change [**REDACTED**]

Firm Fixed Price [**REDACTED**]

The scope of this Firm Fixed Price CLIN is to provide [**REDACTED**]

Payment under this CLIN shall be made as follows:

(See Contract Change Page 26a.)

2. Under Section F, Deliveries or Performance, F.5, Period of Performance:

a. Paragraph d. is revised to read as follows to add CLIN 0608 and change the effective through date to 31-August-2017 (change page 30 is attached hereto): CLIN 0508 & CLIN 0608 - The contractor provided right for the U.S. Government to uplift NextView license imagery to permit full public dissemination by the U.S. Government without restrictions is effective through

31-August-2017.

b. New paragraph f. is added as follows 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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

(change page 30 is attached hereto): CLIN 0609 -

The contractor shall provide testing support, data deliverables and reports in accordance with [**REDACTED**]

3. Under Section G, Contract Administration Data, Paragraph G.6, Accounting and Appropriation Data, the table is revised to reflect the obligation of [**REDACTED**] under new CLIN 0608 informational Sub-CLIN 060801 and reflect the obligation of [**REDACTED**] under new CLIN 0509 informational Sub-CLINs 060901, 060902, 060903 and 060904.

Change page 34a is attached hereto.

4. Under Section J, List of Attachments: This modification also revises the date for Attachment 2, DD254, Contract Security Classification Specification (previously distributed). Accordingly, under Section J, List of Attachments, Attachment 2, DD254 (Contract Security Classification Specification) Revision 1 dated June 17, 2015 is revised to read Attachment 2, DD254 Revision 2 dated July 21, 2016. Change page 64 is attached hereto.

5. A revised Section A through Section J Table of Contents is provided to reflect the name change of Section B Paragraph B.20 and new Section B Paragraphs B.21 and B.22. Change page 18 and pages 19 and 20 (for repagination) are attached hereto.

Discount Terms:

Net 30

Delivery Location Code: SEESOW

See Statement of Work

Payment:

[**REDACTED**]

FOB: Destination

Period of Performance: 09/01/2013 to 08/31/2017

Change Item 0606 to read as follows(amount shown 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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

0606

0608

060801

0609

is the obligated amount):

Commercial Satellite Imagery - System Engineering

Services Support.

Award Type: Time-and-materials

CLIN VALUE: [**REDACTED**]

Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES,

CHARTS, & GLOBES

Delivery: 08/31/2017

Period of Performance: 09/01/2016 to 08/31/2017

Add Item 0608 as follows:

License for Full Public Disclosure – The

contractor shall provide up to [**REDACTED**]

imagery licensed in accordance with the NextView

IMAGERY END USER LICENSE AGREEMENT uplifted to

permit full public dissemination by the U.S.

Government without restrictions. Firm

Fixed Price [**REDACTED**]

CLIN VALUE: [**REDACTED**]

Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES,

CHARTS, & GLOBES

Delivery: 08/31/2017

Period of Performance: 09/01/2016 to 08/31/2017

Add Item 060801 as follows:

License for Full Public Disclosure - Funding

CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: **REDACTED**]

Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES,

CHARTS, & GLOBES

Requisition No: NSX8G86222AS28

Delivery: 08/31/2017

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

Period of Performance: 09/01/2016 to 08/31/2017

Add Item 0609 as follows:

The scope of this Firm Fixed Price CLIN is to

Continued ...

[**REDACTED**]


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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
	[REDACTED]
060901 060902	CLIN VALUE: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Delivery: 08/31/2017 Period of Performance: 09/01/2016 to 04/30/2017 Add Item 060901 as follows: NGA [REDACTED] - Funding CLIN VALUE: [REDACTED] Incrementally Funded Amount: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NSX8G86152AS34 Delivery: 04/30/2017 Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2016 to 04/30/2017 Add Item 060902 as follows: NGA [REDACTED] - Funding CLIN VALUE: [REDACTED] Incrementally Funded Amount: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NS38G16328AS02 Delivery: 04/30/2017 Accounting Info: [REDACTED] Funded: [REDACTED] Continued ...				[REDACTED] [REDACTED]


