UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009ORo

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
    001-33015
  GeoEye, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State of other jurisdiction
    of
    Incorporation or organization)

20-2759725(IRS Employer
    Identification Number)21700 Atlantic Boulevard
    Dulles, VA(Address of principal
    executive offices)

20166(Zip Code)   Registrants telephone number, including area code:
 (703) 480-7500
  Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.01

The NASDAQ Global Market  Securities Registered Pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer o
    Accelerated filer þ
    Non-accelerated filero
    Smaller reporting company o   Rule 12b-2 o þ
    þ o
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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TABLE OF
    CONTENTS
  PART I


4Item 1.


Business


4Item 1A.


Risk Factors


16Item 1B.


Unresolved Staff Comments


25Item 2.


Properties


26Item 3.


Legal Proceedings


26Item 4.


Submission of Matters to a Vote of Security Holders


26PART II


26Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Repurchase of Equity
    Securities


26Item 6.


Selected Financial Data


29Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A.


Quantitative and Qualitative Disclosure of Market
    Risk


50Item 8.


Financial Statements and Supplementary Data


52Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


80Item 9A.


Controls and Procedures


81Item 9B.


Other Information


84PART III


84Item 10.


Directors, Executive Officers and Corporate
    Governance


84Item 11.


Executive Compensation


84Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


84Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


84Item 14.


Principal Accountant Fees and Services


85Item 15.


Exhibits


85     2




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FORWARD
    LOOKING STATEMENTS
  Form 10-K,
  Form 10-K Form 10-K
  Trademarks
  ® ® ® ® ® ® tm tm tm tm tm tm sm sm sm tm sm tm tm tm tm
 3




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PART I  Item 1.
    Business  Overview
    Products
    and Services
    Satellite
    Imagery
    Geo.
  GeoProfessional.
  GeoStereo.
 4




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Aerial
    Imagery
    Production
    Services
      
    Georectification.  This is a computer
    processing operation which corrects the pixel locations of a
    digital image to remove image distortions caused by the
    non-vertical pointing and movement of the sensor during the
    imaging event.
    Image Mosaicing.  This is the combination and
    merging of separate digital images into a seamless locationally
    accurate image.
    Tonal Correction.  The scientific correction of
    the color variations between various component images of an
    image mosaic so that the image or picture reflects a coherent
    color structure.
    Orthorectification.  This is a computer
    processing operation which corrects the pixel locations of a
    digital image to remove image distortions caused by non-vertical
    pointing and movement of the sensor during the imaging event and
    distortions caused by earth elevation differences at the image
    location.    Information
    Services
    tm ,
 5




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The EyeQ
    Web Services Platform
            Customers
      Domestic
    Customers
  U.S.
    Government
   6




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Commercial
    and Other
    International
    Customers
    take-or-pay
    NextView
    Program
     7




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Business
    Operations
    Collection
    System
    
    three low Earth orbiting, imaging satellites, including
    GeoEye-1, currently the most advanced imagery collection
    satellite commercially available;
    one airplane with digital and LiDAR camera;
    two airplanes each with a digital mapping camera; and
    two central
    U.S.-based
    ground systems that control the satellites and that receive,
    process and archive their imagery and include electronic
    cataloging and distribution capabilities.    GeoEye-1

IKONOS

OrbView-2Principal Application

National Security, Mapping, Oil and Gas, Infrastructure, Mining,
    Land Use, Land Planning

National Security, Mapping, Oil and Gas, Infrastructure, Mining,
    Land Use, Land Planning

Weather, Fishing, Agriculture, Scientific Research,
    Environmental MonitoringBest Ground Resolution

0.41 m Panchromatic, 1.65 m Multispectral

0.82 m Panchromatic, 3.2 m Multispectral

1 km to 4 km, MultispectralScene Width

15.2 km

11 km

2,800 kmImage Area (or Swath)

225 km sq.

121 km sq.

N.A.On-Board Storage

1 Terabit

80 Gigabit

128 MegabitRevisit Time

3 Days

3 Days

1 DayOrbital Altitude

681 km

681 km

705 km   GeoEye-1
  non-U.S. Government
 8




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IKONOS
    OrbView-2
   9




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GeoEye-2
  request-for-proposal
  Production
    Facilities
      Satellite


Satellite


Image Order


Image Receiving andControl


Communications


Tasking


Processing CenterThornton, CO


ü



ü



ü



üDulles, VA


ü



ü



ü



üSt. Louis, MO














üFairmont, WV






üNorman, OK






ü







üPoint Barrow, AK






üFairbanks, AK


ü



üMission, KS














üKiruna, Sweden






üTromso, Norway






üTroll, Antarctica






ü     
    monitor and maintain our satellites proper orbit;
    command our satellites as required for imagery collection; 10




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
    maintain appropriate communication links with our satellites;
    have ground station collection capabilities; and
    ensure that electrical power and other operating variables stay
    within acceptable limits.          Global
    Distribution Network
    
    international regional affiliate satellite receiving and
    distribution centers with direct downlinking capabilities;
    worldwide network of imagery product resellers; and
    Web-based search, discovery and dissemination technology.   11




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Contracted
    Backlog
      year-to-year
    Company
    History
       12




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Old Name

New NameORBIMAGE Inc.

GeoEye Imagery Collection Systems Inc.ORBIMAGE SI Holdco Inc.

GeoEye Solutions Holdco Inc.ORBIMAGE SI Opco Inc.

GeoEye Solutions Inc.ORBIMAGE License Corporation

GeoEye License Corporation   Competition
    Employees
    Government
    Regulation
    United
    States
  Department
    of Commerce Regulation
     13




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
    We are required to maintain positive operational control of our
    satellite systems from a location within the United States at
    all times;
    We are restricted from disseminating to anyone other than the
    U.S. Government panchromatic imagery with a resolution
    better than 0.5-meters or multispectral imagery with a
    resolution better than 2.0-meters;
    The U.S. Government reserves the right to exercise
    shutter control  the interruption of
    service by limiting imagery collection
    and/or
    distribution as necessary to meet significant
    U.S. Government national security or foreign policy
    interests or international obligations. Although the
    U.S. Government has never exercised shutter
    control with respect to our satellite systems, the
    exercise of this authority would require us to make imagery data
    available exclusively to the U.S. Government by means of
    approved re-keyable encryption on the downlink. We cannot
    anticipate whether or under what circumstances the
    U.S. Government would exercise its shutter
    control authority, nor can we reasonably determine what
    costs and terms would be negotiated between us and the
    U.S. Government in such event;
    We are required to obtain DoC approval before implementing
    significant or substantial agreements with foreign
    nations, entities or consortiums (foreign persons) in order to
    protect the national security and foreign policy interests and
    international obligations of the U.S. Government. Transfers
    of significant or substantial agreements also
    require DoC approval. Examples of significant or
    substantial agreements include customer agreements for
    high-resolution imagery collection and distribution, operating
    agreements and agreements relating to equity investments in the
    Company of 20 or more of the total outstanding shares or that
    entitle a foreign person to a position on our Board of
    Directors. Foreign persons entering significant or
    substantial agreements with us are required to comply with
    our DoC license imagery collection and distribution restrictions
    and are subject to the U.S. Governments exercise of
    shutter control, which could adversely affect our
    ability to collect imagery products for distribution to our
    foreign customers; and
    We are restricted from disseminating imagery of the state of
    Israel with a resolution better than 2.0-meters.  FCC
    regulation
      GeoEye-1

IKONOS

OrbView-2FCC Satellite License Grant Date

2004

1999

2009Commercially Operational

Yes

Yes

YesFCC Satellite License Expiration Date

2018

2014

October 1, 2010 renewable for 1 or more years subject to FCC
    approvalGrant Date of Associated FCC Ground Station
    Licenses

2004

1999

2008Expiration Date of Associated FCC Ground Station
    License

April 15, 2024, renewable for 15 years subject to FCC
    approval

December 8, 2010; October 3, 2022;
    and October 17, 2022, renewable for 15 years subject to FCC
    approval

October 1, 2010, renewable for 1 or more years subject to FCC
    approval  14




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Export
    Controls and Security Clearance Regulation
          Future
    Developments
    International
    
    International Telecommunication Union (ITU) Regulations ITU regulations define for each service the
    technical operating parameters, including maximum transmitter
    power, maximum interference to other services and users and the
    minimum interference the user must operate under for that
    service. The FCC, on our behalf, has completed the ITU
    notification process for our IKONOS, OrbView-3 and OrbView-2
    satellite 15




