DIGITALGLOBE, INC. (Form: 10-Q, Received: 05/02/2017 16:36:11)

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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: March 31, 2017

☐ 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer ☒	Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if smaller reporting company)	Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April 25, 2017, there were 62,035,133 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	16
Item 3 	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4 	Controls and Procedures	25
PART II.	Other Information	27
Item 1 	Legal Proceedings	27
Item 1A 	Risk Factors	27
Item 2 	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3 	Defaults Upon Senior Securities	27
Item 4 	Mine Safety Disclosures	27
Item 5 	Other Information	27
Item 6 	Exhibit Index	27

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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
	March 31,
(in millions, except per share data)	2017		2016
Revenue	$	209.7	$	175.4
Costs and expenses:
Cost of revenue, excluding depreciation and amortization		61.3		34.5
Selling, general and administrative		63.1		46.4
Depreciation and amortization		79.5		71.0
Restructuring charges		0.3		2.9
Income from operations		5.5		20.6
Interest expense, net		(9.5)		(5.1)
Loss from early extinguishment of debt		(0.5)		—
(Loss) income before income taxes		(4.5)		15.5
Income tax benefit (expense)		2.3		(6.0)
Equity in earnings from joint ventures, net of tax		—		(0.9)
Net (loss) income		(2.2)		8.6
Preferred stock dividends		(1.0)		(1.0)
Net (loss) income less preferred stock dividends		(3.2)		7.6
Income allocated to participating securities		—		(0.3)
Net (loss) income available to common stockholders	$	(3.2)	$	7.3

(Loss) earnings per share:
Basic (loss) earnings per share	$	(0.05)	$	0.11
Diluted (loss) earnings per share	$	(0.05)	$	0.11
Weighted average common shares outstanding:
Basic		61.7		64.9
Diluted		61.7		65.1

See accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

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DigitalGlobe, Inc.

Unaudited Condensed Consolidated Balance Sheets


	March 31,		December 31,
(in millions, except par value)	2017		2016
ASSETS
Current assets:
Cash and cash equivalents	$	77.2	$	109.3
Restricted cash		3.1		2.4
Accounts receivable, net of allowance for doubtful accounts of $1.6 and $1.6, respectively		121.5		114.6
Deferred contract costs		11.7		10.3
Prepaid and other current assets		23.3		23.8
Total current assets		236.8		260.4
Property and equipment, net of accumulated depreciation of $1,462.9 and $1,387.8, respectively		1,950.9		2,002.5
Goodwill		578.1		578.1
Intangible assets, net of accumulated amortization of $43.3 and $39.0, respectively		82.7		87.0
Long-term restricted cash		9.1		4.8
Long-term deferred contract costs		49.4		49.3
Other assets		29.6		27.8
Total assets	$	2,936.6	$	3,009.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14.8	$	15.0
Current portion of long-term debt		12.8		47.2
Deferred revenue		84.8		86.3
Other accrued liabilities		53.7		70.7
Total current liabilities		166.1		219.2
Long-term debt, net of discount and debt issuance costs		1,240.1		1,242.1
Deferred revenue, non-current		199.2		216.9
Deferred income taxes, net, non-current		119.5		124.0
Other liabilities		37.9		34.8
Total liabilities	$	1,762.8	$	1,837.0
COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS’ EQUITY
Stockholders’ equity:
Series A convertible preferred stock, $0.001 par value; 0.08 shares authorized; 0.08 shares issued and outstanding at March 31, 2017 and December 31, 2016		—		—
Common stock; $0.001 par value; 250.0 shares authorized; 77.6 shares issued and 62.0 shares outstanding at March 31, 2017 and 77.0 shares issued and 61.4 shares outstanding at December 31, 2016		0.2		0.2
Treasury stock, at cost; 15.6 shares at March 31, 2017 and December 31, 2016		(342.0)		(342.0)
Additional paid-in capital		1,519.3		1,518.3
Accumulated deficit		(3.7)		(3.6)
Total stockholders’ equity		1,173.8		1,172.9
Total liabilities and stockholders’ equity	$	2,936.6	$	3,009.9

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 three months ended
	March 31,
(in millions)	2017		2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(2.2)	$	8.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		79.5		71.0
Stock-based compensation expense, net of capitalized stock-based compensation expense		6.6		4.0
Amortization of aerial image library, deferred contract costs and lease incentive		3.0		4.2
Write-off of debt issuance costs and debt discount		0.5		—
Deferred income taxes		(2.4)		8.2
Amortization of debt issuance costs, accretion of debt discount, and other		1.1		0.8
Changes in working capital:
Accounts receivable, net		(6.9)		(10.9)
Deferred contract costs		(5.0)		(4.4)
Other current and non-current assets		(1.8)		(3.5)
Accounts payable		0.1		2.5
Accrued liabilities		(14.6)		(9.8)
Deferred revenue		(19.2)		(11.2)
Net cash flows provided by operating activities		38.7		59.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(20.9)		(38.6)
Investment in joint venture		—		(7.5)
Net cash flows used in investing activities		(20.9)		(46.1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of debt and capital lease obligations		(38.3)		(1.9)
Repurchase of common stock		—		(60.9)
Value of shares surrendered to satisfy employee tax obligations		(6.8)		(1.8)
Proceeds from exercise of stock options and other		0.2		(0.9)
Net cash flows used in financing activities		(44.9)		(65.5)
Net decrease in cash, cash equivalents and restricted cash		(27.1)		(52.1)
Cash, cash equivalents and restricted cash, beginning of period		116.5		134.0
Cash, cash equivalents and restricted cash, end of period	$	89.4	$	81.9

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, net of capitalized amounts of $5.1 and $16.6, respectively		8.7		5.9
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Changes to accruals for capital expenditures, including interest, and additions to capital lease obligations		(2.4)		6.8
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,” and “Company”), is a leading global provider of high-resolution Earth imagery, data and analysis. Sourced from its own advanced satellite constellation and third-party providers, DigitalGlobe’s imagery solutions and other services provide customers with accurate and mission-critical information about our changing planet, and support a wide variety of uses, including mission-planning, mapping and analysis, environmental monitoring, oil and gas exploration, and infrastructure management. Additionally, hundreds of developers are building new applications and machine learning algorithms on DigitalGlobe’s Geospatial Big Data platform and in the Company’s recently expanded Services business. Each day users depend on DigitalGlobe to better understand our changing planet in order to save lives, resources and time.

DigitalGlobe’s 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 the Company’s products, services and analysis is collected daily from DigitalGlobe’s constellation of high-resolution imaging satellites and maintained in the Company’s 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 management’s 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 three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 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. The December 31, 2016 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.

Comprehensive Income

For the three months ended March 31, 2017 and 2016, there were no material differences between net income and comprehensive income.

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Recent Accounting Pronouncements

Recently Adopted Accounting Standards


Standard			Description and Impact on the Financial Statements
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash			This standard is intended to reduce the diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash or restricted-cash equivalents. Therefore, amounts generally described as restricted cash and restricted-cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company retrospectively adopted Accounting Standards Update (“ASU”) 2016-18 on January 1, 2017, and this adoption did not have a material impact on its Consolidated Financial Statements and related disclosures.
ASU 2016-09, Improvements to Employee Share-Based Payment Accounting			This standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Entities will be required to recognize the income tax effects of awards in the income statement when the awards vest or are settled. The Company adopted ASU 2016-09 on January 1, 2017, and it did not have a material impact on its Consolidated Financial Statements and related disclosures.

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Standards Not Yet Adopted



Standard		Description
ASU 2014-09, Revenue from Contracts with Customers (Topic 606)		In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), a new revenue recognition model that will replace nearly all existing revenue recognition guidance under U.S. GAAP. Under Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Topic 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is planning to adopt Topic 606, including several amendments issued by the FASB, on January 1, 2018. The new standard permits i) retrospective adoption, under which each prior reporting period presented will be presented as if the new standard had always been applied, or ii) adoption by recognizing the cumulative effect of applying the guidance to all prior activity at the date of initial application. Management currently anticipates adopting the standard using the full retrospective method; however, the Company’s ability to do so is dependent on system readiness and whether the Company has the information necessary to apply Topic 606 to prior periods. The Company is still in the process of evaluating the effects of adopting Topic 606. However, management has completed its initial review of the EnhancedView Contract (“EnhancedView Contract”) with the United States National Geospatial-Intelligence Agency ("NGA"), the NextView Agreement and Direct Access Program (“DAP”) contracts. Revenue from these sources represented 60.1% of DigitalGlobe’s revenue for the three months ended March 31, 2017. While the Company has not quantified the effects of anticipated changes to reflect Topic 606, the Company's initial conclusions are summarized below: • U.S. Government – Management expects the recognition of NextView amortization (as defined in Note 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements) to differ because management believes the EnhancedView Contract would be considered a modification to the NextView Agreement. This is expected to result in NextView amortization being recognized as capacity is provided to the NGA over the term of the EnhancedView Contract as opposed to being recognized straight-line over the estimated useful life of WorldView-1. • DAP – Under Topic 606, customer facility payments are expected to be recognized over the life of the related contract, which will be a shorter recognition period than the current practice of recognizing the payments over the longest estimated remaining useful life of the satellites accessed by the customer. In addition, while direct incremental costs incurred in the construction of the facility will continue to be deferred under the new standard, the period over which these costs are recognized may change. Management will continue to evaluate Topic 606 (including how it may impact other customer contracts) and the resulting impact to the Consolidated Financial Statements through the date of adoption.
ASU 2016-02, Leases (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 the 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)			March 31, 2017		December 31, 2016
Satellites	9	–	13	$	2,681.9	$	1,797.7
Construction in progress		–			16.9		948.5
Computer equipment and software	3	–	12		550.0		484.8
Machinery and equipment, including ground terminals	5	–	7		108.6		103.3
Leasehold improvements	3	–	15		51.3		51.1
Furniture, fixtures and other	5	–	7		5.1		4.9
Total property and equipment					3,413.8		3,390.3
Accumulated depreciation					(1,462.9)		(1,387.8)
Property and equipment, net				$	1,950.9	$	2,002.5

Depreciation expense for property and equipment, inclusive of losses on disposals of assets, was $75.2 million and $68.7 million for the three months ended March 31, 2017 and 2016, respectively.

Satellite Constellation

As of March 31, 2017, the Company operated a constellation of five in-orbit and fully commissioned satellites: GeoEye-1, WorldView-1, WorldView-2, WorldView-3, and WorldView-4. The net book value of each in-orbit satellite was as follows:


		March 31, 2017						December 31, 2016
	Depreciable	Gross				Net		Gross				Net
	Life	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
(in millions)	(in years)	Amount		Depreciation		Amount		Amount		Depreciation		Amount
GeoEye-1	9.0	$	211.8	$	(176.5)	$	35.3	$	211.8	$	(165.9)	$	45.9
WorldView-1	13.0		473.2		(376.7)		96.5		473.2		(370.1)		103.1
WorldView-2	13.0		463.2		(279.7)		183.5		463.2		(271.7)		191.5
WorldView-3	11.5		649.5		(141.2)		508.3		649.5		(127.1)		522.4
WorldView-4	10.5		884.2		(14.0)		870.2		—		—		—
Satellites, net		$	2,681.9	$	(988.1)	$	1,693.8	$	1,797.7	$	(934.8)	$	862.9

On February 1, 2017, WorldView-4 was placed into service and commercial operations began. As a result, the Company began depreciating the satellite based on its estimated useful life of 10.5 years.

NOTE 4. Business Acquisitions

In November 2016, the Company acquired all of the outstanding shares of The Radiant Group, Inc. for aggregate cash consideration, net of cash acquired, of $135.1 million. As a result of the transaction, the Company recognized $90.0 million of goodwill (not deductible for tax purposes), $62.1 million of acquired intangible assets and $17.0 million of net liabilities excluding cash acquired, which were primarily comprised of deferred tax liabilities. The Company’s valuation of the acquired assets and liabilities will be completed within one year of the acquisition and the actual fair values may differ significantly from these preliminary estimates.

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NOTE 5. Goodwill and Intangible Assets

There have been no changes in the Company’s goodwill of $578.1 million from December 31, 2016 to March 31, 2017.