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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
060903 060904	Period of Performance: 09/01/2016 to 04/30/2017 Add Item 060903 as follows: NGA [REDACTED] - Funding CLIN VALUE: [REDACTED] Incrementally Funded Amount: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NSX8G86152AS34 Delivery: 04/30/2017 Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2016 to 04/30/2017 Add Item 060904 as follows: NGA [REDACTED] - Funding CLIN VALUE: [REDACTED] Incrementally Funded Amount: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NSX8G86152AS34 Delivery: 04/30/2017 Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2016 to 04/30/2017				[REDACTED] [REDACTED]

	G-1 Accounting and Appropriation Data
	[REDACTED]				Amount
	[REDACTED]				[REDACTED]
	[REDACTED]
	[REDACTED]				[REDACTED]
	[REDACTED]
	[REDACTED]				[REDACTED]

	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/P00033

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
	[REDACTED]
	[REDACTED]				[REDACTED]
	[REDACTED]
	[REDACTED]				[REDACTED]
	[REDACTED]				[REDACTED]

	Total:



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

UNCLASSIFIED

HM0210-13-C-N002-P00033

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

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

UNCLASSIFIED//FOR OFFICIAL USE ONLY.

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

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


(U) SECTION A – See Standard Form (SF) 1449, Solicitation, Offer and Award.................................................................................................................		21
(U) SECTION B - Supplies or Services/Prices...............................................................................................................................................................		21
(U)	BASE PERIOD: [REDACTED] (Reference Contract HM0210-10-C-0002).....................................................................................................	21
B.1	(U) CLINs 0001, 0101 and 0201: [REDACTED] ...................................................................................................................................	21
B.2	(U) CLINs 0002, 0102 and 0202: [REDACTED] ...................................................................................................................................	21
B.3	(U) CLINs 0003, 0103 and 0203: [REDACTED] ...................................................................................................................................	21
B.4	(U) CLINs 0004, 0104 and 0204: [REDACTED] ...................................................................................................................................	21
B.5	(U) CLINs 0005, 0105 and 0205: [REDACTED] ...................................................................................................................................	21
B.6	(U) CLINs 0006, 0106 and 0206: [REDACTED] ...................................................................................................................................	21
B.7	(U) TOTAL CONTRACT PRICE/TOTAL CONTRACT FUNDING...........................................................................................................................	21
B.8	(U) CLIN DESCRIPTION.........................................................................................................................................................................	23
B.9	(U) CONTRACT TYPE.............................................................................................................................................................................	23
(U)	OPTION PERIODS.................................................................................................................................................................................	23
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)...........................................................	23
B.11	(U) OPTION CLINs 0302, 0402, 0502, 0602, 0702, 0802 and 0902: [REDACTED] .......................................................................................	24
B.12	(U) [REDACTED] ...........................................................................................................................................................................	24