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systems. The ITU received GeoEye-1 satellite system notification
    documents in June 2009 and we expect the ITU to publish its
    findings recognizing completion of the GeoEye-1 ITU notification
    within the next twelve months. After completion of the ITU
    notification process, ongoing coordination with other satellite
    systems could occur from time to time.  
    Foreign Downlink License The regulations of
    some foreign countries require satellite operators to secure
    appropriate licenses and operational authority to use the
    required spectrum in each country. Within foreign countries, our
    foreign customers are responsible for securing appropriate
    licenses and operational authority to use the required spectrum
    for downlinking our high-resolution satellite imagery with
    assistance from us as required.
    Foreign Imagery Acquisition or Distribution Regulations The regulations or policies of foreign countries
    may restrict the acquisition or distribution of satellite
    imagery products and services. For example, in the Republic of
    India, we obtained permission from the government to promote
    satellite imagery product sales to customers in India, provided
    the actual product deliveries are made through a
    government-appointed reseller.    Item 1A.
    Risk
    Factors  The risks described below, among others, could cause our
    actual operating results to differ materially from those
    indicated or suggested by forward-looking statements made in
    this
    Form 10-K
    or presented elsewhere by management from time to time.
  A
    substantial portion of our revenues are generated from contracts
    with U.S. government agencies. Termination of these contracts at
    any given time could materially reduce our revenue and have a
    material adverse effect on our business.
    Changes
    in U.S. government policy regarding the use of commercial
    imagery products and service providers, or material delay or
    cancellation of the planned U.S. government EnhancedView program
    may have a material adverse effect on our revenue and our
    ability to fund operations and achieve our growth
    objectives.
   16




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Satellites
    have limited useful lives and are expensive to
    replace.
          We
    cannot assure you that our satellites will operate as designed.
    We may experience in-orbit satellite failures or degradations in
    performance that could impair the commercial performance of our
    satellites, which could lead to lost revenue, an increase in our
    operating expenses, lower operating income or lost
    backlog.
   17




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New or
    proposed satellites are subject to construction and launch
    delays, the occurrence of which can materially and adversely
    affect our operations.
    We
    operate in a highly competitive and specialized industry. The
    size and resources of some of our competitors may allow them to
    compete more effectively than we can, which could result in loss
    of our market share.
     18




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U.S.
    and foreign governmental agencies may build and operate their
    own systems which could affect the current and potential market
    share of our products and services.
      The
    success of our products and services will depend on market
    acceptance, and you should not rely on historic growth rates as
    an indicator of future growth.
       19




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Interruption
    or failure of our infrastructure and image downloading systems
    could impair our ability to effectively perform our daily
    operations, protect and maintain the Earth imagery content
    stored in our image archives and provide our products and
    services, which could damage our reputation and harm our results
    of operations.
    and/or
  We
    rely on resellers and a foreign distribution network to market
    and sell our products and services in certain markets and to
    certain customers. If these distributors and resellers fail to
    market our products and services successfully, our business,
    financial condition and results of operations will be materially
    adversely affected.
      Insurance
    coverage may be more difficult and costly to obtain or
    maintain.
   20




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The
    global financial crisis may impact our business, financial
    condition and results of operations in ways that we currently
    cannot predict.
        Our
    business is capital intensive, and we may not be able to raise
    adequate capital to finance our business strategies, including
    any future satellite, or we may be able to do so only on terms
    that significantly restrict our ability to operate our
    business.
   21




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Failure
    to obtain, or the revocation or suspension of, regulatory
    approvals could result in service interruptions and materially
    adversely affect our business, financial position and results of
    operations.
  U.S. Government Approvals.
      International Registration and Approvals.
 22




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Material
    weaknesses in our internal control over financial reporting. If
    we fail to maintain effective internal control over financial
    reporting at a reasonable assurance level, we may not be able to
    accurately report our financial results or prevent fraud, which
    could have a material adverse effect on our operations, investor
    confidence in our business and the trading prices of our
    securities.
        Our
    international business exposes us to risks relating to increased
    regulation and political or economic instability in foreign
    markets.
    
    changes in domestic and foreign governmental regulations and
    licensing requirements;
    deterioration of relations between the United States and a
    particular foreign country;
    increases in tariffs and taxes and other trade barriers;
    changes in political and economic stability, including
    fluctuations in the value of foreign currencies, which may make
    payment in U.S. dollars, as provided for under our existing
    contracts, more expensive for foreign customers; and
    difficulties in obtaining or enforcing judgments in foreign
    jurisdictions.   23




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Our
    success depends upon a limited number of key
    personnel.
    Fluctuations
    in our operating results could adversely affect the trading
    price of our common stock.
    
    risks and uncertainties affecting our current and proposed
    business and the imagery-derived products and processing service
    satellite industry;
    increased competition in the industry; and
    general economic conditions.  period-to-period
  The
    price of our common stock has been volatile and an investment in
    our common stock could suffer a decline in value.
      We do
    not intend to pay dividends on shares of our common stock in the
    foreseeable future.
    We
    have substantial amount of indebtedness.
      
    limits our ability to borrow additional funds;
    limits our ability to pay dividends;
    limits our flexibility in planning for, or reacting to, changes
    in our business and our industry; 24




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
    increases our vulnerability to general adverse economic and
    industry conditions;
    limits our ability to make strategic acquisitions;
    requires us to dedicate a substantial portion of our cash flow
    from operations to payments on indebtedness, reducing the
    availability of cash flow to fund working capital, capital
    expenditures and other general corporate activities; and
    places us at a competitive disadvantage compared to competitors
    that have less debt.    Servicing
    our indebtedness will require significant amount of cash. Our
    ability to generate sufficient cash depends on numerous factors
    beyond our control, and we may be unable to generate sufficient
    cash flow to service our debt obligations.
      Government
    audits of our contracts could result in a material charge to our
    earnings and have a negative effect on our cash position
    following an audit adjustment.
    Our
    effective income tax rate may vary.
  and/or
  Item 1B.
    Unresolved
    Staff Comments   25




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Item 2.
    Properties    Location

SQ. FT.


Lease/Own

PurposeDulles, VA


39,000


Lease

Satellite operations, production services and principal
    executive officesThornton, CO


57,392


Own

Satellite operations and production services - backup for
    GeoEye-1St. Louis, MO


16,200


Lease

Production servicesMission, KS


17,493


Lease

MJ Harden aerial imagery and production servicesNorman, OK


5,000


Own

Ground terminal station tied to support to Indian Remote Sensing
    Satellites and associated production servicesFairmont, WV


600


Own

Ground terminal station tied to OrbView-2Fairbanks, AK


5,042


Lease

Ground terminal station and IKONOS backup command and controlPoint Barrow, AK


620


Lease

Ground terminal stationSterling, VA


13,394


Lease

Administrative offices and services   Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Repurchase of Equity Securities  over-the-counter
   26




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2009

2008High

Low

High

Low4th Quarter

$
33.00


$
24.00


$
23.89


$
14.753rd Quarter


26.90



21.94



29.25



16.252nd Quarter


28.90



19.10



28.09



16.051st Quarter


23.42



16.03



37.37



25.59      Telephone:  (877) 295-8616  www.bnymellon.com/shareowner/isd
  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon


Weighted-Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding


Outstanding


(Excluding SecuritiesOptions, Warrants


Options, Warrants


Reflected in Column [a])Plan Category

[a]


[b]


[c]Equity compensation plans approved by security holders


2,725,677


$
12.75



945,353Equity compensation plans not approved by security holders










Total


2,725,677


$
12.75



945,353  27




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Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    AMONG GEOEYE, INC.,
    NASDAQ MARKET INDEX AND A PEER GROUP
  COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    Geoeye Inc., The NASDAQ Global Market Composite Index,
    The NASDAQ Global Select Index,
    An Old Peer Group And A New Peer Group
  
   28




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ASSUMES $100
    INVESTED ON DECEMBER 31, 2004
    ASSUMES DIVIDEND REINVESTED
    FISCAL YEAR ENDING DECEMBER 31, 2009
  Base Period


Year Ending December 31,Company/Index


12/04


12/05


12/06


12/07


12/08


12/09GeoEye, Inc.