Intangible assets consisted of the following:


				March 31, 2017						December 31, 2016
				Gross				Net		Gross				Net
	Useful Life			Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
(in millions)	(in years)			Amount		Amortization		Amount		Amount		Amortization		Amount
Customer relationships	10	–	12	$	62.5	$	(10.0)	$	52.5	$	62.5	$	(8.7)	$	53.8
Technology	3	–	5		50.7		(24.7)		26.0		50.7		(22.2)		28.5
Trademarks		3			9.7		(6.1)		3.6		9.7		(5.7)		4.0
FCC licenses and other	2	–	20		3.1		(2.5)		0.6		3.1		(2.4)		0.7
Total				$	126.0	$	(43.3)	$	82.7	$	126.0	$	(39.0)	$	87.0

Intangible asset amortization expense was $4.3 million and $2.3 million for the three months ended March 31, 2017 and 2016, respectively.

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


(in millions)	Amount
Remainder of 2017	$	12.8
2018		12.2
2019		11.4
2020		9.9
2021		9.4
Thereafter		27.0
Total	$	82.7

NOTE 6. Debt

The Company’s debt obligations consist of a $1.275 billion Senior Secured Term Loan Facility (“Term Loan”) and a $200.0 million Senior Secured Revolving Credit Facility (“Revolving Credit Facility,” and together with the Term Loan, the “2016 Credit Facility”). As of March 31, 2017, the Company had not drawn any amounts under the Revolving Credit Facility. The 2016 Credit Facility requires that the Company comply with a maximum leverage ratio. The Company was in compliance with its debt covenants as of March 31, 2017.

In December 2016, the Company commenced a tender offer for the $600.0 million aggregate principal amount of its outstanding 5.25% senior notes due February 1, 2021 (“Senior Notes”). In January 2017, the Company completed the subsequent redemption of the remaining outstanding Senior Notes for a total redemption price of $36.1 million, inclusive of accrued interest and related premiums.

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


(in millions)	March 31, 2017		December 31, 2016
Term Loan due January 15, 2024	$	1,271.8	$	1,275.0
Senior Notes due February 1, 2021		—		34.4
Total borrowings		1,271.8		1,309.4
Less: unamortized discounts and issuance costs		(18.9)		(20.1)
Total borrowings, net		1,252.9		1,289.3
Less: current maturities of long-term debt		(12.8)		(47.2)
Total long-term debt, net	$	1,240.1	$	1,242.1

The Company’s future debt payments, excluding interest payments, consisted of the following as of March 31, 2017:


(in millions)	Amount
Remainder of 2017	$	9.6
2018		12.8
2019		12.8
2020		12.8
2021		12.8
Thereafter		1,211.0
Total	$	1,271.8

Interest expense, net consisted of the following:


	For the three months ended
	March 31,
(in millions)	2017		2016
Interest	$	11.5	$	14.4
Accretion of debt discount, debt issuance cost amortization and line of credit fees		1.2		2.0
Capitalized interest		(3.1)		(11.2)
Interest expense	$	9.6	$	5.2
Interest income		(0.1)		(0.1)
Interest expense, net	$	9.5	$	5.1

NOTE 7. Fair Value of Financial Instruments

The fair value of 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 $1,275.0 million and $1,310.3 million at March 31, 2017 and December 31, 2016, respectively, and is classified within Level 2 of the valuation hierarchy. Cash equivalents primarily consist of demand deposit money market accounts. The carrying values of cash and cash equivalents, receivables, other current assets, accounts payable and accrued liabilities approximate fair value.

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NOTE 8. Deferred Revenue

A rollforward of deferred revenue from December 31, 2016 to March 31, 2017 is as follows:


	U.S. Government						Diversified Commercial
			Value-
	Enhanced		Added		NextView
(in millions)	View SLA		Services		Amortization		DAP		Other		Total
December 31, 2016	$	135.8	$	64.1	$	58.6	$	37.2	$	7.5	$	303.2
Deferred revenue on cash collections		75.0		12.2		—		20.6		18.4		126.2
Deferred revenue recognized		(84.3)		(15.3)		(3.8)		(24.9)		(17.1)		(145.4)
March 31, 2017	$	126.5	$	61.0	$	54.8	$	32.9	$	8.8	$	284.0

NOTE 9. 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 rate for the three months ended March 31, 2017 was 51.1%, differing from the statutory federal rate of 35.0% primarily as a result of several immaterial discrete items.

NOTE 10. Stock-Based Compensation

During the three months ended March 31, 2017, the Company awarded 0.9 million unvested restricted stock units at an average grant date fair value of $29.83 per share. Of this amount, 0.3 million stock units represent performance shares that are subject to service, performance and market vesting conditions with an average grant date fair value of $33.73 per share. The Company did not grant any stock options during the three months ended March 31, 2017.

Stock-based compensation expense, net of amounts capitalized to assets under construction, was $6.6 million and $4.0 million during the three months ended March 31, 2017 and 2016, respectively.

As of March 31, 2017, unrecognized compensation expense related to unvested restricted stock awards and units, including those subject to service, performance and market vesting conditions, was $47.3 million, net of estimated forfeitures, to be recognized over a weighted-average remaining vesting period of 2.7 years.

As of March 31, 2017, the number of options outstanding and exercisable were 1.2 million at a weighted-average exercise price of $20.57 per share.

Certain participants elect to have the Company withhold shares to pay for minimum taxes due at the time their restricted stock vests. The value of shares surrendered to satisfy employee tax obligations was $6.8 million and $1.8 million for the three months ended March 31, 2017 and 2016, respectively.

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NOTE 11. (Loss) Earnings Per Share

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


	For the three months ended
	March 31,
(in millions, except per share data)	2017		2016
(Loss) earnings per share:
Net (loss) income	$	(2.2)	$	8.6
Preferred stock dividends		(1.0)		(1.0)
Net (loss) income less preferred stock dividends		(3.2)		7.6
Income allocated to participating securities		—		(0.3)
Net (loss) income available to common stockholders	$	(3.2)	$	7.3
Basic weighted average number of common shares outstanding		61.7		64.9
Weighted-average common share equivalents from stock options, restricted stock and convertible preferred stock		—		0.2
Diluted weighted average number of common shares outstanding		61.7		65.1
(Loss) earnings per share:
Basic	$	(0.05)	$	0.11
Diluted	$	(0.05)	$	0.11

The potential common shares from the conversion 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 months ended March 31, 2017 and 2016.

Due to the Company’s net loss for the three months ended March 31, 2017, potentially dilutive shares were not included in the calculation of diluted loss per share as their effect would have been anti-dilutive. The number of stock options and unvested 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 was 2.6 million for the three months ended March 31, 2016.

NOTE 12. 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 a small investment in a joint venture in China. The Company sold $2.0 million and $2.2 million in products and services to the joint venture for the three months ended March 31, 2017 and 2016, respectively. Amounts owed to the Company by the joint venture at March 31, 2017 and December 31, 2016 were $2.9 million and $3.6 million, respectively.

In May 2015, in exchange for a 50% equity interest in a joint venture, Vricon, Inc., the Company committed to provide imagery to the joint venture from the Company’s ImageLibrary on an ongoing basis for the purpose of producing photo-realistic three-dimensional products and digital elevation models. Upon formation, the Company 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.

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NOTE 13. 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. Some 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 has entered into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to entering into contracts for its products and services from certain customers in foreign countries. These agreements are designed to return economic value to the foreign country and may be satisfied through activities that do not require a direct cash payment, including transferring technology, providing manufacturing, training and other consulting support to in-country projects. These agreements may provide for penalties in the event the Company fails to perform in accordance with offset requirements. The Company has historically not been required to pay any such penalties.

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.

NOTE 14. 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 provide services to all customers, and measures performance based on consolidated operating results and achievement of individual strategic objectives and 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 NGA, other revenue and value-added services, and amortization of payments received from the NGA to offset the construction costs of WorldView-1 under the NextView agreement (“NextView amortization”). Diversified Commercial consists of the following types of customers: DAP, LBS, international civil government, other international defense and intelligence, energy and other industry verticals .

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The following table summarizes revenue for each customer group:


	For the three months ended
	March 31,
(in millions)	2017		2016
U.S. Government	$	138.3	$	110.3
Diversified Commercial		71.4		65.1
Total	$	209.7	$	175.4

The Company classifies revenue geographically according to the customer address. U.S. and international sales were as follows:


	For the three months ended
	March 31,
(in millions)	2017		2016
U.S.	$	152.4	$	121.6
International		57.3		53.8
Total	$	209.7	$	175.4

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “expects,” “plans,” “anticipates,” “would,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “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 proposed transaction with MacDonald, Dettwiler and Associates Ltd. (“MDA”) include the possibility that the parties may be unable to obtain required stockholder approvals or regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the potential adverse effect on partner and customer relationships, operating results and business generally resulting from the proposed transaction; the proposed transaction will require significant time, attention and resources, potentially diverting attention from the conduct of DigitalGlobe’s business; the anticipated benefits of the proposed transaction may not be realized; the anticipated and unanticipated costs, fees, expenses and liabilities related to the transaction; the outcome of any legal proceedings related to the transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. Additional information concerning these and other risk factors can be found in our filings with the U.S. Securities and Exchange Commission (“SEC”), including Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016. 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, data and analysis. Sourced from our own advanced satellite constellation and third-party providers, our imagery solutions and other services provide customers with accurate and mission-critical information about our changing planet, and support a wide variety of uses, including mission-planning, mapping and analysis, environmental monitoring, oil and gas exploration, and infrastructure management. Additionally, hundreds of developers are building new applications and machine learning algorithms on our Geospatial Big Data platform and in our recently expanded Services business. 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”). 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 7.8 billion square kilometers of imagery, an area the equivalent of 52 times the landmass of the Earth. As of March 31, 2017, our collection capacity capability was approximately 1.62 billion square kilometers of imagery per year, or the equivalent of roughly 11 times the Earth’s land surface area, and offers intraday revisit around the globe.

2017 Highlights

Pending Transaction with MDA

On February 24, 2017, we entered into a Merger Agreement with MDA, a corporation organized under the laws of British Columbia, upon which DigitalGlobe will become an indirect wholly-owned subsidiary of MDA (“Merger”). Under the terms of the Merger Agreement, MDA will provide US$17.50 in cash and 0.3132 of an MDA common share in exchange for the outstanding common and preferred shares of the Company at the closing date.

The closing of the Merger is subject to customary closing conditions, including required regulatory approvals, adoption of the Merger Agreement by our stockholders and approval of the issuance of common shares of MDA in connection with the Merger by MDA’s shareholders. The closing of the Merger is not subject to a financing condition.

The Merger is expected to close in the second half of 2017. Following completion of the Merger, our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, and as such, we will no longer file periodic reports with the SEC.

In connection with the Merger, we have incurred, and expect to continue to incur through the closing of the Merger, significant expenses such as transaction, professional services, employee-related and other costs. As of March 31, 2017, we have incurred Merger costs of $10.1 million.

Recent Satellite Developments

On February 1, 2017, WorldView-4 was placed into service and commercial operations began. We assigned WorldView-4 an estimated useful life of 10.5 years, resulting in depreciation expense of $84.2 million annually. In February 2017, we began providing direct access capacity to certain of our international defense and intelligence customers.

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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 provide services to customers around the world. The following table summarizes our results of operations:


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
U.S. Government revenue	$	138.3	$	110.3		25.4	%
Diversified Commercial revenue		71.4		65.1		9.7
Total revenue		209.7		175.4		19.6
Cost of revenue, excluding depreciation and amortization		61.3		34.5		77.7
Selling, general and administrative		63.1		46.4		36.0
Depreciation and amortization		79.5		71.0		12.0
Restructuring charges		0.3		2.9		(89.7)
Income from operations		5.5		20.6		(73.3)
Interest expense, net		(9.5)		(5.1)		86.3
Loss from extinguishment of debt		(0.5)		—		*
(Loss) income before income taxes		(4.5)		15.5		*
Income tax benefit (expense)		2.3		(6.0)		*
Equity in earnings from joint ventures, net of tax		—		(0.9)		*
Net (loss) income	$	(2.2)	$	8.6		*	%

* Not meaningful

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


	For the three months ended
	March 31,
	2017		2016
U.S. Government revenue	66.0	%	62.9	%
Diversified Commercial revenue	34.0		37.1
Total revenue	100.0		100.0
Cost of revenue, excluding depreciation and amortization	29.3		19.7
Selling, general and administrative	30.1		26.5
Depreciation and amortization	37.9		40.5
Restructuring charges	0.1		1.6
Income from operations	2.6		11.7
Interest expense, net	(4.5)		(2.9)
Loss from extinguishment of debt	(0.2)		—
(Loss) income before income taxes	(2.1)		8.8
Income tax benefit (expense)	1.1		(3.4)
Equity in earnings from joint ventures, net of tax	—		(0.5)
Net (loss) income	(1.0)	%	4.9	%

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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. We have two primary customer groups: U.S. Government and Diversified Commercial.