B.13	(U) OPTION CLINs 0303, 0403, 0503, 0603, 0703, 0803 and 0903: [REDACTED] .......................................................................................	24
B.14	(U) OPTION CLINs 0304, 0404, 0504, 0604, 0704, 0804 and 0904: COMMERCIAL SATELLITE IMAGERY -...............................................................
	VALUE-ADDED PRODUCTS AND SERVICES...............................................................................................................................................	24
B.15	(U) OPTION CLINs 0305, 0405, 0505, 0605, 0705, 0805 and 0905: COMMERCIAL SATELLITE IMAGERY - PHYSICAL MEDIA DELIVERY .........................	24
B.16	(U) OPTION CLINs 0306, 0406, 0506, 0606, 0706, 0806 and 0906: COMMERCIAL SATELLITE IMAGERY - SYSTEM ENGINEERING SERVICES SUPPORT ...	25
B.17	[REDACTED] ...................................................................................................................................................................................................................................	25
B.18	(U) CLIN 0408, NGA REQUEST FOR CHANGE N01-0606J, SWIR/CAVIS/GE01 & BUSINESS RULE CHANGES...............................................................	25
B.19	(U) CLIN 0508, LICENSE FOR FULL PUBLIC DISCLOSURE ...............................................................................................................................	26
B.20	(U) CLIN 0509, NGA REQUEST FOR CHANGE [REDACTED] .....................................................................................................................
B.21	(U) CLIN 0608, LICENSE FOR FULL PUBLIC DISCLOSURE...............................................................................................................................	26a
B.22	(U) CLIN 0609, NGA REQUEST FOR CHANGE [REDACTED] .....................................................................................................................
C.1	(U) STATEMENT OF WORK.....................................................................................................................................................................	27
(U) SECTION D - Packaging and Marking.................................................................................................................................................................		27
D.1	(U) PACKAGING AND MARKING INSTRUCTIONS PRESERVATION, PACKAGING, PACKING, AND...........................................................................
	MARKING OF SHIPMENTS (COMMERCIALLY PACKAGED ITEMS)...................................................................................................................	27
D.2	(U) PROHIBITED PACKING MATERIALS.....................................................................................................................................................	27
D.3	(U) MARKINGS OF WARRANTED ITEMS...................................................................................................................................................	27
(U) SECTION E - Inspection and Acceptance.............................................................................................................................................................		28
E.1	(U) FAR 52.246-6 INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001).....................................................................................	28
E.2	(U) INSPECTION...................................................................................................................................................................................	28
E.3	(U) ACCEPTANCE.................................................................................................................................................................................	28
(U) SECTION F - Deliveries or Performance...............................................................................................................................................................		29
F.1	(U) FAR 52.242-15 STOP-WORK ORDER. (AUG 1989)...................................................................................................................................	29
F.2	(U) FAR 52.247-34 F.O.B. DESTINATION. (NOV 1991)...................................................................................................................................	29