$
100.00



$
59.19



$
104.59



$
181.89



$
103.95



$
150.70NASDAQ Global Market Composite



100.00




74.84




78.43




51.76




25.01




37.17NASDAQ Global Select



100.00




103.03




116.44




130.64




78.14




112.71Old Peer Group



100.00




96.67




131.97




163.18




91.90




121.26New Peer Group



100.00




96.49




115.82




120.24




95.58




111.80   10-K
  Item 6.
    Selected
    Financial Data      SELECTED
    CONSOLIDATED FINANCIAL DATA
  2009

2008

2007

2006

2005(In thousands, except per share amounts)Revenues

$
271,102


$
146,659


$
183,023


$
151,168


$
40,702Income (loss) before provision (benefit) for income taxes

$
14,488


$
10,348


$
68,005


$
20,004


$
(26,432
)Net income (loss)


32,061



26,615



28,470



2,974



(16,080
)Earnings (loss) per common share  basic

$
1.71


$
1.48


$
1.62


$
0.17


$
(0.99
)Earnings (loss) per common share  diluted


1.55



1.36



1.44



0.16



(0.99
)Total assets

$
947,207


$
794,605


$
853,090


$
752,601


$
614,538Long-term debt


380,594



247,502



246,789



246,075



245,361Stockholders equity


279,955



230,404



193,209



153,327



147,539  29




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with GeoEyes consolidated financial statements
    and related notes and the discussions under Application of
    Critical Accounting Policies (also under Item 7),
    which describes key estimates and assumptions we make in the
    preparation of its consolidated financial statements and
    Item 1A. Risk Factors, which describes key
    risks associated with our operations and industry.
  Overview
    Impact of
    Significant Transactions
  GeoEye-1
    Satellite, NextView Program and Service
    Level Agreement
       30




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GeoEye-2
    Satellite
  request-for-proposal
  Business
    and Industry Factors
  Business
    Strategy
    
    Build on our existing, geographically diverse customer
    base.  We continue to build on our existing
    relationships with our customers and our international resellers
    so that we can offer value-added products 31




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and services to meet their needs. We remain committed to growing
    our geographically diverse customer base and driving growth
    through continued development of our relationships with
    international resellers and international ground stations.  
    Continue to deliver quality and timely
    imagery.  Our ability to provide high-quality,
    accurate imagery to our customers in a timely manner is the
    foundation of our business. We plan to continue to provide high
    quality imagery and production services to our customers through
    GeoEye-1 and to deploy capital into research and development to
    augment and enhance our ability to service our customers.
    Further expand our value-added products and service
    offerings.  We believe our industry leading image
    resolution, our proprietary production process and expert
    personnel establish us as a leader in the field of image
    production and enhancement. We have also recently expanded the
    production capacity of our facilities housing our classified and
    multi-source production operations. To support the growth of our
    aerial imagery operations, we purchased a third aircraft with an
    additional digital mapping camera that we placed into service in
    2009. We believe these and continued investments in our image
    enhancement and production capabilities will enable us to serve
    the next generation demand for customer specific satellite
    imagery products and services.
    Further commercialize our industry-leading high-resolution
    imagery.  We have developed new platforms and
    distribution technologies to make our imagery and products more
    accessible to our current and potential customers. We will seek
    to further commercialize our products and services to an
    increased variety of customers. For example, with the successful
    launch in January 2009 of geoFUSE, our new web-based suite of
    search and discovery tools, our customers are now able to browse
    our image catalog archives, and quickly and easily locate and
    preview imagery for their specific ends. We believe geoFUSE and
    our investment in establishing similar content delivery
    platforms will enable us to make our products and services
    available to a larger number of customers.  Industry
    Factors
      
    We expect that due to geopolitical uncertainty, global terrorist
    activity, a changing climate and large natural disasters, there
    will be continued demand from U.S. and international
    government agencies for
    up-to-date
    and accurate digital mapping databases. Defense personnel may be
    called upon to deploy to support actions in hostile environments
    or respond to disasters, and combat mission planners will
    require the latest geospatial information. Countries will
    continue to need to monitor borders and the other areas of
    interest.     32




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
    Commercial demand for geospatial technologies is growing.
    According to an industry study, the commercial market for
    imagery better than three-meter ground resolution from
    high-resolution imaging satellites is expected to grow over the
    next few years. We believe that growth will be fueled in part by
    the broad awareness created by the on-line mapping search
    engines such as Google
    Earthtm

    and Microsoft Virtual
    Earthtm.

    Consumers are beginning to utilize location  based
    technologies for everything from navigation to social
    networking. The convergence of imagery with GPS and personal
    navigation devices, combined with inexpensive access to
    broad-band communications networks, appears to have generated a
    development of new applications incorporating imagery and
    imagery information products.
    Our technology is well suited for infrastructure project
    management. Both satellite and aerial imagery, along with other
    location-based technologies, can help the U.S. achieve its
    infrastructure goals more efficiently and cost effectively since
    every infrastructure project has a reference to a physical
    location on the surface of the globe. According to an industry
    trade group, a significant portion of the new stimulus programs
    proposed by the current U.S. administration will require
    geospatial data or services, particularly in the areas of design
    and planning for infrastructure projects, wildfire mapping,
    environmental infrastructure projects, surveying and charting
    and improvements to airports.    
    Rapid advancements in IT infrastructure capabilities such as
    cloud computing, mobile communications and broadband may have
    dramatic effects on the industry. While digital information,
    including satellite imagery and products, is easily distributed
    to customers over the internet, there is increasing customer
    interest in having others host imagery for them while adding
    value to it in a service-oriented environment. As a result, we
    anticipate growth in the increasing use of cloud computing where
    data and applications reside in cyberspace rather than on
    company servers or hard drives. The NGAs SLA is an example
    of how agencies may utilize geospatial technology rather than
    just buying imagery pixels by the square kilometer.    
    The U.S. Government may build and launch its own classified
    satellite imaging program and produce imagery similar to that
    currently provided by commercial data providers. While the
    current and the last two Administrations in the
    U.S. developed commercial remote sensing policies that are
    favorable for the commercial satellite imagery industry, the
    intelligence community may make efforts to fund satellite
    systems that could compete with the commercial data providers.
    The current economic demands on the U.S. Government
    resources and the inherent time it takes to design and deploy
    new imagery satellite systems may mitigate any near term impact
    should the government decide to develop competing assets.
    However, we continue to monitor for any evolution in the
    U.S. Governments policy toward commercial imagery
    providers.
    More countries are increasingly interested in building and
    launching their own imaging systems. According to a NOAA study
    in October 2008, more than two dozen countries are or will be
    operating imaging satellites within the next few years. While
    none of these imaging systems can currently match the resolution
    and accuracy of U.S. commercial systems, several countries
    are planning to launch systems with capabilities similar to our
    imaging assets. The development and launch of such systems does
    involve significant risk and uncertainty, including
    technological, launch and financing risk. We are mindful of this
    trend as we consider how best to grow our business.
    The U.S. Government is increasingly using other sensors
    such as unmanned aerial vehicles for more persistent
    surveillance. While these systems are mainly used for tactical
    intelligence collection, they provide commanders with visibility
    over an area of interest on a more sustained basis. We believe
    that our imagery and products will remain an important element
    in fulfilling the U.S. Governments broad imagery
    needs in both tactical and non-mission critical situations. 33




---



##### 




    While not new, the U.S. Government continues to place
    onerous restrictions on the export of space components to all
    countries. ITAR created a decade ago to ensure U.S. space
    technology does not fall in the wrong hands, has, in effect,
    hampered U.S. competitiveness overseas. Such strict
    government licensing restricts exchange of technical data and
    export of commercial remote sensing hardware, such as ground
    stations, thereby encouraging development of foreign
    manufacturing capability. Because of ITAR, U.S. sales of
    earth observation satellite systems overseas is virtually
    non-existent.
    We are mindful of overall market trends and the pressure on
    defense and intelligence budgets. While our satellite imagery
    business is somewhat insulated from the general economic
    downturn because we provide crucial information to defense and
    intelligence agencies around the world, economic conditions at
    the state and local level could affect MJ Harden, and it may be
    harder to penetrate new markets, especially on the commercial
    side.  Results
    of Operations
  Comparison
    of the Results of Operations for the Years Ended
    December 31, 2009 and 2008
  For the Year Ended December 31,


Change Between 20092009


2008


and 2008Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, exceptpercentages)Revenues

$
271,102



100.0
%

$
146,659



100.0
%

$
124,443



84.9
%Operating expenses:Direct costs of revenue (exclusive of depreciation and
    amortization)


94,693



34.9



72,216



49.2



22,477



31.1Depreciation and amortization


57,166



21.1



11,357



7.7



45,809



403.4Selling, general and administrative


46,608



17.2



36,990



25.2



9,618



26.0Inventory impairment and satellite impairment settlement






0.0



3,296



2.2



(3,296
)


(100.0
)Total operating expenses


198,467



73.2



123,859



84.5



74,608



60.2Income from operations


72,635



26.8



22,800



15.5



49,835



218.6Interest expense, net


31,020



11.4



11,452



7.8



19,568



170.9Other non-operating expense






0.0



1,000



0.7



(1,000
)


(100.0
)Loss from early extinguishment of debt


27,127



10.0







0.0



27,127



100.0Income before provision for income taxes


14,488



5.3



10,348



7.1



4,140



40.0Income tax benefit


(17,573
)


(6.5
)


(16,267
)


(11.1
)


(1,306
)


8.0Net income

$
32,061



11.8


$
26,615



18.1


$
5,446



20.5    34




---



##### 



Revenues
  For the Year Ended December 31,


Change Between 20092009


2008


and 2008Revenues

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Imagery

$
206,417



76.1
%

$
102,102



69.6
%

$
104,315



102.2
%NextView cost share


21,062



7.8











21,062



100.0Production and other services


43,623



16.1



44,557



30.4



(934
)