U.S. Government


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
U.S. Government Revenue:
EnhancedView SLA	$	84.3	$	84.3		—	%
Other revenue and value-added services		50.2		22.2		*
NextView amortization		3.8		3.8		—
Total	$	138.3	$	110.3		25.4	%

U.S. Government revenue consists primarily of the EnhancedView Service Level Agreement (“EnhancedView SLA”), other revenue and value-added services, and amortization of payments received from the United States National Geospatial-Intelligence Agency (“NGA”) to offset the construction costs of WorldView-1 under the NextView agreement (“NextView amortization”). 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, primarily purchase geospatial analytic products and services.

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 $28.0 million, or 25.4%, for the three months ended March 31, 2017, compared to the three months ended March 31, 2016 due to an increase in other revenue and value-added services, primarily as a result of contracts obtained in our acquisition of Radiant.

Diversified Commercial


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
Diversified Commercial Revenue:
DAP	$	36.1	$	33.2		8.7	%
Other diversified commercial		35.3		31.9		10.7
Total	$	71.4	$	65.1		9.7	%

U.S. and International Sales:
U.S.	$	14.1	$	11.3		24.8	%
International		57.3		53.8		6.5
Total	$	71.4	$	65.1		9.7	%

Reseller and Direct Sales:
Direct	$	55.3	$	49.2		12.4	%
Resellers		16.1		15.9		1.3
Total	$	71.4	$	65.1		9.7	%

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Diversified Commercial consists of the following types of customers: Direct Access Program (“DAP”), LBS, international civil government, other international defense and intelligence, energy 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 ten 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 $6.3 million, or 9.7% for the three months ended March 31, 2017 compared to the three months ended March 31, 2016. DAP revenue increased primarily from incremental revenue generated by demand for capacity on our WorldView-4 satellite. Other diversified commercial revenue increased primarily due to increased demand for our Global Basemap product suite.

Expenses

Cost of Revenue

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


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
Labor and labor-related costs	$	39.9	$	18.0	*	%
Facilities, subcontracting and equipment costs		18.5		13.6	36.0
Consulting and professional fees		0.5		0.6	(16.7)
Other direct costs		2.4		2.3	4.3
Total	$	61.3	$	34.5	77.7	%

Outside of certain U.S. Government contracts within our Services business, where revenue is generally recognized on the basis of time plus reimbursable costs incurred during the period, 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 $26.8 million, or 77.7% for the three months ended March 31, 2017 compared to the three months ended March 31, 2016. Labor and labor-related costs increased primarily due to expenses for employees assumed in connection with our acquisition of Radiant, along with increased headcount to support revenue-generating activities, including the operation of WorldView-4. Facilities, subcontracting and equipment costs increased primarily due to expenses incurred to support contracts obtained in the Radiant acquisition.

Selling, General and Administrative

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


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
Labor and labor-related costs	$	33.6	$	26.4	27.3	%
Consulting and professional fees		17.5		5.8	*
Rent and facilities		3.2		4.3	(25.6)
Computer hardware and software		2.6		3.3	(21.2)
Satellite insurance		2.9		2.3	26.1
Other		3.3		4.3	(23.3)
Total	$	63.1	$	46.4	36.0	%

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Selling, general, and administrative expenses increased $16.7 million, or 36.0% for the three months ended March 31, 2017 compared to the three months ended March 31, 2016. Labor and labor-related costs increased primarily due to expenses for employees assumed in connection with our acquisition of Radiant, along with an increase in stock-based compensation and related expenses due to the higher than anticipated achievement of certain performance vesting conditions in the quarter and improved company performance. Consulting and professional fees increased primarily due to costs incurred in connection with the Merger.

Depreciation and Amortization


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
Depreciation and amortization	$	79.5	$	71.0	12.0	%

Depreciation and amortization increased $8.5 million, or 12.0%, for the three months ended March 31, 2017 compared to the three months ended March 31, 2016 primarily due to placing WorldView-4 in service during the quarter. This increase was partially offset by assets that were fully depreciated in 2016 and impairment charges of $2.6 million recorded in the prior year.

Interest Expense, net


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
Interest expense, net	$	(9.5)	$	(5.1)	86.3	%

Our interest charges are primarily associated with borrowings used to finance the construction of our satellites.

Interest expense, net of capitalized interest of $3.1 million, increased $4.4 million for the three months ended March 31, 2017 primarily as a result of 24.4% of our interest being capitalized to capital projects during the three months ended March 31, 2017 compared to 68.3% during the three months ended March 31, 2016. We are no longer capitalizing interest on the cost basis of WorldView-4 subsequent to placing the satellite into service on February 1, 2017. This increase was partially offset by the lower interest rate on our outstanding debt as a result of our debt refinancing in the fourth quarter of 2016. The interest rate on our long-term debt is variable and may fluctuate in future periods.

Income Tax Benefit (Expense)


	For the three months ended
	March 31,
(in millions)	2017		2016		% Change
Income tax benefit (expense)	$	2.3	$	(6.0)	*	%

We recognized an income tax benefit of $2.3 million for the three months ended March 31, 2017 as compared to income tax expense of $6.0 million for the three months ended March 31, 2016, primarily due to generating a pre-tax loss in 2017 compared to pre-tax income in 2016.

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Balance Sheet Measures

Total assets decreased $73.3 million, or 2.4%, from December 31, 2016 to March 31, 2017 primarily due to a decrease in property, plant and equipment, net, as a result of current year depreciation expense, partially offset by costs incurred related to WorldView-4 and various other infrastructure projects, along with a decrease in cash and cash equivalents primarily due to the redemption of our remaining outstanding 5.25% senior notes (“Senior Notes”) and capital expenditures.

Total liabilities decreased $74.2 million, or 4.0%, from December 31, 2016 to March 31, 2017 primarily due to the redemption of our remaining outstanding Senior Notes, a decrease in deferred revenue resulting primarily from recognition of U.S. government revenue in excess of billings and a decrease in other accrued liabilities as a result of incentive compensation payouts that were accrued in the prior year.

Liquidity and Capital Resources

As of March 31, 2017, we had $77.2 million in cash and cash equivalents and $200.0 million available for borrowing under our Senior Secured Revolving Credit Facility. At March 31, 2017, 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 12 months. If the NGA, 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 12 months.

In summary, our cash flows were:


	For the three months ended
	March 31,
(in millions)	2017		2016
Net (loss) income	$	(2.2)	$	8.6
Non-cash items		88.3		88.2
Changes in working capital		(47.4)		(37.3)
Net cash provided by operating activities		38.7		59.5
Net cash used in investing activities		(20.9)		(46.1)
Net cash used in financing activities	$	(44.9)	$	(65.5)

Operating Activities

Our largest source of cash provided by operations is revenue generated by sales of 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 $20.8 million, or 35.0%, from the three months ended March 31, 2016 to the three months ended March 31, 2017, primarily due to decreased net income, along with a net decrease in cash from changes in working capital, which was primarily driven by deferred revenue.

Investing Activities

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

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During the three months ended March 31, 2017, we incurred $20.9 million in capital expenditures, which includes capitalized interest of $5.1 million. Cash used in investing activities decreased $25.2 million from the three months ended March 31, 2016 to the three months ended March 31, 2017 due to a decrease in capital expenditures, primarily resulting from placing our WorldView-4 satellite into service in February 2017, and equity financing provided to Vricon, Inc. in the prior year.

Financing Activities

Cash used in financing activities consists primarily of principal payments made on our long-term debt and stock buybacks as part of our share repurchase program.

Cash used in financing activities decreased $20.6 million, or 31.5% from the three months ended March 31, 2016 to the three months ended March 31, 2017 primarily due to our share repurchase program, which we completed in the fourth quarter of 2016, partially offset by an increase in payments on our debt due to the redemption of our remaining outstanding Senior Notes in January 2017 .

Non-U.S. GAAP Financial Measures

Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA


	For the three months ended
	March 31,
(in millions)	2017		2016
Net (loss) income	$	(2.2)	$	8.6
Depreciation and amortization		79.5		71.0
Interest expense, net		9.5		5.1
Income tax (benefit) expense		(2.3)		6.0
EBITDA		84.5		90.7
Restructuring charges		0.3		2.9
Other re-engineering charges		—		0.9
Joint venture losses, net		—		0.9
Merger and integration costs		10.2		—
Loss from early extinguishment of debt		0.5		—
Adjusted EBITDA	$	95.5	$	95.4

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

EBITDA and Adjusted EBITDA are key measures used in our internal operating reports by management and our Board of Directors to evaluate the performance of our operations and are also used by analysts, investment banks and lenders for the same purpose. Adjusted EBITDA is a measure being used as a key element of our 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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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.

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

Adjusted EBITDA further adjusts EBITDA to exclude restructuring and other re-engineering charges related to specific restructuring and re-engineering actions because we do not believe these costs are indicative of the underlying operating performance of our business and our 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. Restructuring charges incurred in 2017 relate to the restructuring plan initiated in 2016 in conjunction with our acquisition of The Radiant Group, Inc. (“Radiant”). Restructuring and other re-engineering charges incurred in 2016 relate to the re-engineering and restructuring plans announced in 2015.

Adjusted EBITDA also excludes joint venture losses, net, merger and integration costs, and the loss on early extinguishment of debt as these are non-core items that are not directly related to our primary operations. Merger costs are costs incurred to effect the Merger with MDA, such as advisory, legal, accounting, consulting and other professional fees. Integration costs consist primarily of professional fees incurred to assist us with system and process improvements associated with integrating operations as part of the Radiant acquisition. Loss on early extinguishment of debt is related to the redemption of our remaining outstanding Senior Notes in January 2017.

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


	For the three months ended
	March 31,
(in millions)	2017		2016
Net cash flows provided by operating activities	$	38.7	$	59.5
Capital expenditures		(20.9)		(38.6)
Free cash flow (1)	$	17.8	$	20.9

(1) We modified our definition of free cash flow in the fourth quarter of fiscal year 2016. Prior period amounts have been revised to conform to the current definition.

Free cash flow is defined as net cash flows provided by operating activities less Capital expenditures as disclosed in the Unaudited Condensed Consolidated Statements of Cash Flows. 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 March 31, 2017.

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Contractual Obligations

As of March 31, 2017, 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, 2016.

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. Some of these agreements do not limit the maximum potential future payments we 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, 2016, 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, 2016.

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, 2016. 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, 2016.

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 March 31, 2017. Based upon that evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2017.

Table of Contents

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.

Table of Contents

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 27, 2017. 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, 2016.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBIT INDEX

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.

Table of Contents

SIGNATURE

DIGITALGLOBE, INC.

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


Date: May 2, 2017		/s/ Gary W. Ferrera
		Gary W. Ferrera
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: May 2, 2017		/s/ Jose A. Torres Jr.
		Jose A. Torres, Jr.
		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

Table of Contents

EXHIBIT INDEX

Incorporated by Reference

Exhibit No

Exhibit Description

Form

SEC File No.

Exhibit

Filing Date

Filed or Furnished
Herewith

2.3**§

Agreement and Plan of Merger, dated as of February 24, 2017, by and among DigitalGlobe, Inc., MacDonald, Dettwiler and Associates Ltd., SSL MDA Holdings, Inc., and Merlin Merger Sub, Inc.

8-K

001-34299

2.1

2/24/17

3.1

Amendment, dated February 23, 2017, to the Amended and Restated Bylaws of DigitalGlobe, Inc.

8-K

001-34299

3.1

2/24/17

10.1#

Modification P00037 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.2#

Modification P00038 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.3#

Modification P00039 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.4#

Modification P00040 to Contract #HM021010CN002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency.

10.5*

Form of Restricted Share Unit Award Agreement for Non-U.S. Grantees.

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.