Contract Page 18 of 64

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

HM0210-13-C-N002-P00033

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1


F.3	(U) CONSIGNEE AND ADDRESS.................................................................................................................................................................	29
F.4	(U) PERSONAL DELIVERY.........................................................................................................................................................................	29
F.5	(U) PERIOD OF PERFORMANCE...............................................................................................................................................................	29
F.6	(U) PLACE OF DELIVERY.........................................................................................................................................................................	30
F.7	(U) DATA DELIVERABLE...........................................................................................................................................................................	30
(U) SECTION G - Contract Administration Data.........................................................................................................................................................		31
G.1	(U) AUTHORITY AND DESIGNATION OF A CONTRACTING OFFICER’S REPRESENTATIVE (COR)...............................................................................	31
G.2	(U) NGA: 5X52.232-9000 SUBMISSION OF INVOICE-FEDERAL PAYMENT CENTER (FPC)(OCT 2015).........................................................................	32
G.3	(U) NGA: GOVERNMENT REPRESENTATIVE (SEP 2003).................................................................................................................................	32
G.4	(U) NGA: CONTRACT ADMINISTRATION (SEP 2003)(MOD).............................................................................................................................	32
G.5	(U) NGA: PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (SEP 2003) ...............................................................	33
G.6	(U) ACCOUNTING AND APPROPRIATION DATA...........................................................................................................................................	33
(U) SECTION H - Special Contract Requirements.......................................................................................................................................................		35
H.1	(U) NGA: 5X52.209-9003 PROTECTION OF INFORMATION AND NONDISCLOSURE AGREEMENTS (JULY 2006) .........................................................	35
H.2	(U) NGA: 5X52.37-9000 CONTRACTOR EMPLOYEE DATA FOR ACCESS TO NGA FACILITIES OR SENSITIVE SYSTEMS (OCT 2005).....................................	36
H.3	(U) NGA: 5X45.592-9000 GOVERNMENT-FURNISHED LIMITED DISTRIBUTION MATERIALS (JUNE 2004)...............................................................	37
H.4	(U) NGA: KEY PERSONNEL (SEP 2003) (MODIFIED).......................................................................................................................................	38
H.5	(U) NGA: DISCLAIMER STATEMENT (SEP 2003)...........................................................................................................................................	39
H.6	(U) NGA: 5X52.227-9000 UNAUTHORIZED USE OF NGA NAME, SEAL, AND INITIALS (JUNE 2006).........................................................................	39
H.7	(U) ORDERING PROCEDURES (CLIN Series 0x04).........................................................................................................................................	39
H.8	(U) NGA: 5X252.204-7000-90 PUBLIC RELEASE OF INFORMATION (APR 2004)...................................................................................................	40
H.9	(U) NON-PUBLICITY...............................................................................................................................................................................	40
H.10	(U) NGA: INSURANCE (SEP 2003).............................................................................................................................................................	41
H.11	(U) NGA: PERFORMANCE OF WORK ON GOVERNMENT PREMISES (SEP 2003)...................................................................................................	41
H.12	(U) NGA: INTENTION TO USE CONSULTANTS (SEP 2003)...............................................................................................................................	41
H.13	(U) NGA: 5X45.102-9000 GOVERNMENT FURNISHED ACCOUNTABLE PROPERTY (MAY 2003)...............................................................................	41
H.14	(U) NGA: 5X52.227-9001 ACTIVITIES THAT AFFECT U.S. PERSONS (DEC 2004)...................................................................................................	43
H.15	(U) NGA: 5X52.207-9000 DOD BASE REALIGNMENT AND CLOSURE (APR 2008).................................................................................................	43
H.16	(U) NGA: 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS, DELAYED ARRIVAL OR EARLY RELEASE OF FEDERAL EMPLOYEES (APRIL 2013).................	43
H.17	(U) SECURITY REQUIREMENTS - CONTRACT CLASSIFICATION.........................................................................................................................	44
H.18	(U) ORGANIZATIONAL CONFLICT OF INTEREST...........................................................................................................................................	44
H.19	(U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING...........................................................................................................................	44
H.20	(U) WARRANTY.....................................................................................................................................................................................	45
H.21	(U) EXPORT CONTROL AND ASSIGNMENT OF PERSONNEL.............................................................................................................................	45
H.22	(U) EMERGENCIES, DISASTERS, AND HUMANITARIAN EFFORTS.....................................................................................................................	45
H.23	(U) NextView IMAGERY END USER LICENSE AGREEMENT.............................................................................................................................	46
H.24	(U) EXERCISE OF OPTIONS.......................................................................................................................................................................	46
H.25	(U) PERMANENT WITHHOLD...................................................................................................................................................................	47
	[REDACTED] .....................................................................................................................................................................................................................................
	[REDACTED] .....................................................................................................................................................................................................................................
	[REDACTED] .....................................................................................................................................................................................................................................
	[REDACTED] .....................................................................................................................................................................................................................................
	[REDACTED] .....................................................................................................................................................................................................................................	48
H.31	(U) GEOEYE-1 AND GEOEYE-2 SATELLITE GOVERNMENT FURNISHED EQUIPMENT AND NGA SPONSORSHIP .........................................................	49
H.32	(U) NGA: 5X52.242-9002 GOVERNMENT SHUTDOWN, FURLOUGH OF GOVERNMENT PERSONNEL AND CLOSURE OF NGA FACILITIES (APRIL 2013) .....	50