(2.1
)Total revenues

$
271,102



100.0


$
146,659



100.0


$
124,443



84.9     Operating
    Expenses
  Direct
    Costs of Revenue
  For the Year Ended December 31,


Change Between 20092009


2008


and 2008Direct Costs of Revenue

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Labor and overhead

$
48,924



18.0
%

$
27,443



18.7
%

$
21,481



78.3
%Subcontractor


27,030



10.0



23,828



16.2



3,202



13.4Satellite insurance


8,235



3.0



600



0.4



7,635



1,272.5Other direct costs


10,504



3.9



20,345



13.9
%


(9,841
)


(48.4
)Total direct costs of revenue

$
94,693



34.9


$
72,216



49.2


$
22,477



31.1    35




---



##### 



Depreciation
    and Amortization
  For the Year Ended December 31,


Change Between 20092009


2008


and 2008Depreciation and Amortization

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Depreciation

$
54,516



20.1
%

$
8,624



5.9
%

$
45,892



532.1
%Amortization


2,650



1.0



2,733



1.9



(83
)


(3.0
)Total depreciation and amortization

$
57,166



21.1


$
11,357



7.7


$
45,809



403.4     Selling,
    General and Administrative Expenses
  For the Year Ended December 31,


Change Between 20092009


2008


and 2008Selling, General and Administrative Expenses

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Payroll, commissions, and related costs

$
24,307



9.0
%

$
20,370



13.9
%

$
3,937



19.3
%Professional fees


13,450



5.0



9,127



6.2



4,323



47.4Research and development


1,399



0.5











1,399



100.0Other


7,452



2.7



7,493



5.1



(41
)


(.55
)Total selling, general and administrative expenses

$
46,608



17.2


$
36,990



25.2


$
9,618



26.0     Inventory
    Impairment and Satellite Impairment Settlement
     36




---



##### 



Interest
    Expense, net
    For the Year Ended December 31,


Change Between 20092009


2008


and 2008Interest Expense, Net

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Interest expense

$
36,183



13.3
%

$
38,844



26.5
%

$
(2,661
)


(6.9
)%Capitalized interest


(4,771
)


(1.8
)


(22,657
)


(15.4
)


(17,886
)


(78.9
)Interest income


(392
)


(0.1
)


(4,735
)


(3.2
)


(4,343
)


(91.7
)Total interest expense, net

$
31,020



11.4


$
11,452



7.8


$
19,568



170.9             Other
    Non-Operating Expense
    Loss
    from Early Extinguishment of Debt
    Provision
    for Income Taxes
     37




---



##### 



Comparisons
    of the Results of Operations for the Years Ended
    December 31, 2008 and 2007
  For the Year Ended December 31,


Change Between 20082008


2007


and 2007Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Revenues

$
146,659



100.0
%

$
183,023



100.0
%

$
(36,364
)


(19.9
)%Operating expenses:Direct costs of revenue (exclusive of depreciation and
    amortization)


72,216



49.2



64,628



35.3



7,588



11.7Depreciation and amortization


11,357



7.7



16,474



9.0



(5,117
)


(31.1
)Selling, general and administrative


36,990



25.2



22,737



12.4



14,253



62.7Inventory impairment and satellite impairment settlement


3,296



2.2











3,296



100.0Total operating expenses


123,859



84.5



103,839



56.7



20,020



19.3Income from operations


22,800



15.5



79,184



43.3



(56,384
)


(71.2
)Interest expense, net


11,452



7.8



14,189



7.8



(2,737
)


(19.3
)Other non-operating expense (income)


1,000



0.7



(3,010
)


(1.6
)


4,010



(133.2
)Income before provision for income taxes


10,348



7.1



68,005



37.2



(57,657
)


(84.8
)(Benefit) provision for income taxes


(16,267
)


(11.1
)


39,535



21.6



(55,802
)


(141.1
)Net Income

$
26,615



18.1


$
28,470



15.6


$
(1,855
)


(6.5
)  38




---



##### 



Revenues
  For the Year Ended December 31,


Change Between 20082008


2007


and 2007Revenues

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Imagery

$
102,102



69.6
%

$
146,707



80.2
%

$
(44,605
)


(30.4
)%Production and other services


44,557



30.4



36,316



19.8



8,241



22.7Total revenues

$
146,659



100.0


$
183,023



100.0


$
(36,364
)


(19.9
)     Operating
    Expenses
  Direct
    Costs of Revenue
  For the Year Ended December 31,


Change Between 20082008


2007


and 2007Direct Costs of Revenue

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Labor and overhead

$
27,443



18.7
%

$
26,033



14.2
%

$
1,410



5.4
%Subcontractor


23,828



16.2



19,761



10.8



4,067



20.6Satellite insurance


600



0.4



808



0.4



(208
)


(25.7
)Other direct costs


20,345



13.9



18,026



9.8



2,319



12.9Total direct costs of revenue

$
72,216



49.2


$
64,628



35.3


$
7,588



11.7   ramp-up
  Depreciation
    and Amortization
  For the Year Ended December 31,


Change Between 20082008


2007


and 2007Depreciation and Amortization

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Depreciation

$
8,624



5.9
%

$
13,784



7.5
%

$
(5,160
)


(37.4
)%Amortization


2,733



1.9



2,690



1.5



43



1.6Total depreciation and amortization

$
11,357



7.7


$
16,474



9.0


$
(5,117
)


(31.1
)  39




---



##### 



Selling,
    General and Administrative Expenses
  For the Year Ended December 31,


Change Between 20082008


2007


and 2007Selling, General and Administrative Expenses

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Payroll, commisions and related costs

$
20,370



13.9
%

$
11,126



6.1
%

$
9,244



83.1
%Professional fees


9,127



6.2



5,602



3.1



3,525



62.9Other


7,493



5.1



6,009



3.3



1,484



24.7Total selling, general and administrative expenses

$
36,990



25.2


$
22,737



12.4


$
14,253



62.7     Interest
    Expense, net
    For the Year Ended December 31,


Change Between 20082008


2007


and 2007Interest Expense, Net

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)Interest expense

$
38,844



26.5
%

$
42,478



23.2
%

$
(3,634
)


(8.6
)%Capitalized interest


(22,657
)


(15.4
)


(20,103
)


(11.0
)


(2,554
)


(12.7
)Interest income


(4,735
)


(3.2
)


(8,186
)


(4.5
)


3,451



42.2Total interest expense, net

$
11,452



7.8


$
14,189



7.8


$
(2,737
)


(19.3
)        40




---



##### 



Other
    Non-Operating Expense (Income)
    Non-GAAP Financial
    Measures
  Adjusted
    EBITDA
      
    it does not reflect our cash expenditures, or future
    requirements, for all contractual commitments;
    it does not reflect our significant interest expense, or the
    cash requirements necessary to service our indebtedness;
    it does not reflect cash requirements for the payment of income
    taxes when due;
    although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized will often have to be
    replaced in the future and adjusted EBITDA does not reflect any
    cash requirements for such replacements; and
    it does not reflect the impact of earnings or charges resulting
    from matters we consider not to be indicative of our ongoing
    operations, but may nonetheless have a material impact on our
    results of operations.   41




---



##### 



(in thousands):
  For the Year Ended December 31,2009


2008


2007Net income

$
32,061


$
26,615


$
28,470Adjustments:Interest expense, net


31,020



11,452



14,189Loss from early extinguishment of debt


27,127







Provision (benefit) for income taxes


(17,573
)


(16,267
)


39,535Depreciation and amortization


57,166



11,357



16,474Non-cash loss on inventory and investment impairments






3,154



Non-cash stock based compensation expense


2,371



3,396



2,075Adjusted EBITDA

$
132,172


$
39,707


$
100,743   Liquidity
    and Capital Resources
  Liquidity and Capital Resources

2009


2008


2007(In thousands, except ratios)December 31:Cash, cash equivalents, and short-term investments

$
208,872


$
110,546


$
234,324Working capital


259,332



75,878



162,048Current ratio


3.8:1



1.7:1



2.3:1Year ended December 31, cash from:Operating activities

$
100,207


$
(1,872
)

$
70,933Investing activities


(123,034
)


(124,187
)


(32,441
)Financing activities


124,966



6,031



(6,107
)Capital expenditures (included in investing activities above)


(79,090
)


(127,937
)


(60,159
)          42




---



##### 



Cash
    Flow Items
  Net Cash
    Provided by Operating Activities
        Net Cash
    Used in Investing Activities
    GeoEye-2
      Net Cash
    Used in or Provided by Financing Activities
       43