Table of Contents

32.1†

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

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 March 31, 2017, Commission File No. 001-34299, formatted in eXtensible Business Reporting Language (XBRL):

(i.) Unaudited Condensed Consolidated Statements of Operations

(ii.) Unaudited Condensed Consolidated Balance Sheets

(iii.) Unaudited Condensed Consolidated Statements of Cash Flows

(iv.) Related notes, tagged or blocks of text

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

* Management contract or compensatory plan arrangement.

** This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the U.S. Securities and Exchange Commission upon request.

§ This agreement contains representations, warranties, covenants and agreements by each of the parties to the respective agreements. These representations, warranties, covenants and agreements were made only for purposes of that agreement and as of the specific dates therein, were solely for the benefits of the parties to the agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the agreement instead of establishing these matters as facts). Moreover, information concerning the subject matter of the representations and warranties may change after the date of the agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The agreement should be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and Forms 8-K and other documents that the Company files or has filed with the SEC.

† Furnished herewith.


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


AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT				1. CONTRACT ID CODE		PAGE OF PAGES
						01 \| 4
2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.			5. PROJECT NO. (If applicable)
P00037		01/18/2017	See Schedule
6. ISSUED BY	CODE	[REDACTED]	7. ADMINISTERED BY (If other than Item 6)		CODE	[REDACTED]
[REDACTED] [REDACTED] [REDACTED] [REDACTED]			[REDACTED] [REDACTED] [REDACTED] [REDACTED]
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) DIGITALGLOBE, INC. Attn: [REDACTED] 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) Incremental Funding IAW Paragraph B.10
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 provide incremental funding in the amount of [**REDACTED**] under contract line item (CLIN) 0601, Service Level Agreement for Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity). The total funding obligated under the contract increases by [**REDACTED**] from [**REDACTED**] to [**REDACTED**] .

The estimated CLIN 0601 Service Level Agreement funds exhaustion date is 01-February-2017.

The total value of the Contract remains unchanged.

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]	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)

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/P00037

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

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

2. Under Section G, Contract Administration Data, Paragraph G.6, Accounting and Appropriation Data, the table is revised to reflect the [**REDACTED**] obligation under CLIN 0601 informational

Sub-CLINs 060103 and 060104. Change page 34a is attached hereto.

Discount Terms:

Net 30

Payment:

[**REDACTED**]

FOB: Destination

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

Change Item 0601 to read as follows(amount shown is the obligated 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/P00037

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
0601	Commercial Satellite Imagery - Service Level				[REDACTED]
	Agreement For Pixel & Imagery
	Acquisition/Operations (Baseline Collection
	Capacity). $300,000,000.00 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
	Change Item 060103 to read as follows(amount
	shown is the obligated amount):
060103	Commercial Satellite Imagery - SLA Funding.				[REDACTED]
	CLIN VALUE: [REDACTED]
	Product/Service Code: 7640
	Product/Service Description: MAPS, ATLASES,
	CHARTS, & GLOBES
	Requisition No: NSX8G86295AS01, NSX8G86341AS11,
	NSX8G86362AS14
	Accounting Info:
	[REDACTED]
	Funded: [REDACTED]
	Accounting Info:
	[REDACTED]
	Funded: [REDACTED]
	Period of Performance: 09/01/2016 to 08/31/2017
	Change Item 060104 to read as follows(amount
	shown is the obligated amount):
060104	Commercial Satellite Imagery - SLA Funding.				[REDACTED]
	CLIN VALUE: [REDACTED]
	Product/Service Code: 7640
	Product/Service Description: MAPS, ATLASES,
	CHARTS, & GLOBES
	Requisition No: NSX8G86295AS01, NSX8G86341AS11,
	NSX8G86362AS14
	Accounting Info:
	[REDACTED]
	Funded: [REDACTED]
	Accounting Info:
	[REDACTED]
	Funded: [REDACTED]
	Period of Performance: 09/01/2016 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/P00037

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO. (A)	SUPPLIES/SERVICES (B)		QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
	[REDACTED]					Amount
	[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-P00037

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]
0806	[REDACTED]	[REDACTED]	[REDACTED]

Contract Page 22 of 64
UNCLASSIFIED//FOR OFFICIAL USE ONLY
WHEN SEPARATED FROM ATTACHMENT 1

HM0210-13-C-N002-P00037

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

		This Table is UNCLASSIFIED
CLIN	Maximum Total Price	Obligated Amount	Unfunded Amount
[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

(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
[REDACTED]	[REDACTED]	[REDACTED]	$300,000
	[REDACTED]	[REDACTED]	$300,000
	[REDACTED]	[REDACTED]	$300,000
	[REDACTED]	[REDACTED]	$300,000
	[REDACTED]	[REDACTED]	$300,000
	[REDACTED]	[REDACTED]	$300,000

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

HM0210-13-C-N002-P00037

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

FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [Redacted] HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION	Exhibit 10.2

UNCLASSIFIED


AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT				1. CONTRACT ID CODE	PAGE 01 PAGES 4
				4. REQUISITION/PURCHASE REO. NO. .	5. PROJECT NO. (If applicable)
2. AMENDMENT/MODIFICATION NO.
P00038		3. EFFECTIVE DATE	See Schedule
6. ISSUED BY	CODE	See Block 16C	7. ADMINISTERED BY (If other than Item 6)			CODE	[REDACTED]
		[REDACTED]
[REDACTED] [REDACTED] [REDACTED] [REDACTED]			[REDACTED] [REDACTED] [REDACTED] [REDACTED]
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) DIGITALGLOBE, INC. Attn: [REDACTED] 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) Incremental Funding IAW Paragraph B.10
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 estimated CLIN 0601 Service Level Agreement funds exhaustion date is 18-May-2017.

The total value of the Contract remains unchanged.

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

[**REDACTED**]

16B. UNITED STATES OF AMERICA

[**REDACTED**]

16C. DATE SIGNED

[**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/P00038

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 CLIN Series 0600, Contract Year 7:

2. Under Section G, Contract Administration Data, Paragraph G.6, Accounting and Appropriation Data, the table is revised to reflect the [**REDACTED**] obligation under CLIN 0601 informational Sub-CLINs 060103 and 060104. Change page 34a is attached hereto.

Delivery: 08/31/2017

Discount Terms:

Net 30

Delivery Location Code:

[**REDACTED**]

See Statement of Work

Payment:

[**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/P00038

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
	FOB: Destination Period of Performance: 09/01/2013 to 08/31/2017 Change Item 0601 to read as follows(amount shown is the obligated amount):
0601	Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity). $300,000,000.00 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 Change Item 060103 to read as follows(amount shown is the obligated amount):				[REDACTED]
060103	Commercial Satellite Imagery - SLA Funding. CLIN VALUE: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NSX8G86295AS01, NSX8G86341AS11, NSX8G86362AS14, NSX8G87020AS15 Accounting Info: [REDACTED] Funded: [REDACTED] Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2016 to 08/31/2017 Change Item 060104 to read as follows(amount shown is the obligated amount):				[REDACTED]
060104	Commercial Satellite Imagery - SLA Funding. CLIN VALUE: [REDACTED] Product/Service Code: 7640 Product/Service Description: MAPS, ATLASES, CHARTS, & GLOBES Requisition No: NSX8G86295AS01, NSX8G86341AS11, NSX8G86362AS14, NSX8G87020AS15 Accounting Info: [REDACTED] Funded: [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/P00038

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.


ITEM NO. (A)	SUPPLIES/SERVICES (B)	QUANTITY (C)	UNIT (D)	UNIT PRICE (E)	AMOUNT (F)
	Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2016 to 08/31/2017
	G-1 Accounting and Appropriation Data
	[REDACTED] [REDACTED] [REDACTED] [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-P00038

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-P00038

UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1


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

HM0210-13-C-N002-P00038

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


FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THE EXHIBIT MARKED BY [Redacted] HAVE BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION	Exhibit 10.3

UNCLASSIFIED


AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT					1. CONTRACT ID CODE.	Page 1 \|Pages 15

2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REQ. NO.					,5. PROJECT NO. (If applicable)
P00039		See Block 16C
6. ISSUED BY	CODE	[REDACTED]	7. ADMINISTERED BY (If other than Item 6)				CODE	[REDACTED]
[REDACTED] [REDACTED] [REDACTED] [REDACTED]			[REDACTED] [REDACTED] [REDACTED] [REDACTED]
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) DIGITALGLOBE, INC. Attn: [REDACTED] 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 of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA(If required)		Not Applicable
13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
CHECK ONE	A. THE CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
	C. THIS SUPPLEMENTALAGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X	D. OTHER (Specify type of modification and authority) Supplemental Agreement IAW FAR 43.103(a) (3)
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 implement a contractual operational arrangement that

deconflicts U.S. Government collection requirements from DigitalGlobe, Inc. commercial and internal collection requirements on WorldView-1, WorldView-2 and WorldView-3 satellites within the DigitalGlobe constellation that are under the EnhancedView contract. Accordingly, the contract is modified to establish Options for a Satellite Access Agreement (SAA) under CLIN Series 0x01 as an alternate construct for the imagery collection capacity to the existing Service Level Agreement (SLA) (CLIN Series Ox01); (2) Revise Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work (SOW) to incorporate changes associated with the SAA; and (3) Make other

Continued ...

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

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

[**REDACTED**]

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

[**REDACTED**]

15B. CONTRACTOR/OFFEROR

[**REDACTED**]

15C. DATE SIGNED

[**REDACTED**]

16B. UNITED STATES OF AMERICA

[**REDACTED**]

16C. DATE SIGNED

[**REDACTED**]

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/P00039

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

miscellaneous administrative changes to the

contract as noted below.

Additionally: Effective thirty (30) days after Contract Modification P00039 is executed by the NGA, under CLIN 0601, the [**REDACTED**] .

Additionally: In regards to [**REDACTED**] tasking, the Parties recognize [**REDACTED**] .

Additionally: Effective thirty (30) days after Contract Modification P00039 is executed by the NGA, under CLIN 0601, NGA shall have access as available to [**REDACTED**].

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.10, Option CLINs 0301, 0401, 0501, 0601, 0701, 0801 And 0901 -

Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity) (change page 23 is attached hereto):

1.a. The Title of Paragraph B.10 is hereby revised to read as follows: Option CLINs 0301, 0401, 0501, 0601, 0701, 0801 And 0901 -

Commercial Satellite Imagery - Service Level Agreement (SLA) or Satellite Access Agreement (SAA) For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity).

1.b. The first paragraph is hereby revised Continued ...


NSN 7540-01-152-8067	OPTIONAL FORM 336 (4-86)
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REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021013CN002/P00039

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

to read as follows: The scope of this FFP CLIN

Series for the acquisition and delivery of imagery and associated imagery support data from the Contractor's satellite constellation is defined in Contract [**REDACTED**] .

1.c. Under the Table entitled Options: Contract Years 2 through 10, the asterisk note is revised to read: [**REDACTED**] .

2. Under Section H, Special Contract Requirements (change pages 46 and 49b are attached hereto):

2.a. Under Special Contract Requirement H.24, Exercise of Options, Paragraph b. is hereby revised to read as follows: If exercised, SLA Option CLINs 0301, 0401, 0501 and 0601 and SAA Option CLINs 0701, 0801 and 0901, for Pixel & Imagery Acquisition /Operations (Baseline Collection Capacity) will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised; however, see [**REDACTED**] .

2.b. New Special Contract Requirement H.36, DigitalGlobe Notification to the Government of Readiness to Implement the Satellite Access Agreement is hereby added as follows:

[**REDACTED**]

Continued ...

NSN 7540-01-152-8067	OPTIONAL FORM 336 (4-86)
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PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Entire page [**REDACTED**]

Continued ...

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PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

Entire page [**REDACTED**]

Continued ...

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[**REDACTED**]

5. A revised Section A through Section J Table of Contents is provided to reflect the name change of Section B Paragraph B.10 and new Special Contract Requirement H.36 DigitalGlobe Notification to the Government of Readiness to Implement the Satellite Access Agreement. Change pages 18 and 20 are attached hereto.