Contract Page 19 of 64

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

HM0210-13-C-N002-P00033

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

H.33	(U) SPECIAL TERMS AND CONDITIONS FOR INTERIM PAYMENTS, LINE ITEM 0408 – MILESTONE EVENT AND AMOUNT...........................................	50
(U) SECTION I - Contract Clauses...........................................................................................................................................................................		50
I.1	(U) FAR 52.204-2 SECURITY REQUIREMENTS. (AUG 1996).............................................................................................................................	50
I.2	(U) FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER. (AUG 2000)...................................................................................	50
I.3	(U) FAR 52.204-7 CENTRAL CONTRACTOR REGISTRATION. (APR 2008).............................................................................................................	50
I.4	(U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (MAR 2009)...............................................................................	50
I.5	(U) FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS
	(MAR 2009) -ALTERNATE I (OCT 2008) (Applicable to CLIN 0x05 and CLIN 0x06 series only).................................................................................	50
I.6	(U) FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT
	STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS. (APR 2010).............................................................................................................	50
I.7	(U) FAR 52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN.......................................................................
	COST OR PRICING DATA - MODIFICATIONS. (OCT 1997).................................................................................................................................	54
I.8	(U) FAR 52.216-22 INDEFINITE QUANTITY. (OCT 1995) (Applicable to CLIN Series 0x04 and 0x05)...........................................................................	54
I.9	(U) FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000).............................................................................................	55
I.10	(U) FAR 52.227-1 AUTHORIZATION AND CONSENT. (DEC 2007) Alternative I (APR 1984).....................................................................................	55
I.11	(U) FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT. (DEC 2007).....................................................	55
I.12	(U) FAR 52.232-11 EXTRAS. (APR 1984).....................................................................................................................................................	55
I.13	(U) FAR 52.243-1 CHANGES - FIXED-PRICE. (AUG 1987).................................................................................................................................	55
I.14	(U) FAR 52.243-7 NOTIFICATION OF CHANGES. (APR 1984)...........................................................................................................................	55
I.15	(U) FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS. (APR 2010).........................................................................................................	57
I.16	(U) FAR 52.245-1 GOVERNMENT PROPERTY. (JUN 2007)...............................................................................................................................	57
I.17	(U) FAR 52.245-9 USE AND CHARGES. (JUN 2007).......................................................................................................................................	58
I.18	(U) FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)...........................................................................................................	58
I.19	(U) FAR 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991).......................................................................................................................	58
I.20	(U) DFARS 252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE. (DEC 1991).............................................................................................	58
I.21	(U) DFARS 252.203-7002 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (JAN 2009).........................................................	58
I.22	(U) DFARS 252.204-7000 DISCLOSURE OF INFORMATION. (DEC 1991).............................................................................................................	58
I.23	(U) DFARS 252.204-7003 CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT. (APR 1992).........................................................................	58
I.24	(U) DFARS 252.204-7004 ALTERNATE A, CENTRAL CONTRACTOR REGISTRATION. (SEP 2007)...............................................................................	58
I.25	(U) DFARS 252.204-7005 ORAL ATTESTATION OF SECURITY RESPONSIBILITIES. (NOV 2001).................................................................................	59
I.26	(U) DFARS 252.204-7006 BILLING INSTRUCTIONS. (OCT 2005).......................................................................................................................	59
I.27	(U) DFARS 252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR
	CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY. (DEC 2006)...................................................................................................	59
I.28	(U) DFARS 252.212-7001 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR
	EXECUTIVE ORDERS APPLICABLE TO DEFENSE ACQUISITIONS OF COMMERCIAL ITEMS (APR 2010).......................................................................	59
I.29	(U) DFARS 252.227-7013 RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS. (NOV 1995) (Applicable to CLIN Series 0x06) *...............................	61
I.30	(U) DFARS 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL
	COMPUTER SOFTWARE DOCUMENTATION. (JUN 1995) (Applicable to CLIN Series 0x06) *...................................................................................	61
I.31	(U) DFARS 252.232-7007 LIMITATION OF GOVERNMENT'S OBLIGATION. (MAY 2006).........................................................................................	61
I.32	(U) DFARS 252.232-7010 LEVIES ON CONTRACT PAYMENTS. (DEC 2006)...........................................................................................................	62
I.33	(U) DFARS 252.243-7001 NOTICE OF CONTRACT MODIFICATIONS. (DEC 1991)...................................................................................................	62
I.34	(U) SUBCONTRACTING REPORTING SYSTEM...............................................................................................................................................	62
I.35	(U) DFARS 252.217-7027 CONTRACT DEFINITIZATION (OCT 1998)...................................................................................................................	63
I.36	(U) FAR 52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984).........................................................................................................	63
(U) SECTION J - List of Documents Exhibits and Other Attachments...............................................................................................................................		64