---



##### 



Long-Term
    Debt
  12-month
      Funding
    Sources and Uses
         44




---



##### 



Contracted
    Backlog
      year-to-year
    Capital
    Expenditures
     45




---



##### 



Off-Balance
    Sheet Arrangements
      Contractual
    Obligations and Commercial Commitments
    Payments due by year2015 andContractual Obligations

2010


2011


2012


2013


2014


Thereafter


Total(In thousands)Long-term debt obligations

$
497


$



$



$



$



$
400,000


$
400,497Operating lease obligations


2,082



2,039



1,051



322



132







5,626Interest expense on long-term debt(1)


38,500



38,500



38,500



38,500



38,500



32,083



224,583Purchased obligations(2)


455



456



















911Total contractual obligations

$
41,534


$
40,995


$
39,551


$
38,822


$
38,632


$
432,083


$
631,617     (1)
    
    Represents contractual interest payment obligations on the
    $400.0 million outstanding principal balance of our 2015
    Notes, which bear interest at a rate per annum of 9.625%(2)
    
    Purchase obligations include all commitments to purchase goods
    or services of either a fixed or minimum quantity that are
    enforceable and legally binding on us that meet any of the
    following criteria: (1) they are non-cancelable,
    (2) we would incur a penalty if the agreement was
    cancelled, or (3) we must make specified minimum payments
    even if we do not take delivery of the contracted products or
    services. If the obligation is non-cancelable, the entire value
    of the contract is included in the table. If the obligation is
    cancelable, but we would incur a penalty if cancelled, the
    dollar amount of the pentaly is included as a purchase
    obligation. If we can unilaterally terminate the agreement
    simply by providing a certain number of days notice or by paying
    a termination fee, we have included the amount of the
    termination fee. As of December 31, 2009, purchase
    obligations include ground system and communication services.
    Contracts that can be unilaterally terminated without a penalty
    have not been included.    Operating
    Leases
    Critical
    Accounting Policies and Estimates
   46




---



##### 



Revenue
    Recognition
    
    We consider the nature of our contracts, and the types of
    products and services provided, when we determine the proper
    accounting for a particular contract.
    Significant contract interpretation is sometimes required to
    determine the appropriate accounting for certain sales
    transactions that involve multiple element arrangements.
    We record revenues from the sale of satellite imagery directly
    to end users or value-added resellers based on the delivery of
    the imagery.
    We recognize revenues for the provision of direct access to our
    satellites on a straight-line basis over the delivery term of
    the contract. However, certain multi-year sales contracts are
    based on minimum levels of access time with adjustments based on
    usage.
    We recognize revenues for the sale of ground processing
    technology upgrades and support services based on the delivery
    of these products and services. If the satellite access service
    is combined with the sale of ground processing technology
    upgrades and operations and maintenance services and the
    requirements for separate revenue recognition are not met, we
    recognize revenues on a straight line basis over the combined
    delivery term of the services.  percentage-of-completion
  
    Under the
    units-of-delivery
    method, revenue on a contract is recorded as the units are
    delivered and accepted during the period at an amount equal to
    the contractual selling price of those units. Contract costs are
    recognized as incurred, with costs to date of unfinished
    production for which revenue has not been recognized being
    capitalized.
    Under the cost plus gross profit earned method, progress toward
    completion is measured against all measurable deliverables based
    on either resources applied or cost incurred compared to total
    resources or cost projected for the project. We recognize costs
    as incurred. Profit is determined based on our estimated profit
    on the contract multiplied by our progress toward completion.
    Revenue represents the sum of our costs and profit on the
    contract for the period.   47




---



##### 



and/or
  Satellites
    and Related Ground Systems
    Asset
    Impairment Assessments
  Goodwill
    Long-Lived
    Assets
     48




---



##### 



Income
    Taxes
      Stock-Based
    Compensation
   49




---



##### 



Recent
    and Pending Accounting Pronouncements
    FASB Accounting Standards
    Codification (ASC)
        Item 7A.
    Quantitative
    and Qualitative Disclosure of Market Risk   50




---



##### 



51




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  GEOEYE,
    INC.
  INDEX TO
    FINANCIAL STATEMENTS
  Report of KPMG LLP, Independent Registered Public
    Accounting Firm


53Report of BDO Seidman, LLP, Independent
    Registered Public Accounting Firm


54Consolidated Balance Sheets 
    December 31, 2009 and 2008


55Consolidated Statements of Operations 
    Years Ended December 31, 2009, 2008 and 2007


56Consolidated Statements of Stockholders
    Equity  Years Ended December 31, 2009, 2008 and
    2007


57Consolidated Statements of Cash Flows 
    Years Ended December 31, 2009, 2008 and 2007


58Notes to Consolidated Financial Statements


59   52




---



##### 



Report of
    Independent Registered Public Accounting Firm           Internal Control  Integrated Framework
  KPMG
    LLP
    53




---



##### 



Report of
    Independent Registered Public Accounting Firm              
     54




---



##### 



GEOEYE,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2009


2008(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
208,872


$
106,733Short-term investments






3,813Accounts receivable  trade and unbilled receivables
    (net of allowances: 2009  $923; 2008  $738)


32,578



26,851Income tax receivable


40,237



20,142Restricted cash


52,268



Prepaid expenses


5,898



28,069Other current assets


10,938



6,256Total current assets


350,791



191,864Property, plant and equipment, net


25,381



22,748Satellites and related ground systems, net


505,035



488,145Goodwill


34,264



34,264Intangible assets, net


11,685



14,335Non-current restricted cash


13,653



Other non-current assets


6,398



12,978Deferred tax assets






30,271Total assets

$
947,207


$
794,605LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
14,196


$
19,653Accrued payroll


10,077



6,555Accrued expenses  subcontractors


1,023



27,738Accrued interest payable


8,701



15,817Current portion of deferred revenue


52,221



40,629Current deferred tax liabilities


4,744



5,594Current portion of long term debt


497



Total current liabilities


91,459



115,986Long-term debt


380,594



247,502Long-term deferred revenue, net of current portion


192,313



199,317Non-current income tax reserve


248



1,396Deferred tax liabilities


2,078



Other non-current liabilities


560



Total liabilities


667,252



564,201Commitments and contingencies






Stockholders equity:Preferred stock






Common stock, par value $.01; 50,000 shares authorized;
    19,912 and 18,422 shares issued and outstanding at
    December 31, 2009 and 2008, respectively


199



184Additional paid-in capital


227,988



210,513Retained earnings


51,768



19,707Total stockholders equity


279,955



230,404Total liabilities and stockholders equity

$
947,207


$
794,605    55




---



##### 



GEOEYE,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(In thousands, except per share amounts)Revenues

$
271,102


$
146,659


$
183,023Operating expenses:Direct costs of revenue (exclusive of depreciation and
    amortization)


94,693



72,216



64,628Depreciation and amortization


57,166



11,357



16,474Selling, general and administrative


46,608



36,990



22,737Inventory impairment and satellite impairment settlement






3,296



Total operating expenses


198,467



123,859



103,839Income from operations


72,635



22,800



79,184Interest expense, net


31,020



11,452



14,189Other non-operating expense (income)






1,000



(3,010
)Loss from early extinguishment of debt


27,127







Income before provision for income taxes


14,488



10,348



68,005(Benefit) provision for income taxes


(17,573
)


(16,267
)


39,535Net income

$
32,061


$
26,615


$
28,470Earnings per shareEarnings per common share  basic

$
1.71


$
1.48


$
1.62Earnings per common share  diluted

$
1.55


$
1.36


$
1.44Shares used to compute basic earnings per share


18,753



17,983



17,585Shares used to compute diluted earnings per share


20,685



19,558



19,801    56




---



##### 



GEOEYE
    INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Additional


Retained Earnings


TotalCommon Stock


Paid-In


(Accumulated


StockholdersShares


Amounts


Capital


Deficit)


Equity(In thousands, except share amounts)Balance as of December 31, 2006


17,475


$
175


$
188,531


$
(35,378
)

$
153,328Net income














28,470



28,470Warrants exercised


276



3



7,713







7,716Issuance of stock


117



1



1,619







1,620Stock-based compensation










2,075







2,075Balance as of December 31, 2007


17,868



179



199,938



(6,908
)


193,209Net income














26,615



26,615Warrants exercised


513



5



7,044







7,049Issuance of stock


41







135







135Stock-based compensation










3,396







3,396Balance as of December 31, 2008


18,422



184



210,513



19,707



230,404Net income














32,061



32,061Warrants exercised


1,407



14



14,632







14,646Issuance of stock


94



1



749







750Surrender of common stock to cover employees tax liability


(14
)






(277
)






(277
)Stock-based compensation


3







2,371







2,371Balance as of December 31, 2009


19,912


$
199


$
227,988


$
51,768


$
279,955    57




---



##### 



GEOEYE
    INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Years Ended December 31,2009