Payment:

[**REDACTED**]

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



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

UNCLASSIFIED

HM0210-13-C-N002- P00SAA

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: RESERVED (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 (SLA) [REDACTED] 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	(U) OPTION CLINs 0307, 0407, 0507, 0607, 0807 and 0907: COMMERCIAL SATELLITE IMAGERY – WorldView-2 DROP OPTION FOR AUGMENTATION TECHNICAL PARAMETERS (and CLINs 0007, 0107 and 0207)	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 N01-0618J, NEXTGEN COMMERCIAL IMAGERY BASELINE AND CLEANUP -- PHASE 1 DEVELOPMENT	26
B.21	(U) CLIN 0608, LICENSE FOR FULL PUBLIC DISCLOSURE	18
B.22	(U) CLIN 0609, NGA REQUEST FOR CHANGE N01-0618J, NEXTGEN COMMERCIAL IMAGERY BASELINE AND CLEANUP -- PHASE 2 TEST SUPPORT	18
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

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H.35	(U) SPECIAL TERMS AND CONDITIONS FOR INTERIM PAYMENTS, LINE ITEM 0408 – MILESTONE EVENT AND AMOUNT	49a
[REDACTED]
(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
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 (SLA) OR SATELLITE ACCESS AGREEEMENT (SAA) 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 from the Contractor’s satellite constellation is defined in Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work [**REDACTED**] 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

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clause. If the parties cannot reach agreement, the matter will be resolved in accordance with the Disputes Clause and the other terms and conditions of this contract.

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

(U) General Terms

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

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

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

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

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

(U) Licensed Users

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

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

State Governments

Local Governments

Foreign Governments and inter-governmental organizations

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

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

H.24 (U) EXERCISE OF OPTIONS

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

b. (U) If exercised, SLA Option CLINs 0301, 0401, 0501, and 0601 and SAA Option CLINs, 0701, 0801, and 0901, for Pixel & Imagery Acquisition /Operations (Baseline Collection Capacity) will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised; however, see Special Contract Requirement H.36.

c. (U) [**REDACTED**]

d. (U) [**REDACTED**]

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Table [**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)	February 10, 2017
2	DD Form 254, Contract Security Classification Specification, Revision 3	September 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

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

UNCLASSIFIED

					1. CONTRACT ID CODE	PAGE 1 \|PAGES 5
2. AMENDMENT/MODIFICATION NO.		3. EFFECTIVE DATE	4. REQUISITION/PURCHASE REO. NO.					15. PROJECT NO. (If applicable)
P00040		See Block 16C	See Schedule
6. ISSUEQ 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)			9A. AMENDMENT OF SOLICITATION NO.
DIGITALGLOBE, INC. Attn: [REDACTED] 1300 W 120TH AVENUE WESTMINSTER CO 80234				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. ACCOUNTINGANDAPPROPRIATION 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, PURSUANTTOTHEAUTHORITYOF FAR43.103(b).
	C. THIS SUPPLEMENTALAGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
X	D. OTHER (Specify type of modification and authority) Incremental Funding IAW Paragraph B.l0 and Supplemental Agreement IAW FAR 43 .103(a) (3)
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.)

Tax ID Number: 31-1420852

DUNS Number: 789638418

The purpose of this modification is to (1) Provide incremental funding in the amount of

[**REDACTED**] under contract line item (CLIN) 0601, Service Level Agreement for Pixel & Imagery Acquisition/ Operations (Baseline Collection Capacity); and (2) Update government property tracking and reporting requirements (updated Special Contract Requirement H.13 and FAR 52.245-1, and new DFARS clauses DFARS 252.245-7001, 252.245-7002, 252.245-7003, 252.245-7004 and 252.211-7003) at no additional cost (reference NGA email dated 09-February-2017 and DigitalGlobe email dated 08-March-2017). The total funding obligated under the contract increases by [**REDACTED**] from [**REDACTED**] to [**REDACTED**].

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]
15B. CONTRACTOR/OFFEROR	15C. DATE SIGNED	16B. UNITED STATES OF AMERICA [REDACTED]	16C. DATE SIGNED
[REDACTED]	[REDACTED]		[REDACTED]
(Signature of person authorized to sign)

NSN 7540-01-152-8070
Previous edition unusable

STANDARD FORM 30 (REV. 10-B3)

Prescribed by GSA

FAR (48 CFR) 53.243

UNCLASSIFIED

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED

HM021013CN002/P00040

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

The estimated CLIN 0601 Service Level Agreement funds exhaustion date is 01-June-2017.

The total value of the Contract remains unchanged.

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

a. 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 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**]. The Maximum Total Price column is unchanged.

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

2. Under Section G, Contract Administration Data, Paragraph G.6, Accounting and Appropriation Data, the table is revised to reflect the [**REDACTED**] obligation under existing CLIN 0601 informational Sub-CLIN 060104 and new informational SubCLIN 060105. Change page 34a is attached hereto.

3. Under Section H, Special Contract Requirements, Special Contract Requirement H.13, NGA: 5X45.102-9000 Government Furnished Accountable Property (MAY 2003), is deleted and replace in its entirety with updated H.13, NGA: 5X52.45.102-9000 Management of NGA Government Property (NOV 2016). Change pages 41 and 42 are

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/P00040

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

attached hereto. Pages 43 through 49a are attached hereto for repagination, with page 49b eliminated due to the repagination.

4. Under Section I, Contract Clauses:

a. Clause 1.16, FAR 52.245-9 USE AND CHARGES. (JUN 2007) is hereby updated to FAR 52.245-9 USE AND CHARGES. (JAN 2017). Change page 57 is attached hereto.

b. The following new DFARS clauses are hereby added (change page 63 is attached hereto; page 62 is attached hereto for repagination):

(1) New Clause 1.37, DFARS 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property (APR 2012)

(2) New Clause 1.38, DFARS 252.245-7002 Reporting Loss of Government Property (APR 2012)

(3) New Clause 1.39, DFARS 252.245-7003 Contractor Property Management System Administration (APR 2012)

(4) New Clause 1.40, DFARS 252.245-7004 Reporting, Reutilization, and Disposal (SEP 2016)

(5) New Clause 1.41, DFARS 252.211-7003 Item Unique Identification and Valuation (MAR 2016)

5. A revised Section A through Section J Table of Contents, pages 19 and 20, are attached hereto reflecting the repagination due to the above changes.

Delivery: 08/31/2017

Discount Terms:

Net 30

Delivery Location Code:

[**REDACTED**]

See Statement of Work

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/P00040

PAGE

NAME OF OFFEROR OR CONTRACTOR

DIGITALGLOBE, INC.

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

0601

060104

060105

Payment:

[**REDACTED**]

FOB: Destination

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

Change Item 0601 to read as follows(amount shown is the obligated amount):

Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity). $300,000,000.00 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

Change Item 060104 to read as follows(amount shown is the obligated amount):

Commercial Satellite Imagery - SLA Funding.

CLIN VALUE: [**REDACTED**]

Product/Service Code: 7640

Product/Service Description: MAPS, ATLASES,

CHARTS, & GLOBES

Requisition No: NSX8G86295AS01, NSX8G86341AS11, NSX8G86362AS14, NSX8G87020AS15, NSX8G87072AS17

Accounting Info:

[**REDACTED**]

Funded:[**REDACTED**]

Accounting Info:

[**REDACTED**]

Funded: [**REDACTED**]

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

Add Item 060105 as follows:

Commercial Satellite Imagery - SLA Funding.

CLIN VALUE: [**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/P00040

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: NSX8G87072AS17 Accounting Info: [REDACTED] Funded: [REDACTED] Period of Performance: 09/01/2016 to 08/31/2017

	G-1 Accounting and Appropriation Data

	[REDACTED]				Amount
	[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-P00040

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: 5X52.45.102-9000 MANAGEMENT OF NGA GOVERNMENT PROPERTY (NOV 2016)	41
H.14	(U) NGA: 5X52.227-9001 ACTIVITIES THAT AFFECT U.S. PERSONS (DEC 2004)	42
H.15	(U) NGA: 5X52.207-9000 DOD BASE REALIGNMENT AND CLOSURE (APR 2008)	42
H.16	(U) NGA: 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS, DELAYED ARRIVAL OR EARLY RELEASE OF FEDERAL EMPLOYEES (APRIL 2013)	42
H.17	(U) SECURITY REQUIREMENTS - CONTRACT CLASSIFICATION	43
H.18	(U) ORGANIZATIONAL CONFLICT OF INTEREST	43
H.19	(U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING	44
H.20	(U) WARRANTY	44
H.21	(U) EXPORT CONTROL AND ASSIGNMENT OF PERSONNEL	44
H.22	(U) EMERGENCIES, DISASTERS, AND HUMANITARIAN EFFORTS	45
H.23	(U) NextView IMAGERY END USER LICENSE AGREEMENT	45
H.24	(U) EXERCISE OF OPTIONS	46
H.25	[REDACTED]	46
	[REDACTED]	47
	[REDACTED]	47
	[REDACTED]	47
H.33	(U) GEOEYE-1 AND GEOEYE-2 SATELLITE GOVERNMENT FURNISHED EQUIPMENT AND NGA SPONSORSHIP	48
H.34	(U) NGA: 5X52.242-9002 GOVERNMENT SHUTDOWN, FURLOUGH OF GOVERNMENT PERSONNEL AND CLOSURE OF NGA FACILITIES (APRIL 2013)	49
H.35	(U) SPECIAL TERMS AND CONDITIONS FOR INTERIM PAYMENTS, LINE ITEM 0408 - MILESTONE EVENT AND AMOUNT	49
(U) SECTION I - Contract Clauses		50
I.1	(U) FAR 52.204-2 SECURITY REQUIREMENTS. (AUG 1996)	50

Contract Page 19 of 64

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WHEN SEPARATED FROM ATTACHMENT 1

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WHEN SEPARATED FROM ATTACHMENT 1


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. (JAN 2017)	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)	62
I.36	(U) FAR 52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)	63
I.37	(U) DFARS 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property (APR 2012)	63
I.38	(U) DFARS 252.245-7002 Reporting Loss of Government Property (APR 2012)	63
I.39	(U) DFARS 252.245-7003 Contractor Property Management System Administration (APR 2012)	63
I.40	(U) DFARS 252.245-7004 Reporting, Reutilization, and Disposal (SEP 2016)	63
I.41	(U) DFARS 252.211-7003 Item Unique Identification and Valuation (MAR 2016)	63
(U) SECTION J - List of Documents Exhibits and Other Attachments		64

Contract Page 20 of 64

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HM0210-13-C-N002-P00040

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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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[**REDACTED**]

H.13 (U) NGA: 5X52.45.102-9000 MANAGEMENT OF NGA GOVERNMENT PROPERTY (NOV 2016)

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

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(U) Management of NGA Government Property

(a) (U) Definitions

(1) (U) GOVERNMENT PROPERTY IN THE POSSESSION OF CONTRACTORS (PIPC) is property to which the Government has title, is in the possession of a contractor or subcontractor for use in contract performance, and is managed in the NGA Total Asset Management (TAM) system.

(2) (U) NGA TOTAL ASSET MANAGEMENT (TAM) SYSTEM is the enterprise system for property accountability, stewardship, financial reporting, IT service management, configuration management, and certification and accreditation purposes. The NGA TAM System includes the NGA PeopleSoft Asset Management System, NGA Enterprise instance of Remedy, and other business systems that interface, connect, provide, or receive asset and asset-related information for the enterprise TAM solution.

(b) (U) Contractor Responsibilities.

(1) (U) PIPC

(i) (U) The Contractor shall manage PIPC in the NGA TAM System.

(ii) (U) The Contractor shall designate an Asset Custodian to manage PIPC in the NGA TAM system.

(2) (U) Government-Furnished Property (GFP)

(i) (U) The Contractor shall physically inventory all NGA GFP in its possession on an annual basis. Personnel who perform the physical inventory must not be the same individuals who maintain the property records or have custody of the property unless the Contractor’s operation is too small to do otherwise.

(ii) (U) The Contractor shall report inventory results to [**REDACTED**] to update the NGA TAM System for each contract and subcontract that involves GFP.

(1) (U) The NGA Security and Installation Operations Directorate, Installation Operations Office, Policy and Programs Division (SIOP) shall perform the property administration functions described in FAR 42.302(a)(27).

(2) (U) The Government shall provide instruction on the use of the NGA TAM System.

(3) (U) The Government shall designate a Program Asset Manager to perform receipt and acceptance on behalf of the Government for property managed in the NGA TAM System.

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

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

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

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

H.16 (U) NGA: 5X52.242-9001 OBSERVANCE OF LEGAL HOLIDAYS, DELAYED ARRIVAL OR EARLY RELEASE OF FEDERAL EMPLOYEES (APRIL 2013)

(H.16 is only applicable to personnel on site at a Government facility.)