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		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]
0608	[REDACTED]	[REDACTED]	[REDACTED]
0609	[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]

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		This Table is UNCLASSIFIED
CLIN	Maximum Total Price	Obligated Amount	Unfunded Amount
0806	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
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	$2,587,780,000.00	[REDACTED]	[REDACTED]

B.8 (U) CLIN DESCRIPTION

B.9 (U) CONTRACT TYPE

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

(U) OPTION PERIODS

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

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

Contract Page 23 of 64
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(U) Funds are not presently available for the full amount of CLIN 0408, which the Government intends to incrementally fund. The Government's and the Contractor's continuing obligations under this CLIN are contingent upon the availability of funding. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under this CLIN may arise until funds are made available to the Contracting Officer and until the Contractor receives notice of such availability in writing from the Contracting Officer and the Contracting Officer modifies the contract to expressly obligate the additional funds.

B.19 (U) CLIN 0508, LICENSE FOR FULL PUBLIC DISCLOSURE

(U) The contractor shall provide up to [**REDACTED**] imagery licensed in accordance with the NextView IMAGERY END USER LICENSE AGREEMENT uplifted to permit full public dissemination by the U.S. Government without restrictions. There are no restrictions on product type. All uplifted rights granted herein for use of the [**REDACTED**] unprocessed sensor data and requirements-compliant processed imagery and [**REDACTED**] imagery-derived products provided to the U.S. Government purchased under this NGA contract are in perpetuity. Unlimited use imagery does not require either NextView License or contractor copyright markings.

(U) Firm Fixed Price [**REDACTED**] .

(U) Funds are not presently available for the full amount of CLIN 0508, which the Government intends to incrementally fund. The Government's and the Contractor's continuing obligations under this CLIN are contingent upon the availability of funding. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under this CLIN may arise until funds are made available to the Contracting Officer and until the Contractor receives notice of such availability in writing from the Contracting Officer and the Contracting Officer modifies the contract to expressly obligate the additional funds.

B.20 (U) CLIN 0509, NGA REQUEST FOR CHANGE [**REDACTED**]

(U) Firm Fixed Price [**REDACTED**] . ( [**REDACTED**] of the effort was performed and invoiced under CLIN 0506, for a total RFC price of [**REDACTED**] .)

(U) The scope of this Firm Fixed Price CLIN is [**REDACTED**] .

(U) This CLIN adds the [**REDACTED**] .

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B.21 (U) CLIN 0608, LICENSE FOR FULL PUBLIC DISCLOSURE

(U) The contractor shall provide up to [**REDACTED**] , licensed in accordance with the NextView IMAGERY END USER LICENSE AGREEMENT uplifted to permit full public dissemination by the U.S. Government without restrictions. There are no restrictions on product type (e.g. panchromatic, multispectral) or format (e.g. MrSID, JPEG, orthorectified). All uplifted rights granted herein for use of the [**REDACTED**] products provided to the U.S. Government purchased under this NGA contract are in perpetuity. Unlimited use imagery does not require either NextView License or contractor copyright markings.

(U) Pricing is [**REDACTED**] :

This Table is UNCLASSIFIED

[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]

(U) Firm Fixed Price [**REDACTED**]

(U) Funds are not presently available for the full amount of CLIN 0608, which the Government intends to incrementally fund. The Government's and the Contractor's continuing obligations under this CLIN are contingent upon the availability of funding. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under this CLIN may arise until funds are made available to the Contracting Officer and until the Contractor receives notice of such availability in writing from the Contracting Officer and the Contracting Officer modifies the contract to expressly obligate the additional funds.