2008


2007(In thousands)Cash flows from operating activities:Net income

$
32,061


$
26,615


$
28,470Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


57,166



11,357



16,474Non-cash amortization of NGA cost share


(21,062
)






Amortization of debt discount and issuance costs


3,356



3,531



3,862Loss from early extinguishment of debt


27,077







Asset impairment






3,154



Other gains and losses


194



29



(2,955
)Change in fair value of derivative instruments


11



2,408



3,078Deferred income taxes


5,637



(23,004
)


(10,271
)Stock-based compensation


2,371



3,396



2,075Changes in assets and liabilities, net of effect of acquisitions:Accounts receivable and other current assets


(12,474
)


(8,302
)


(25,382
)Net transfer to restricted cash


(17,605
)






Other assets


1,974



(2,549
)


4,037Accounts payable and current liabilities


(8,768
)


6,613



(2,534
)Income taxes receivable/payable and reserves


4,619



(61,431
)


46,787Other liabilities










(2,363
)Deferred revenue


25,650



36,311



9,655Net cash provided by (used in) operating activities


100,207



(1,872
)


70,933Cash flows from investing activities:Capital expenditures


(79,090
)


(127,937
)


(60,159
)Net transfer to restricted cash for satellite construction


(47,757
)






Satellite insurance proceeds










40,000Payments for business acquisitions, net of cash acquired










(10,027
)Redemption (purchase) of short term investments


3,813



3,750



(2,255
)Net cash used in investing activities


(123,034
)


(124,187
)


(32,441
)Cash flows from financing activities:Proceeds from issuance of long-term debt, net of costs


377,094







Repayment of long-term debt


(266,965
)






(15,443
)Net transfer to restricted cash for debt extinguishment


(559
)






Issuances of common stock


15,396



6,031



9,336Net cash provided by (used in) financing activities


124,966



6,031



(6,107
)Net increase (decrease) in cash and cash equivalents


102,139



(120,028
)


32,385Cash and cash equivalents, beginning of period


106,733



226,761



194,376Cash and cash equivalents, end of period

$
208,872


$
106,733


$
226,761Supplemental disclosures of cash flow information:Interest paid, net of capitalized interest

$
35,161


$
11,718


$
14,486Income taxes paid


3,215



67,340



3,133Non-cash surrender of common stock to cover tax liability


(277
)






    58




---



##### 



GEOEYE,
    INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

December 31,
    2009  (1)
    Business    (2)
    Significant
    Accounting Policies  Basis
    of Presentation
      Use of
    Estimates
    Revenue
    Recognition
       59




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      percentage-of-completion percentage-of-completion
  (in
    thousands)
  Balance at











Balance atBeginning of


Charged to








End ofAllowances for Doubtful Accounts

Period


Operations


Write-Offs


Acquisitions


PeriodYear ended December 31, 2007

$
610



233



(105
)





$
738Year ended December 31, 2008

$
738



183



(183
)





$
738Year ended December 31, 2009

$
738



194



(9
)





$
923   Stock-Based
    Compensation
    Business
    Combinations
   60




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Restricted
    Cash
      Concentrations
    of Credit Risk
      Satellites,
    Related Ground Systems and Property, Plant and
    Equipment
     61




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Asset

Estimated Useful LifeBuildings

15 to 40 yearsFurniture, computers and equipment

3 to 7 yearsLeasehold improvements

Shorter of estimated useful life or lease term,  generally 3 to
    7 yearsVehicles

5 yearsAirplanes

15 yearsGround systems

8 yearsSatellites

9 years   Satellite
    Insurance
    Goodwill
    and Intangible Assets
      Impairment
    of Long-Lived Assets
    Derivative
    Instruments and Hedging Activities
   62




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Advertising
    Costs
    Research
    and Development Costs
    Income
    Taxes
      Recent
    and Pending Accounting Pronouncements
    FASB Accounting Standards
    Codification (ASC)
   63




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (3)
    NextView
    Program       64




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (4)
    Comprehensive
    Income (Loss)    (5)
    Earnings
    Per Share    in
    thousands
  For the Years Ended December 31,2009


2008


2007Numerator for basic and diluted earnings per common share:Net income

$
32,061


$
26,615


$
28,470Denominator:Weighted average shares outstanding used to compute basic EPS


18,753



17,983



17,585Dilutive effect of:Warrants


1,710



1,344



2,005Stock options


149



191



192Restricted stock


12







Deferred stock units


55



38



19Employee stock purchase plan shares


6



2



Weighted average shares outstanding and dilutive securities used
    to compute diluted EPS


20,685



19,558



19,801    65




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (6)
    Property,
    Plant and Equipment  in thousands
  2009


2008Land and buildings

$
7,239


$
6,462Furniture, computers and equipment


33,123



25,458Leasehold improvements


3,342



1,754Vehicles and airplanes


2,096



1,815Accumulated depreciation


(20,419
)


(12,741
)Property, plant and equipment

$
25,381


$
22,748     (7)
    Satellites
    and Related Ground Systems  in thousands
  2009


2008Satellites

$
416,658


$
12,220Ground systems


83,728



7,359Accumulated depreciation


(64,827
)


(17,988
)Subtotal


435,559



1,591Satellites and ground systems in process


69,476



486,554Satellites and related ground systems, net

$
505,035


$
488,145          66




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (8)
    Goodwill
    and Intangible Assets    in thousands
  2009


2008Weighted

Gross





Net


Gross





NetAverage

Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingLife

Amount


Amortization


Value


Amount


Amortization


ValueContracts/customer relationships

9.2 years

$
18,971


$
(8,149
)

$
10,822


$
18,971


$
(6,057
)

$
12,914Trade names

5.4 years


2,093



(1,406
)


687



2,093



(1,028
)


1,065Patents and other

5.2 years


3,396



(3,220
)


176



3,396



(3,040
)


356Intangible assets, net



$
24,460


$
(12,775
)

$
11,685


$
24,460


$
(10,125
)

$
14,335   in thousands
  For the Year Ending December 31,2010


2,6422011


2,2412012


2,2292013


2,1212014


2,093Thereafter


359Total expected future annual amortization

$
11,685  67




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (9)
    Income
    Taxes  in thousands
  2009


2008


2007Current (benefit) provision:Federal

$
(19,893
)

$
6,174


$
43,980State


(3,317
)


563



5,826Total current (benefit) provision


(23,210
)


6,737



49,806Deferred provision (benefit):Federal


3,296



(21,193
)


(8,809
)State


2,341



(1,811
)


(1,462
)Total deferred provision (benefit)


5,637



(23,004
)


(10,271
)Total (benefit) provision for income taxes

$
(17,573
)

$
(16,267
)

$
39,535   in thousands
  2009


2008


2007Federal tax at statutory rate

$
5,071


$
3,622


$
23,802State income taxes, net


295



212



1,567Change in valuation allowance


121



568



Change in state effective rate


(138
)


2,967



Credits


(515
)






Restored net operating losses


(21,419
)






Uncertain tax position adjustment


(1,089
)


(24,133
)


14,022IRS interest, net of tax benefit






504



Permanent items and other


101



(7
)


144Total (benefit) provision for income taxes

$
(17,573
)

$
(16,267
)

$
39,535  68




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (in thousands):
  2009


2008Deferred tax assets:Deferred revenue

$
74,745


$
84,251Accruals and reserves


3,622



2,280Goodwill and intangibles


511



80Net operating loss carryforwards


21,036



Credit carryforwards


278



Other


3,375



2,302Total gross deferred tax assets


103,567



88,913Less: valuation allowance


(689
)


(568
)Deferred tax assets


102,878



88,345Deferred tax liabilities:IRC 481(a) adjustment  NextView contract


(36,906
)


(54,011
)Property, plant and equipment


(72,794
)


(9,657
)Other






Total deferred tax liabilities


(109,700
)


(63,668
)Net deferred tax (liabilities) assets

$
(6,822
)

$
24,677          69




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      in thousands
  2009


2008Balance at beginning of year

$
1,396


$
93,081Additions for tax positions in prior years


123



5,467Settlements


(1,271
)


(97,152
)Balance at end of year

$
248


$
1,396   (10)
    Debt  12-month
         70




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    90-day 90-day
         71




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2009


2008


2007Interest expense, net

Amount


Amount


AmountInterest expense

$
36,183


$
38,844


$
42,478Capitalized interest


(4,771
)


(22,657
)


(20,103
)Interest income


(392
)


(4,735
)


(8,186
)Total interest expense, net

$
31,020


$
11,452


$
14,189   (11)
    Commitments
    and Contingencies  Contractual
    Obligations
  in thousands
  Payments due by Year2015 andContractual Obligations

2010


2011


2012


2013


2014


thereafter


Total(In thousands)Long-term debt obligations

$
497


$



$



$



$



$
400,000


$
400,497Operating lease obligations


2,082



2,039



1,051



322



132







5,626Interest expense on long-term debt(1)