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

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This Table is UNCLASSIFIED
New Year's Day	January 1st
Martin Luther King's Birthday	3rd Monday in January
Presidents Day	3rd Monday in February
Memorial Day	Last Monday in May
Independence Day	July 4th
Labor Day	1st Monday in September
Columbus Day	2nd Monday in October
Veterans Day	November 11th
Thanksgiving Day	4th Thursday in November
Christmas Day	December 25th
Inauguration Day (Washington DC Metropolitan Area only)	January 20th of each fourth year after 1965
Any other day designated by Federal law, Executive Order, or Presidential Proclamation.

(U) (b) When any such holiday falls on a Saturday or Sunday, the following Monday is observed.

(U) (c) Contractor personnel are not prohibited from performing work on a holiday, unless the labor category is not authorized to work as negotiated in the contract. The following list identifies the labor categories that are not authorized to perform work on a holiday based on negotiated terms. Labor categories included on this list are expected to complete their workday as scheduled when NGA government employees are authorized early release prior to a holiday (e.g. two hour early release) or other such benefit that applies to NGA government employees only.

LABOR CATEGORY: All labor categories are authorized to perform work on a holiday.

(U) (d) If the Contractor’s personnel work on a holiday, no form of holiday, premium or differential compensation is an allowable cost under the Contract unless another clause in the Contract explicitly authorizes work on holidays and for the time period covered by the special compensation.

(U) (e) When Federal employees working in an NGA facility are authorized a delayed arrival, released early or excused in bulk from work, the Contractor may authorize its personnel whose normal workplace is in that facility: (1) to continue working in the facility (unless prohibited by the NGA Facility Site Manager); (2) to work at alternate work locations; or (3) to refrain from performing services during that period of time; as long as any work performed does not result in the incurrence of any form of holiday, premium or differential compensation, or additional costs for alternate work locations to be reimbursed by the Government as a direct or non-nominal indirect cost. Such costs are not allowable under the Contract. Further, when services are not performed (e.g., a contractor employee takes leave) the non-working hours are not allowable as a direct charge under the Contract.

H.17 (U) SECURITY REQUIREMENTS - CONTRACT CLASSIFICATION

(U//FOUO) The association of the Government with the Contractor is unclassified in accordance with Contract Attachment 2, DD Form 254. The maximum work to be performed is classified Top Secret/SCI. The maximum classification of reports is classified Top Secret/SCI. The maximum classification of hardware is classified Top Secret/SCI. This classified information shall be divulged only on a need to know basis, and then only to those who have been authorized in writing by the Contracting Officer. Correspondence originated by the Contractor and/or data to be submitted, the contents of which contain classified information shall be stamped by you with the appropriate classification in accordance with Contract Attachment 2, DD Form 254.

H.18 (U) ORGANIZATIONAL CONFLICT OF INTEREST

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

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

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

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

H.19 (U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING

[**REDACTED**]

H.20 (U) WARRANTY

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

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

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

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

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

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

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

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

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

a. (U) General Terms

b. (U) Licensed Users

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

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

State Governments

Local Governments

Foreign Governments and inter-governmental organizations

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

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H.24 (U) EXERCISE OF OPTIONS

b. (U) If exercised, Option CLINs 0301, 0401, 0501, 0601, 0701, 0801, and 0901, SLA for Pixel & Imagery Acquisition

/Operations (Baseline Collection Capacity) will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised. The Option level exercised by the Government will dictate the capacity of the DigitalGlobe constellation.

c. (U) [ **REDACTED**]

d. (U) [**REDACTED**]

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

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

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

[**REDACTED**]

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Entire page [**REDACTED**]

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[**REDACTED**]

H.33 (U) GEOEYE-1 AND GEOEYE-2 SATELLITE GOVERNMENT FURNISHED EQUIPMENT AND NGA SPONSORSHIP

[**REDACTED**]

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[**REDACTED**]

H.34 (U) NGA: 5X52.242-9002 GOVERNMENT SHUTDOWN, FURLOUGH OF GOVERNMENT PERSONNEL AND CLOSURE OF NGA FACILITIES (APRIL 2013)

(H.34 is only applicable to personnel on site at a Government facility.)

(U) (a) An NGA facility may be closed down for all or a portion of a business day(s) as a result of:

1) Failure of Congress to appropriate funds, resulting in a government shutdown and furlough of government personnel;

2) Actual Continuity of Operations (COOP) or COOP training exercises;

3) Severe weather;

4) Unplanned events; or

5) Any other reason deemed appropriate by the D/NGA.

(U) (b) In specific reference to (a) 1, and notwithstanding any other provision of the Contract, in the event the Federal government is shutdown or NGA facilities are closed due to the failure of Congress to appropriate necessary funds for the continued performance of services under the Contract, the Contractor shall not perform services under the Contract unless notified by the NGA Senior Procurement Executive (SPE) that performance of services is authorized.

(U) (c) In specific reference to (a)2 through (a)5, the Contractor’s personnel may be authorized by the cognizant Contracting Officer or Contracting Officer’s Representative (COR) to work during a Government shutdown or closure as described in this clause, as long as any work performed does not result in the incurrence of any form of holiday, premium or differential compensation or additional costs for alternate work locations to be reimbursed by the Government as a direct or non-nominal indirect cost. Unless otherwise explicitly authorized by another clause, such costs are not allowable under the Contract. Further, when services are not performed (e.g., a contractor employee takes leave) the non-working hours are not allowable as a direct charge under the Contract.

H.35 (U) SPECIAL TERMS AND CONDITIONS FOR INTERIM PAYMENTS, LINE ITEM 0408 - MILESTONE EVENT AND AMOUNT

(U) Payment Event and Amount. The interim payment events and payment amounts are as follows:

[**REDACTED**]

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[REDACTED]

Table is UNCLASSIFIED

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provisions of paragraph (b) through (d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) (U) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, the Contractor incurs additional costs or is delayed in the performance of the work under this contract and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause entitled "Disputes."

(f) (U) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a) of this clause.

(g) (U) The termination provisions of this clause do not limit the rights of the Government under the clause entitled "Default." The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a) of this clause. This clause no longer applies once the contract is fully funded except with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) or (e) of this clause.

(h) (U) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled "Termination for Convenience of the Government."

(i) (U) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. 1342.

(j) (U) The parties contemplate that the Government will allot funds to this contract in accordance with the following schedule: Quarterly by Government Fiscal Year .

I.32 (U) DFARS 252.232-7010 LEVIES ON CONTRACT PAYMENTS. (DEC 2006)

I.33 (U) DFARS 252.243-7001 NOTICE OF CONTRACT MODIFICATIONS. (DEC 1991)

I.34 (U) SUBCONTRACTING REPORTING SYSTEM

(U) In accordance with DoD Class Deviation 2008-O0008 dated 12 Feb 2009, as stated in DFARS 219.708(b)(1)(B), the following clauses are authorized for use in lieu of the FAR and DFARS clauses. The full text of all the below Deviation Clauses may be obtained using the link to the Class Deviation provided at DFARS 219.708(b)(1)(B).

a. (U) In reference to FAR Clause provided at I.6, FAR 52.212-5(b)(11); 52.219-9, Small Business Subcontracting Plan (DEVIATION) applies in lieu of FAR Clause 52.219-9, Small Business Subcontracting Plan (APR 2008).

b. (U) In reference to DFARS Clause provided at I.27, 252.212-7001(c)(3); 252.219-7003, Small Business Subcontracting Plan (DoD Contracts)(DEVIATION) applies in lieu of 252.219-7003, Small Business Subcontracting Plan (DoD Contracts).

c. (U) In reference to DFARS Clause provided at I.27, 252.212-7001(c)(4); use 252.219-7004, Small Business Subcontracting Plan (Test Program) applies in lieu of 252.219-7004, Small Business Subcontracting Plan (Test Program) (AUG 2008).

d. (U) All the above clauses that apply are incorporated by reference.

I.35 (U) DFARS 252.217-7027 CONTRACT DEFINITIZATION (OCT 1998)

(a) A firm fixed price contract action is contemplated. The Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of a definitive contract that will include (1) all clauses required by the Federal Acquisition Regulation (FAR) on the date of execution of the undefinitized contract action, (2) all clauses required by law on the date of execution of the definitive contract action, and (3) any other mutually agreeable clauses, terms, and conditions. The Contractor agrees to submit a fixed-price proposal and cost or pricing data supporting its proposal.

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(b) The schedule for definitizing this contract action is as follows:


	Planned Date
Change Order Executed
Request For Proposal/Engineering Change Proposal Issued
Qualifying Proposal Received
Negotiation Start Date
Change Order Definitized

(c) If agreement on a definitive contract action to supersede this undefinitized contract action is not reached by the target date in paragraph (b) of this clause, or within any extension of it granted by the Contracting Officer, the Contracting Officer may, with the approval of the head of the contracting activity, determine a reasonable price or fee in accordance with Subpart 15.4 and Part 31 of the FAR, subject to Contractor appeal as provided in the Disputes clause. In any event, the Contractor shall proceed with completion of the contract, subject only to the Limitation of Government Liability clause.

(1) After the Contracting Officer’s determination of price or fee, the contract shall be governed by:

(i) All clauses required by the FAR on the date of execution of this undefinitized contract action for either fixed- price or cost-reimbursement contracts, as determined by the Contracting Officer under this paragraph (c);

(ii) All clauses required by law as of the date of the Contracting Officer’s determination; and

(iii) Any other clauses, terms, and conditions mutually agreed upon.

(2) To the extent consistent with paragraph (c)(1) of this clause, all clauses, terms, and conditions included in this undefinitized contract action shall continue in effect, except those that by their nature apply only to an undefinitized contract action.

(d) The definitive contract resulting from this undefinitized contract action will include a negotiated firm-fixed price in no event to exceed $ .

I.36 (U) FAR 52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $ dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is $ dollars.

I.37 (U) DFARS 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property (APR 2012)

I.38 (U) DFARS 252.245-7002 Reporting Loss of Government Property (APR 2012)

I.39 (U) DFARS 252.245-7003 Contractor Property Management System Administration (APR 2012)

I.40 (U) DFARS 252.245-7004 Reporting, Reutilization, and Disposal (SEP 2016)

I.41 (U) DFARS 252.211-7003 Item Unique Identification and Valuation (MAR 2016)

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Exhibit 10.5

DIGITALGLOBE, INC.

2007 EMPLOYEE STOCK OPTION PLAN

____________________________

Form of Restricted Share Unit Award Agreement

for Non-U.S. Grantees

____________________________

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

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

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

Grantee’s ID#: %%EMPLOYEE_IDENTIFIER%%

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

Award Number: %%OPTION_NUMBER%%

Award Type: Restricted Share Unit

Award Date: %%OPTION_DATE%%

Shares Granted: %%TOTAL_SHARES_GRANTED%%

Vesting Schedule:

%%VEST_TYPE_PERIOD1%-%

%%VEST_TYPE_PERIOD2%-%

%%VEST_TYPE_PERIOD3%-%

%%VEST_TYPE_PERIOD4%-%

%%VEST_TYPE_PERIOD5%-%

%%VEST_TYPE_PERIOD6%-%

%%VEST_TYPE_PERIOD7%-%

Exhibit 10.5

%%VEST_TYPE_PERIOD8%-%

%%VEST_TYPE_PERIOD9%-%

%%VEST_TYPE_PERIOD10%-%

2. Termination of Continuous Service . Subject to Section 4(b), if your Continuous Service with the Company or any of its Affiliate terminates for any reason prior to a Vesting Date, this Award shall terminate, all unvested RSUs shall be immediately and automatically forfeited without the transfer of any Shares to you, and you shall have no further rights with respect to the unvested RSUs. Continuous Service terminates on the date you (i) cease active employment with or end the provision of active services to the Company or any Affiliate of the Company (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment or service contract, if any), or (ii) give or receive notice of the termination of your employment for any reason and either (a) are placed on garden leave pursuant to your contract of employment (if applicable) or, (b) cease to perform your duties and responsibilities during your notice period in accordance with your contract of employment prior to the applicable vest date. In accordance with the Plan, the Committee shall have the exclusive discretion to determine whether Continuous Service has been interrupted in the case of any leave of absence approved by the Company of Affiliate (e.g, sick leave, military leave).