B.22 (U) CLIN 0609, NGA REQUEST FOR CHANGE [**REDACTED**]

(U) Firm Fixed Price [**REDACTED**]

(U) The scope of this Firm Fixed Price CLIN is to [**REDACTED**]


[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]

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This Table is UNCLASSIFIED
Contract Year	CLIN Series 0x01	CLIN Series 0x02	CLIN Series 0x03	CLIN Series 0x04	CLIN Series 0x05	CLIN Series 0x06	CLIN Series 0x07
1	[REDACTED] (reference Contract HM0210-10-C-0002)
2
3
4	01-September-2013 through 31-August-2014
5	12 MAPCPE	[REDACTED]	[REDACTED]	12 MAPCPE	12 MAPCPE	12 MAPCPE	12 MAPCPE
6	12 MAPCPE	[REDACTED]	[REDACTED]	12 MAPCPE	12 MAPCPE	12 MAPCPE	12 MAPCPE
7	12 MAPCPE	[REDACTED]	[REDACTED]	12 MAPCPE	12 MAPCPE	12 MAPCPE	12 MAPCPE
8	12 MAPCPE	[REDACTED]	[REDACTED]	12 MAPCPE	12 MAPCPE	12 MAPCPE	12 MAPCPE
9	12 MAPCPE	[REDACTED]	[REDACTED]	12 MAPCPE	12 MAPCPE	12 MAPCPE	12 MAPCPE
10	12 MAPCPE	[REDACTED]	[REDACTED]	12 MAPCPE	12 MAPCPE	12 MAPCPE	12 MAPCPE

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

c. (U) CLIN 0408 - The contractor shall provide development effort, testing support, data deliverables and reports in accordance with [**REDACTED**] . The development and testing schedule is in accordance with [**REDACTED**][**REDACTED**] .

d. (U) CLIN 0508 & CLIN 0608 - The contractor provided right for the U.S. Government to uplift NextView license imagery to permit full public dissemination by the U.S. Government without restrictions is effective through 31-August-2017.

e. (U) CLIN 0509 - The contractor shall provide the development effort, data deliverables and reports in accordance with [**REDACTED**]. The development schedule is in accordance with DigitalGlobe Proposal [**REDACTED**] .

f. (U) CLIN 0609 - The contractor shall provide [**REDACTED**] .

F.6 (U) PLACE OF DELIVERY

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

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

F.7 (U) DATA DELIVERABLE

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

Contract Page 30 of 64
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This Table is UNCLASSIFIED
Action	CLIN	ACRN	Fund Cite	Obligated Funding	Cumulative Total
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	Total	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	Total	[REDACTED]	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	Total	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	Total	[REDACTED]
[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
	[REDACTED]	[REDACTED]	[REDACTED]	[REDACTED]
				[REDACTED]

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(U) SECTION J - List of Documents Exhibits and Other Attachments

J.1 (U) LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS


This Table is UNCLASSIFIED
Attachment	Description	Date
1	EnhancedView Imagery Acquisition Statement of Work (SOW)	January 22, 2014
2	DD Form 254, Contract Security Classification Specification, Revision 2	July 21, 2016
3	Government Furnished Property List	February 28, 2014
4	Small Business Subcontracting Plan	July 6, 2010
5	List of Data Delivered with Government Purpose Rights	July 6, 2010
6	List of Data with Limited Rights	July 6, 2010
7	Nondisclosure Agreement

Contract Page 64 of 64
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FOIA CONFIDENTIAL TREATMENT REQUESTED	Exhibit 10.4
PORTIONS OF THE EXHIBIT MARKED BY [Redacted] HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

UNCLASSIFIED


AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT				1. CONTRACT ID CODE	PAGE 1 of PAGES 3

2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.			5. PROJECT NO. (If applicable)
P00034		09/12/2016	NS38G15065AS10
6. ISSUED BY	CODE	[REDACTED]	7. ADMINISTERED BY (If other than Item 6)		CODE	[REDACTED]
[REDACTED]			[REDACTED]

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) DIGITALGLOBE, INC. 1300 W 120TH AVENUE WESTMINSTER CO 80234				9A. AMENDMENT OF SOLICITATION NO.
				9B. DATED (SEE ITEM 11)
			X	10A. MODIFICATION OF CONTRACT/ORDER NO . 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 solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ☐ is extended. ☐ is not extended.