38,500



38,500



38,500



38,500



38,500



32,083



224,583Purchased obligations(2)


455



456



















911Total contractual obligations

$
41,534


$
40,995


$
39,551


$
38,822


$
38,632


$
432,083


$
631,617     (1)
    
    Represents contractual interest payment obligations on the
    $400.0 million outstanding principal balance of our Notes,
    which bear interest at a rate per annum of 9.625%(2)
    
    Purchase obligations include all commitments to purchase goods
    or services of either a fixed or minimum quantity that are
    enforceable and legally binding on us that meet any of the
    following criteria: (1) they are non-cancelable,
    (2) we would incur a penalty if the agreement was
    cancelled, or (3) we must make specified minimum payments
    even if we do not take delivery of the contracted products or
    services. If the obligation is non-cancelable, the entire value
    of the contract is included in the table. If the obligation is
    cancelable, but we would incur a penalty if cancelled, the
    dollar amount of the pentaly is included as a purchase
    obligation. If we can unilaterally terminate the agreement
    simply by providing a certain number of days notice or by paying
    a termination fee, we have included the amount of the
    termination fee. As of December 31, 2009, purchase
    obligations include ground system and communication services.
    Contracts that can be unilaterally terminated without a penalty
    have not been included.   72




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating
    Leases
    Contingencies
    (12)
    Employee
    Benefit Plan    (13)
    Warrants    (14)
    Stock
    Incentive Plans  Employee
    Stock Plans
    Stock
    Incentive Plans
   73




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    Options
    Valuation
    Assumptions
    Year Ended December 31,2009

2008

2007Volatility

75.93% - 83.59%

50.89% - 66.83%

50.48% - 52.39%Dividend yield

0.00%

0.00%

0.00%Risk-free interest rate

1.90% - 3.39%

1.83% - 3.84%

4.60% - 4.66%Expected average life

5.22 - 6.25 years

6.25 - 6.33 years

5.25 - 6.25 yearsExercise price per option

$19.52 - $32.69

$15.46 - $25.98

$18.00 - $20.24Weighted average fair value of options granted during the year

$15.84

$11.17

$9.72   Expected Dividend Yield.
  Expected Volatility.
  Risk-free Interest Rate.
  Expected Term.
 74




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    in thousands, except
    exercise price and contractual term data
  WeightedAverage-Weighted-



RemainingNumber

Average

Aggregate

Contractualof

Exercise

Intrinsic

TermShares

Price

Value

(in Years)Outstanding at January 1, 2009


635


$
15.21Granted


201



21.71Exercised


(87
)


11.99Forfeited/Canceled


(40
)


10.99Outstanding December 31, 2009


709


$
17.70


$
7,283



6.71Exercisable at December 31, 2009


351


$
13.14


$
5,170



5.68Vested and expected to vest at December 31, 2009


693


$
17.57


$
7,200



6.69     Restricted
    Stock
    (in thousands, except fair value price
    data)
  Weighted-AverageNo. of

Grant-DateNonvested Restricted Stock

Shares

Fair ValueNonvested at January 1, 2009


80


$
19.81Granted


20



22.85Vested


(76
)


19.68Nonvested restricted stock at December 31, 2009


24


$
22.72    75




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock Units
  (in thousands,
    except fair value price data)
  Weighted-AverageNo. of

Grant-DateNonvested Restricted Stock Units

Shares

Fair ValueNonvested at January 1, 2009


85


$
17.76Granted


41



26.14Forfeited


(38
)


18.19Nonvested restricted stock units at December 31, 2009


88


$
21.44     Deferred
    Stock Units
    Weighted-AverageNo. of

Grant-DateDeferred Stock Units

Shares

Fair ValueBalance at January 1, 2009


47


$
21.42Granted


24



18.72Deferred stock units at December 31, 2009


71


$
20.50   (15)
    Fair
    Value Measurements     76




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (in thousands)
  Reporting DateUsing SignificantOther ObservableYear

Description

Amount

Inputs (Level 2)December 31, 2009

Short-term investments

$



$
December 31, 2008

Short-term investments

$
3,813


$
3,813     (in thousands)
  December 31, 2009

December 31, 2008Carrying

Estimated

Carrying

EstimatedAmount

Fair Value

Amount

Fair ValueSenior Secured Floating Notes (due 2012)

$
0.5


$
0.5


$
247.5


$
207.5Senior Secured Notes (due 2015)


380.6



411.5







     (16)
    Significant
    Customer and Geographic Information     77




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (in
    thousands)
  Year Ended December 31,2009


2008


2007Imagery

$
206,417


$
102,102


$
146,707NextView cost share


21,062



Production and other services


43,623



44,557



36,316Total revenues

$
271,102


$
146,659


$
183,023   in
    thousands
  Year Ended December 31,2009


2008


2007Domestic

$
196,722


$
75,880


$
116,010International


74,380



70,779



67,013Total revenues

$
271,102


$
146,659


$
183,023     (17)
    Financial
    Information of Guarantor Subsidiary    Rule 3-10 regulation S-X
  (18)
    Summary
    of Quarterly Information (Unaudited)  in
    thousands, except per share amounts)
  2009 QuartersFirst

Second

Third

Fourth(Unaudited)Revenues

$
45,211


$
72,701


$
79,941


$
73,249Income from operations


1,705



23,859



27,717



19,354Net (loss) earnings


(1,737
)


9,552



12,527



11,719Earnings per share  basic


(0.09
)


0.52



0.67



0.60Earnings per share  diluted


(0.09
)


0.46



0.61



0.55     (1)
    
    In the fourth quarter of 2009, in connection with the issuance
    of the 2015 Notes, we recorded a pre-tax loss from early
    extinguishment of debt of $27.1 million.(2)
    
    In the fourth quarter of 2009, as a result of a favorable IRS
    ruling, we recorded $21.4 million of tax benefits related
    to the recovery of net operating losses previously limited due
    to an ownership change. 78




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (3)
    
    In the fourth quarter of 2009, we recorded pre-tax reductions of
    revenue of $6.1 million as a result of the GeoEye-1
    satellite irregularity and contract modifications.  2008 QuartersFirst

Second

Third

Fourth(Unaudited)Revenues

$
35,912


$
34,219


$
35,840


$
40,688Income from operations


5,624



5,108



8,418



3,650Net (loss) earnings


(817
)


(557
)


31,628



(3,639
)Earnings per share  basic


(0.05
)


(0.03
)


1.76



(0.20
)Earnings per share  diluted


(0.05
)


(0.03
)


1.57



(0.20
)   (19)
    Subsequent
    Events               79




---



##### 



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Form 10-K Form 10-K/A,
  Regulation S-K Form 10-K Form 10-K/A;
      Form 8-K,
  Regulation S-K.
 80




---



##### 



Item 9A.
    Controls
    and Procedures  a)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(b),
      b)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting  Rule 13a-15(f)
    
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of our assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and members of
    our Board of Directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use, or disposition of
    our assets that could have a material effect on our consolidated
    financial statements.     81




---



##### 



The Company did not maintain effective controls over the
    accuracy and valuation of the provision for income
    taxes.
    c)
    Remediation
    Steps Undertaken By Management    
    We have hired a Tax Director to prepare and facilitate all tax
    related information as required to calculate the tax provision
    including monitoring the tax depreciation for all fixed assets,
    capitalized costs and associated valuation, and satellite and
    research and development expenses for proper tax treatment.
    We continue to work with an experienced third-party accounting
    firm in the preparation and analysis of our interim and annual
    income tax accounting to ensure compliance with generally
    accepted accounting principles and to ensure corporate
    compliance with tax regulations.  d)
    Changes
    in Internal Control over Financial Reporting In Our Last Fiscal
    Quarter     82




---



##### 



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
          Internal Control  Integrated Framework
  
    83




---



##### 



Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Regulation S-K Election of Directors Form 10-K. Regulation S-K Executive Officers who are
    not Directors Form 10-K. Regulation S-K Section 16(a)
    Beneficial Ownership Reporting Compliance Form 10-K.
  Regulation S-K Standing Committees, Board
    Organization and Director Nominations Form 10-K.
    www.geoeye.com/corporate/invrelations
  Item 11.
    Executive
    Compensation  Executive
    Compensation  Compensation Discussion and Analysis 2009 Director Compensation Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Security Ownership of Certain Beneficial
    Owners and Management Equity Compensation Plan
    Information Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Regulation S-K Regulation S-K Board of Directors Form 10-K.
 84




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##### 



Item 14.
    Principal
    Accountant Fees and Services  Ratification of Appointment of Independent
    Auditors  Fees Paid to Independent Auditors Form 10-K.
  Item 15.
    Exhibits   85




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##### 



SIGNATURES
      By:
    /s/  MATTHEW
    M. OCONNELL   Chief Executive Officer
      Signature

Title/s/  James
    A. AbrahamsonJames
    A. Abrahamson

Chairman of the Board/s/  Matthew
    M. OConnellMatthew
    M. OConnell

President, Chief Executive Officer and Director
    (Principal Executive Officer)/s/  Joseph
    F. GreevesJoseph
    F. Greeves

Executive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)/s/  Joseph
    M. AhearnJoseph
    M. Ahearn

Director/s/  Martin
    C. FagaMartin
    C. Faga

Director/s/  Michael
    F. Horn, Sr.Michael
    F. Horn, Sr.