3. Settlement of RSUs . RSUs that vest pursuant to Section 1 (“ Vested RSUs ”) shall, subject to Section 13(b), be settled by the delivery to you or a designated brokerage firm of one Share per Vested RSU (or if so stated in the attached Appendix the cash equivalent of such Share per Vested RSU) as soon as practicable following the applicable Vesting Date and your satisfaction of applicable Tax-Related Items (defined below) withholding requirements.

4. Change in Control . If there is a Change in Control (and subject to you being in Continuous Service with the Company or its Affiliates as of the date of the Change in Control), notwithstanding any other provision of this Award Agreement or of any employment, severance protection or other agreement but subject to Section 13(b), all unvested RSUs shall be treated as follows:

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

(b) If the RSUs are continued, assumed or substituted by the successor of the Company (or an Affiliate of such successor company) that engages you immediately following the Change in Control, the RSUs shall continue to vest on the applicable Vesting Date(s), subject to your continued Continuous Service through the applicable Vesting Date; provided, however, that if (i) your employment is terminated other than for Cause, or (ii) you are subject to an employment or severance protection agreement that provides severance benefits in the result you resign for Good Reason and you resign for Good Reason, in either case within twelve months (except to the extent otherwise specified in your employment, severance protection or other agreement) following the Change in Control, the

Exhibit 10.5

RSUs shall fully vest upon such termination or resignation and shall be settled as promptly as practicable following such termination. “Good Reason” shall have the meaning specified in your unexpired employment agreement or severance protection agreement, if any.

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

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

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

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

7. Taxes .

(a) By accepting this Award, you acknowledge that, regardless of any action taken by the Company or any of its Affiliates, you shall be solely and ultimately responsible for the satisfaction of any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), and that such responsibility may exceed the amount actually withheld by the Company or any Affiliate. You further acknowledge that the Company and/or any Affiliate: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant of the Award, the vesting of the RSUs, the issuance of Shares (or payment of a cash equivalent) in settlement of the RSUs, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or

Exhibit 10.5

achieve any particular tax result. Further, if you have become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or any Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Committee to satisfy all withholding obligations of the Company and/or any of its Affiliates with respect to Tax-Related Items. In this regard, you hereby authorize the Company, in its sole discretion and without any notice to or further authorization by you, to withhold from the Shares being distributed under this Award upon vesting, that number of whole Shares the value of which is equal to the aggregate withholding obligation for Tax-Related Items as determined by the Company but only up to the minimum legally-required Tax-Related Items withholdings.

In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, you authorize the Company and/or any Affiliate satisfy the aggregate withholding obligation for Tax-Related Items as the Company determines to be appropriate by (i) sale, on the your behalf, a whole number of shares from those Shares issued to you, (ii) cash payment, (iii) withholding from the your wages or other cash compensation paid to you, or (iv) such other means as the Committee deems appropriate.

(c) Depending on the withholding method, the Company or the Affiliate may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(d) In the event that any payment or benefit received or to be received by you pursuant to the Plan or otherwise (collectively, the “Payments”) would result in a “parachute payment” as described in Section 280G of the Code (or any successor provision), notwithstanding the other provisions of this Award Agreement, the Plan, or any other agreement or arrangement (but subject to any contrary provisions of any separate unexpired employment or other agreement between you and the Company), such Payments shall not, in the aggregate, exceed the maximum amount that may be paid to you without triggering golden parachute penalties under Section 280G and related provisions of the Code, as determined in good faith by the Company’s independent auditors. If any benefits must be cut back to avoid triggering such penalties, they shall be cut back in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section 7 is paid to you, you shall repay the excess amount to the Company on demand, with interest at the rate provided for in Code Section 1274(b)(2)(B) (or any successor provision). The Company and you agree to cooperate with each other in connection with any

Exhibit 10.5

administrative or judicial proceedings concerning the existence or amount of golden parachute penalties. The foregoing reduction, however, shall only apply if it increases the net amount you would realize from Payments, after payment of income and excise taxes on such Payments. This Award Agreement shall be construed and interpreted to comply with Section 409A of the Code so as to avoid any tax, penalty, or interest thereunder.

(e) Finally, you shall pay to the Company or any Affiliate any amount of Tax-Related Items that the Company or any Affiliate may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of the Shares, if you fail to comply with your obligations in connection with the Tax-Related Items as described in this Section 7. You shall have no further rights with respect to any Shares that are retained by the Company or sold by the Company or its designated broker pursuant to this Section 6, and under no circumstances will the Company be required to issue any fractional Shares.

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

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

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

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

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

Exhibit 10.5

13. Plan Governs; Deferrals .

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

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

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

15. Not a Contract of Employment . By accepting this Award Agreement you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you agree never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgments and agreements.

16. Nature of Grant . In accepting the Award, you acknowledge, understand and agree that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) all decisions with respect to future Award grants, if any, will be at the sole discretion of the Company;

(d) the Award and the Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;

(e) the Award and the Shares subject to the Award, and the income and value of the same, are extraordinary items outside the scope of your employment or services contract, if any, and are not part of normal or expected compensation of any kind

Exhibit 10.5

for services of any kind rendered to the Company or any Affiliate or for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(g) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of the Company or any Affiliate; and

(h) you acknowledge and agree that neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any Shares acquired upon settlement.

17. No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

18. Data Privacy . You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other grant materials by and among, as applicable, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and any Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, e-mail address, date of birth, passport number, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Affiliate, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Personal Data”), for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Personal Data will be transferred to E*Trade Securities LLC and/or its affiliates (“E*Trade”) or any other stock plan service provider which is, presently or in the future, assisting the Company with the implementation, administration and management of the Plan. You understand that these recipients of Personal Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of Personal Data by contacting your local human resources representative. You authorize the Company, E*Trade and any other possible recipients which may assist the Company (presently or in the future) with

Exhibit 10.5

implementing, administering and managing the Plan to receive, possess, use, retain and transfer Personal Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom you may elect to deposit any Shares received upon vesting of the RSUs. You understand that Personal Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to withdraw your consent, your employment status or service with the Company or any Affiliate will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you RSUs or other equity awards or to administer or maintain RSUs or other equity awards granted to you prior or subsequent to such refusal or withdrawal. Therefore, you understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

19. Long-term Consideration for Award . By accepting this Award Agreement you acknowledge the terms and conditions set forth in Section 24 of the Plan and that such terms are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Section 24 of the Plan, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in this Section 19 or Section 24 of the Plan, shall cause this Award to become null, void, and unenforceable. You further acknowledge and agree that the terms and conditions of this Section 19 and Section 24 of the Plan shall survive both (i) the termination of your Continuous Service for any reason, and (ii) the termination of the Plan, for any reason. You acknowledge and agree that the grant of RSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section 19 or Section 24 of the Plan or succeed for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):

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

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

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

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

Exhibit 10.5

employment with the Company or any of its Affiliates. To the extent that the terms and conditions above are covered by any terms and conditions in your contract of employment, for the avoidance of any doubt, the terms and conditions contained in your contract of employment shall prevail. No particular consideration is payable for the terms and conditions contained in this Section 19. However, if mandatory legislation is introduced, pursuant to which consideration is a requirement for the validity and/or enforceability of the terms and conditions in this Section 19, you shall receive the minimum compensation provided by law. The Company may waive the terms and conditions contained in this Section 19 in whole or in parts, and you will only be entitled to such mandatory consideration for any period the terms and conditions are invoked.

20. Language . If you have received this Award Agreement, or any other document related to the Plan or this Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

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

22. Governing Law / Venue . The laws of the State of Colorado, to the extent not preempted by United States federal law, without giving effect to the conflict of laws principles thereof, shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or the Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Colorado and agree that such litigation shall be conducted only in the courts of Adams or Jefferson County, Colorado, or the United States for the District of Colorado, and no other courts, where this Award is made and/or to be performed.

23. Appendix . The Award shall be subject to any special terms and conditions set forth in the Appendix for your country. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement.

24. Imposition of Other Requirements . The Company reserves the right to impose other requirements on your participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

25. Insider Trading/Market Abuse Laws . You acknowledge that you may be subject to insider trading and/or market abuse laws in those countries and the United States, which may affect you ability to acquire or sell Shares under the Plan during such times as you are considered to have “inside information” (as defined by the laws in your country and the United States). The requirements of these laws may or may not be consistent with the terms of any applicable Company insider trading policy. You acknowledge that it is your responsibility to be informed of and

Exhibit 10.5

compliant with any such laws and such Company policies, and are hereby advised to speak to your personal legal advisor on this matter.

26. Foreign Asset/Account Reporting Notification . You understand that your country may have certain exchange control and/or foreign asset/account reporting requirements which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside of your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You acknowledge that it is your responsibility to comply with any applicable regulations, and you should speak to your personal advisor on this matter.

27. Waiver . You acknowledge that a waiver by the Company of a breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any prior or subsequent breach by you or any other grantee.

Exhibit 10.5

APPENDIX

DIGITALGLOBE, INC.

2007 Employee Stock Option Plan

Restricted Share Unit Award Agreement for Non-U.S. Grantees

Country-Specific Provisions

Capitalized terms used but not defined herein shall have the meanings set forth in the Plan and/or the Award Agreement.

This Appendix includes special terms and conditions applicable to you and the RSUs granted to you under the Plan if you reside and/or work in one of the countries listed below.

This Appendix also includes information regarding exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the exchange control, securities and other laws in effect in the respective countries as of January 2017. However, such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time you vest in the RSUs, acquire Shares (or the cash equivalent) or sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfers employment and/or residency to another country after the RSUs are granted or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to you. The Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply under these circumstances.

AUSTRALIA

Notifications

Australian Offer Document . The grant of the RSUs under the Plan is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Australian Offer Document attached to this Appendix.

Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act of 1997 (Cth) (the “Act”) applies (subject to the conditions of the Act).

Exhibit 10.5

BRAZIL

Terms and Conditions

Labor Law Policy and Acknowledgment. This provision supplements Section 16 of the Award Agreement ( Nature of Grant ):

By accepting the RSUs, you agree that (i) your are making an investment decision, (ii) the Shares will be issued to your only if the vesting conditions are met and any necessary services are rendered by your over the vesting period and (iii) the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to you.

Compliance with Law. By accepting the RSUs, you agree to comply with applicable Brazilian laws and to report and pay applicable Tax-Related Items associated with the vesting of the RSUs or the subsequent sale of the Shares acquired under the Plan.

Notifications

Foreign Asset/Account Reporting Information. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares acquired under the Plan.

Tax on Financial Transaction (IOF) . Repatriation of funds (e.g., sale proceeds) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial Transactions arising from your participation in the Plan. You should consult with your personal tax advisor for additional details.

CANADA

Terms and Conditions

Form of Payment . Notwithstanding any discretion contained in the Plan, the grant of RSUs does not provide any right for you to receive a cash payment and the Award is payable in Shares only.

The following provisions will apply to you, if you are a resident of Quebec:

Language Consent . The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention .

Exhibit 10.5

Data Privacy . This provision supplements the Data Privacy Section of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. You further authorize the Company and any Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors. You further authorize the Company and any Affiliate to record such information and to keep such information in your file.

Notifications

Securities Law Notice . You will not be permitted to sell or otherwise dispose of the Shares acquired under the Plan within Canada. You will only be permitted to sell or dispose of any Shares acquired under the Plan if such sale or disposal is made through the designated broker appointed under the Plan and takes place outside of Canada through the facilities on which such Shares are traded. The Shares are currently traded on the New York Stock Exchange.

Foreign Account / Assets Reporting Information . Foreign property, including RSUs, Shares acquired under the Plan and other rights to receive shares (e.g., stock options) of a non-Canadian company held by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time during the year. Thus, such RSUs must be reported – generally at a nil cost – if the C$100,000 cost threshold is exceeded because other foreign property is held by you. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares at the time of acquisition, but if you own other shares of the same company, this ACB may have to be averaged with the ACB of the other shares. You should consult with your personal tax advisor to determine your reporting requirements.

CHINA

Terms and Conditions

Settlement in Cash . Notwithstanding any provision in the Award Agreement to the contrary, if the Company determines that you are subject to certain restrictions established by the State Administration of Foreign Exchange ("SAFE") with respect to registration of a share-based program, you will not be entitled to receive Shares in connection with the settlement of your vested RSUs. Instead, your vested RSUs will be settled in the form of a cash equivalent payment, paid in local currency and delivered to you through local payroll.