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required) [REDACTED]
13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
CHECK ONE	A This Change OrDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
X	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
	D. OTHER (Specify type of modification and authority)
E. IMPORTANT:	Contractor ☒ is not. ☐ is required to sign this document and return copies 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 reallocate [**REDACTED**] in funding from CLIN 0506,

System Engineering Services Support (Option 5 Contract Year 6) to CLIN 0606, System Engineering Services Support (Option 6 Contract Year 7).

The total funding obligated and the total value of the Contract remain unchanged.

1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.7 Total Contract Price/Total Contract Funding (change page 22 is attached hereto):

C ontinued ...

Except 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]		16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) [REDACTED]
15B. CONTRACTOR/OFFEROR	15C. DATE SIGNED	16B UNITED STATES OF AMERICA	16C. DATE SIGNED [REDACTED]
[REDACTED]		[REDACTED]
(Signature of person authorized to sign)		(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/P00034

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

a. Under CLIN Series 0500, Contract Year 6:

(1) Under CLIN 0506, the Obligated Amount column is decreased by

[**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount

column is increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] .

The Maximum Total Price column is unchanged.

(2) Under Subtotal Contract Year 6 the Obligated Amount column is

decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The

Unfunded Amount column is increased by [**REDACTED**] from [**REDACTED**] to

[**REDACTED**] .

The Maximum Total Price column is unchanged.

b. Under CLIN Series 0600, Contract Year 7:

(1) Under CLIN 0606, the Obligated Amount column is increased by

[**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Unfunded Amount column

is decreased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] . The Maximum

Total Price column is unchanged.

(2) Under Subtotal Contract Year 7, the Obligated Amount column is

increased by [**REDACTED**] from [**REDACTED**] to [**REDACTED**]. The

Unfunded Amount column is decreased by

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

[**REDACTED**] .

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

and Appropriation Data, the table is revised to reflect the [**REDACTED**]

reallocated from CLIN 0506 informational Sub-CLIN 050601 to new CLIN 0606

informational Sub-CLIN 060602 (change page 34a is attached hereto).

Discount Terms:

Net 30

Payment:

[**REDACTED**]

FOB: Destination

Period of Performance: 09/01/2013 to 08/31/2017

Continued ...


NSN 7540-01-152-8067	OPTIONAL FORM 336 (4-86)
	Sponsored by GSA
	FAR 148 CFR) 53.110

UNCLASSIFIED

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021013CN002/P00030

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Change Item 050601 to read as fo1lows(amount shown is the obligated amount):

050601

System Engineering Services Support. Funding for RDT&E task(s) as directed Award Type: Time-and-materials

CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**]

Product/Service Code: 7640

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

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

Change Item 0606 to read as follows(amount shown is the obligated amount) :

[**REDACTED**]

0606

Commercial Satellite Imagery - System Engineering Services Support.

Award Type: Time-and-materials

CLIN VALUE: [**REDACTED**]

Product/Service Code: 7640

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

Period of Performance: 09/01/2016 to 08/31/2017

Add Item 060602 as follows:

[**REDACTED**]

060602

System Engineering Services Support. Funding for RDT&E task(s) as directed

Award Type: Time-and-materials

CLIN VALUE: [**REDACTED**]

Incrementally Funded Amount: [**REDACTED**]

Product/Service Code: 7640

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

Period of Performance: 09/,01/2016 to 08/31/2017

[**REDACTED**]

1
NSN 7540-01-152-8067	OPTIONAL FORM 336 (4-86)
	Sponsored by GSA
	FAR 148 CFR\ 53.110

UNCLASSIFIED

HM0210-13-C-N002- P00033

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]
0608	[REDACTED]	[REDACTED]	[REDACTED]
0609	[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]

Contract Page 22 of 64

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

HM0210-13-C-N002- P00034

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

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

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 September 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: October 25, 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 September 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: October 25, 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 September 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: October 25, 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: October 25, 2016