Director/s/  Lawrence
    A. HoughLawrence
    A. Hough

Director/s/  Roberta
    E. LenczowskiRoberta
    E. Lenczowski

Director/s/  James
    M. Simon, Jr.James
    M. Simon, Jr.

Director/s/  William
    W. SpragueWilliam
    W. Sprague

Director  86




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##### 



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit Title3
.1

Certificate of Incorporation of the Company (incorporated by
    reference to Exhibit 3.1 to Post-Effective Amendment
    No. 3 to
    Form S-1
    Registration Statement filed on June 21, 2005); Certificate
    of Amendment to Certificate of Incorporation of GeoEye, Inc.
    (incorporated by reference to Exhibit 3.1 to Annual Report
    on
    Form 10-K
    for the fiscal year ended December 31, 2006 filed on
    March 15, 2007 (File
    No. 000-50933))3
.2

Fourth Amended and Restated Bylaws of Company (incorporated by
    reference to Exhibit 3.2 to the current report on
    Form 8-K
    filed on November 6, 2007)4
.1

Registration Rights Agreement dated as of December 31, 2003
    (incorporated by reference to Exhibit 4.3 to Form 10
    filed on September 13, 2004 (File
    No. 022-28714))4
.2

Form of Stock Subscription Warrant  Warrants issued
    December 31, 2003 (incorporated by reference to
    Exhibit 4.4 to Form 10 filed on September 13,
    2004 (File
    No. 022-28714))4
.3

Registration Rights Agreement dated as of November 16, 2004
    (incorporated by reference to Exhibit 4.5 to Form 10/A
    filed on December 1, 2004 (File
    No. 0-50933))4
.4

Form of Stock Subscription Warrant  Warrants issued
    November 16, 2004 and to be issued to private investors
    pursuant to backstop commitment, if necessary (incorporated by
    reference to Exhibit 4.6 to Form 10/A filed on
    December 1, 2004 (File
    No. 0-50933))4
.5

Specimen Stock Certificate (incorporated by reference to
    Exhibit 4.4 to the Registration Statement on
    Form 8-K
    filed on May 9, 2007)4
.6

Warrant Agreement with The Bank of New York, dated as of
    March 14, 2005 (incorporated by reference to
    Exhibit 4.10 to Post-Effective Amendment No. 2 to
    Form S-1,
    filed on March 18, 2005 (File
    No. 333-122493))4
.7

Specimen Warrant Certificate with respect to Warrant Agreement
    dated as of March 14, 2005 (incorporated by reference to
    Exhibit 4.8 to Post-Effective Amendment No. 2 to
    Form S-1,
    filed on March 18, 2005 (File
    No. 333-122493))4
.8

Indenture, dated as of June 29, 2005, between ORBIMAGE
    Holdings Inc. and The Bank of New York, as Trustee (incorporated
    by reference to Exhibit 4.1 to the current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.9

Form of Senior Secured Floating Rate Note due 2012 (incorporated
    by reference to Exhibit A to Exhibit 4.1 to the
    current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.10

Security Agreement, dated as of June 29, 2005, between
    ORBIMAGE Holdings Inc. and the Bank of New York, as Collateral
    Agent (incorporated by reference to Exhibit 4.3 to the
    current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.11

Registration Rights Agreement, dated as of June 29, 2005,
    among ORBIMAGE Holdings Inc., Deutsche Bank Securities Inc. and
    Credit Suisse First Boston LLC (incorporated by reference to
    Exhibit 4.4 to the current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.12

Warrant Agreement, dated as of January 10, 2006, between
    ORBIMAGE Holdings Inc. and The Bank of New York, as Warrant
    Agent (incorporated by reference to Exhibit 4.03 to the
    current report on
    Form 8-K,
    filed on January 12, 2006 (File
    No. 000-50933))4
.13

Specimen Warrant Certificate with respect to Warrant Agreement
    dated as of January 10, 2006 (incorporated by reference to
    Exhibit 4.02 to the current report on
    Form 8-K,
    filed on January 12, 2006 (File
    No. 000-50933))4
.14*

Indenture, dated as of October 9, 2009, between the
    Subsidiary Guarantors and The Bank of New York Mellon, as Trustee4
.15*

Form of 9.625% Senior Secured Note due 20154
.16*

Security Agreement, dated as of October 9, 2009, between
    the Subsidiary Guarantors and The Bank of New York Mellon, as
    Collateral Agent4
.17*

Registration Rights Agreement, dated as of October 9, 2009,
    among GeoEye, Inc., the Guarantors, and J.P. Morgan
    Securities Inc., Banc of America Securities LLC,
    Jefferies & Company, Inc., Deutsche Bank Securities
    Inc., Canaccord Adams Inc., Dougherty & Company LLC
    and SMH Capital Inc. 87




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##### 



ExhibitNumber

Exhibit Title10
.1

2006 Omnibus Stock and Performance Incentive Plan Of ORBIMAGE
    Holdings Inc. (incorporated by reference to Exhibit 10.1 to
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 filed on
    March 15, 2007 (File
    No. 000-50933))10
.2

Employment-at-Will
    and Retention Agreement for Matthew OConnell (incorporated
    by reference to Exhibit 10.6 to Form 10 filed on
    September 13, 2004 (File
    No. 022-28714))10
.3

Employment-at-Will
    Agreement for William Schuster (incorporated by reference to
    Exhibit 10.15 to the Companys
    Form S-1,
    filed February 2, 2004 (File
    No. 333-122493))10
.4

Employment Agreement for Henry Dubois (incorporated by reference
    to Exhibit 10.4 to Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 filed on
    March 15, 2007 (File
    No. 000-50933))10
.5

Form of Indemnity Agreements for Directors and Executive
    Officers (incorporated by reference to Exhibit 10.10 to
    Form 10 filed on September 13, 2004 (File
    No. 022-28714))10
.6

Contract
    No. HM1573-04-C-0003
    with U.S. National Geospatial-Intelligence Agency (incorporated
    by reference to Exhibit 10.12 to Form 10/A filed on
    January 28, 2005 (File
    No. 0-50933))10
.7

Contract
    No. HM1573-04-3-0001
    with U.S. National Geospatial-Intelligence Agency (incorporated
    by reference to Exhibit 10.12 to Form 10/A filed on
    January 28, 2005 (File
    No. 0-50933))10
.8

Contract
    No. HM1573-04-3-0014
    with U.S. National Geospatial-Intelligence Agency (incorporated
    by reference to Exhibit 10.14 to Form 10/A filed on
    January 28, 2005 (File
    No. 0-50933))10
.9

Modification P00015 to Contract HM1573-04-C-0014 of existing
    NextView contract with NGA on December 9, 2008
    (incorporated by reference to Exhibit 10.9 to Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 filed on
    April 1, 2009 (File No. 001-33015))10
.10

2009 Annual Performance Award Policy to 2006 Omnibus Stock and
    Performance Incentive Plan Of ORBIMAGE Holdings Inc.
    (incorporated by reference to Exhibit 10.10 to Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2008 filed on April 1, 2009 (File
    No. 001-33015))10
.11*#

Modification P00023 to Contract HM1573-04-C-0014 of existing
    NextView contract with NGA on December 9, 200810
.12*#

Modification P00027 to Contract HM1573-04-C-0014 of existing
    NextView contract with NGA on December 9, 200810
.13*#

Modification P00028 to Contract HM1573-04-C-0014 of existing
    NextView contract with NGA on December 9, 200810
.14

Employment Agreement for Joseph F. Greeves (incorporated by
    reference to Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009 filed on
    August 10, 2009 (File
    No. 001-33015)21
.1*

Subsidiaries of the Registrant23
.1*

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm23
.2*

Consent of BDO Seidman, LLP, Independent Registered Public
    Accounting Firm31
.1*

Rule 13a-14(a)
    Certification of Matthew M. OConnell31
.2*

Rule 13a-14(a)
    Certification of Joseph F. Greeves32
.1*

Certification Pursuant to 18 U.S.C. Section 1350 of
    Matthew M. OConnell32
.2*

Certification Pursuant to 18 U.S.C. Section 1350 of
    Joseph F. Greeves     *
    
    Filed herewith.#
    
    Confidential treatment requested. 88