INDIA

Terms and Conditions

Form of Settlement. Notwithstanding any discretion contained in the Plan or anything to the contrary in the Award Agreement, the RSUs are payable in a cash-equivalent amount only.

Notifications

Exchange Control Information. Due to exchange control restrictions in India, you may be required to repatriate any proceeds acquired under the Plan to India within 90 days of receipt, and proceeds from the receipt of any dividends on Shares within 180 days of receipt or as prescribed under applicable Indian exchange control laws, as

Exhibit 10.5

may be amended from time to time. Indian residents must obtain a foreign inward remittance certificate (“FIRC”) from the bank where they deposit the funds and must maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset/Account Reporting Information . Indian residents are required to declare any foreign bank accounts and assets (including cash or Shares acquired under the Plan) on their annual tax return. Failing to report these assets/accounts may result in penalties. You should consult with your personal tax advisor to determine your reporting requirements, if any.

ITALY

Terms and Conditions

The following provision replaces Section 18 of the Award Agreement:

Data Privacy

You understand that your employer (the "Employer"), the Company and any Affiliate may hold certain personal information about you, including, but not limited to, the your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Affiliate, details of the Award, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor and will process such data for the exclusive purpose of implementing, managing and administering the Plan ("Data") and in compliance with applicable laws and regulations.

You also understand that providing the Company with Data is mandatory for compliance with local law and necessary for the performance of the Plan and that your refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. The Controller of personal data processing is DigitalGlobe, Inc. with its address at 1300 W. 120th Ave, Westminster, CO 80234, USA and, pursuant to Legislative Decree no. 196/2003, its local representative for privacy purposes currently is a branch of the Company. Should the local representative change in the future, the Company will notify you of that change.

You understand that Data will not be publicized, but it may be accessible by the Employer and its internal and external personnel in charge of processing of such Data and by the data processor (the "Processor"), if any. An updated list of Processors and other transferees of Data is available upon request from the Employer. Furthermore, Data may be transferred to banks, other financial institutions, or brokers involved in the management and administration of the Plan. You understand that Data may also be transferred to the independent registered public accounting firm engaged by the Company. You further understand that the Company and/or any Affiliate will transfer Data among themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and/or any Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any Shares acquired pursuant to the RSUs. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan. You understand that these recipients may be acting as Controllers, Processors or

Exhibit 10.5

persons in charge of processing, as the case may be, in accordance with local law and may be located in or outside the European Economic Area in countries such as in the United States that might not provide the same level of protection as intended under Italian data privacy

laws. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require your consent thereto as the processing is necessary to performance of contractual obligations related to the implementation, administration and management of the Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. You should contact the Employer in this regard.

Furthermore, you are aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your human resources department.

Plan Document Acknowledgment . You further acknowledge that you have read and specifically and expressly approve the Data Privacy section above as well as the following sections of the Award Agreement: Section 1 ("Specific Terms " ); Section 2 ("Termination of Continuous Service"); Section 4 ("Change in Control"); Section 6 ("Restrictions on Transfer"), Section 7 ("Taxes"); Section 16 ("Nature of Grant"); Section 20 ("Language"), Section 22 ("Governing Law / Venue"); Section 24 ("Imposition of Other Requirements") and the "Data Privacy" provision included immediately above.

Notifications

Foreign Asset/Account Reporting Information . Italian residents who, at any time during the tax year, hold foreign financial assets outside of Italy ( e.g. , cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

Tax on Foreign Financial Assets . A tax on the value of financial assets held outside of Italy by individuals resident in Italy will be due. The taxable amount will be the fair market value of the financial assets (including Shares) assessed at the end of each calendar year.

Exhibit 10.5

JAPAN

Notifications

Foreign Asset/Account Reporting Information . You will be required to report details of any assets held outside of Japan as of December 31st (including any Shares acquired under the Plan), to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15th each year. You should consult with your personal tax advisor as to whether the reporting obligation applies to you and whether you will be required to report details of your outstanding RSUs, as well as Shares, in the report.

LUXEMBOURG

There are no country specific provisions.

MEXICO

Terms and Conditions

Acknowledgment of the Award Agreement . By participating in the Plan, you acknowledge that you have received a copy of the Plan, have reviewed the Plan in its entirety and fully understand and accept all provisions of the Plan. You further acknowledge that you have read and expressly approve the terms and conditions set forth in the Sections 15 and 16 of the Award Agreement, in which the following is clearly described and established: (i) your participation in the Plan does not constitute an acquired right; (ii) the Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis; (iii) your participation in the Plan is voluntary; and (iv) the Company and its Affiliates are not responsible for any decrease in the value of the underlying Shares.

Labor Law Policy and Acknowledgment . By participating in the Plan, you expressly recognize that DigitalGlobe, Inc., with offices at 1300 W. 120th Ave, Westminster, CO 80234, USA, is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares does not constitute an employment relationship between you and DigitalGlobe, Inc. since you are participating in the Plan on a wholly commercial basis. Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and the Affiliate that is your employer (the "Employer") and do not form part of the employment conditions and/or benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is a result of a unilateral and discretionary decision of DigitalGlobe, Inc. ; therefore, DigitalGlobe, Inc. reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against DigitalGlobe, Inc. for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to DigitalGlobe, Inc. , its Affiliates, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Exhibit 10.5

Términos y Condiciones

Reconocimiento del Contrato. Mediante su participación en el Plan, el Participante reconoce haber recibido una copia del Plan, haber revisado el Plan en su totalidad, y que entiende y acepta en su totalidad, todas y cada una de las disposiciones del Plan. El Participante asimismo reconoce haber leído y aprueba expresamente los términos y condiciones señalados en el Reconocimiento de Naturaleza del Plan y en el párrafo de Otorgamiento del Contrato, en el que claramente se describe y establece lo siguiente: (i) la participación del Participante en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación del Participante en el Plan son ofrecidos por la Sociedad sobre una base completamente discrecional; (iii) la participación del Participante en el Plan es voluntaria; y (iv) la Sociedad y sus Entidades Relacionadas no son responsables de ninguna disminución en el valor de las Acciones subyacentes.

Política de Legislación Laboral y Reconocimiento. Mediante su participación en el Plan, el Participante reconoce expresamente que DigitalGlobe, Inc., con oficinas en 1300 W. 120th Ave, Westminster, CO 80234, Estados Unidos de América, es la única responsable de la administración del Plan, y que la participación del Participante en el Plan, así como la adquisición de Acciones Ordinarias no constituye una relación laboral entre el Participante y DigitalGlobe, Inc., debido a que el Participante participa en el plan sobre una base completamente mercantil. Con base en lo anterior, el Participante reconoce expresamente que el Plan y los beneficios que el Participante pudiera obtener de su participación en el Plan, no crean derecho alguno entre el Participante y el Patrón, y no forman parte de las condiciones y/o prestaciones laborales que el Patrón ofrece, y que las modificaciones al Plan o su terminación, no constituirán un cambio ni afectarán los términos y condiciones de la relación laboral del Participante.

El Participante asimismo entiende que su participación en el Plan, es el resultado de una decisión unilateral y discrecional de DigitalGlobe, Inc.; por lo tanto, DigitalGlobe, Inc., se reserva el derecho absoluto de modificar y/o suspender la participación del Participante en cualquier momento, sin que el Participante incurra en responsabilidad alguna.

Finalmente, el Participante en este acto declara que no se reserva acción o derecho alguno para que el Participante interponga reclamación alguna en contra de DigitalGlobe, Inc., por concepto de compensación o daños relacionados con cualquier disposición del Plan o de los beneficios derivados del Plan, y por lo tanto, el Participante en este acto libera total y ampliamente de toda responsabilidad a DigitalGlobe, Inc., a sus Entidades Relacionadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, con respecto a cualquier reclamación que pudiera surgir.

MOROCCO

Terms and Conditions

Exchange Control Information . Notwithstanding any discretion contained in the Plan or anything to the contrary in the Award Agreement, the RSUs are payable in a cash-equivalent amount only. You are required immediately to repatriate to Morocco any proceeds which may be paid to you at vesting and settlement of the Award. You agree to maintain records proving

Exhibit 10.5

repatriation of any funds received in connection with RSUs and to provide copies of these records upon request from the Company, your Employer or the Office des Changes .

THE NETHERLANDS

There are no country specific provisions.

SINGAPORE

Notifications

Securities Law Information . The Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“ SFA ”) and is not made with a view to the underlying Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that the Award is subject to section 257 of the SFA and you will not be able to make any subsequent sale in Singapore of the Shares acquired through the vesting of the RSUs or any offer of such sale in Singapore unless such sale or offer is made: (1) after six (6) months from the Award Date; or (2) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Obligation . If you are the Chief Executive Officer (“ CEO ”) or a director, associate director or shadow director of a Singapore Affiliate of the Company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean Subsidiary in writing when you receive an interest ( e.g ., RSUs, Shares) in the Company or any related companies. In addition, you must notify the Singapore Subsidiary when you sells Shares of the Company or any related company (including when you sell Shares acquired through the vesting of your RSUs). These notifications must be made within two (2) business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of your interests in the Company or any related company within two (2) business days of becoming the CEO or a director.

SPAIN

Terms and Conditions

Nature of Grant. This provision supplements Sections 15 and 16 of the Award Agreement:

By accepting the Award, you consent to participation in the Plan and have received a copy of the Plan and the Award Agreement.

You understand that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employed by the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that the grant will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis other than as set forth in the applicable Award Agreement. Consequently, you understand that the Award is granted on the assumption and condition that the Award and any Shares subject to the vesting of the RSUs shall not become a part of any

Exhibit 10.5

employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.

Additionally, you understand that the vesting of the RSUs is expressly conditioned on your continued and active rendering of Continuous Service to the Company or the Affiliate, as applicable, such that if your employment terminates for any reason, unless otherwise provided in the Award Agreement, the RSUs will cease vesting immediately effective as of the date of cessation of active Continuous Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause (i.e., subject to a " despido improcedente "), disciplinary dismissal without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the employer and under Article 10.3 of the Royal Decree 1382/1985.

Notifications

Exchange Control Information . The acquisition, ownership and sale of Shares under the Plan must be declared to the Spanish Dirección General de Comercio e Inversiones (the "DGCI"), which is a department of the Ministry of Economy and Competitiveness. You must also declare ownership of any Shares by filing a Form D-6 with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, the sale of Shares must also be declared on Form D-6 filed with the DGCI in January, unless the sale proceeds exceed the applicable threshold (currently €1,502,530), in which case, the filing is due within one month after the sale.

You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (including any Shares acquired under the Plan) and any transactions with non-Spanish residents (including any payments of Shares made to you by the Company) depending on the value of such accounts and instruments and the amount of the transactions during the relevant year as of December 31 of the relevant year.

Foreign Asset/Account Reporting Information . If you hold rights or assets ( e.g. , Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , Shares, cash, etc.) as of December 31 each year, you are required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000. The reporting must be completed by the following March 31.

Securities Law Information . The Award and the Shares subject to the Award do not qualify as securities under Spanish regulations. No "offer of securities to the public," as defined under Spanish law, has taken place or will take place in the Spanish territory. Neither the Plan nor the Award Agreement have been or will be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), nor do they constitute a public offering prospectus.

Exhibit 10.5

UNITED ARAB EMIRATES

Notifications

Securities Law Information . Participation in the Plan is being offered only to eligible employees and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person. Prospective acquirers of the securities offered should conduct their own due diligence on the securities. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development: (i) have approved the Plan or the Award Agreement; (ii) have taken steps to verify the information set out therein; and (iii) have any responsibility for such documents.

UNITED KINGDOM

Terms and Conditions

Tax and National Insurance Contributions Acknowledgement . The following provision supplements Section 7 of the Award Agreement:

Without limitation to Section 7 of the Award Agreement, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Affiliate that employs you (the “Employer”) or by Her Majesty’s Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold on your behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that you are a director or executive officer and income tax due is not collected from or paid by you by within ninety (90) days of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You acknowledge that you ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to Her Majesty’s Revenue and Customs under the self-assessment regime and for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Company and/or the Employer may recover from you at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in Shares issued upon vesting and settlement of the RSUs or from the cash proceeds from the sale of Shares, or by demanding cash or a cheque from you.

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 March 31, 2017 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: May 2, 2017

/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 March 31, 2017 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: May 2, 2017

/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 March 31, 2017, 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: May 2, 2017

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: May 2, 2017