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, 2008ORo

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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    þ o
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





TABLE OF
    CONTENTS
   
 PART I


5Item 1.


Business


5Item 1A.


Risk Factors


15Item 1B.


Unresolved Staff Comments


22Item 2.


Properties


22Item 3.


Legal Proceedings


22Item 4.


Submission of Matters to a Vote of Security
    Holders


22PART II


22Item 5.


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


22Item 6.


Selected Financial Data


25Item 7.


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


25Item 7A.


Quantitative and Qualitative Disclosure of Market
    Risk


47Item 8.


Financial Statements and Supplementary Data


48Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


87Item 9A.


Controls and Procedures


88Item 9B.


Other Information


94PART III


94Item 10.


Directors, Executive Officers and Corporate
    Governance


94Item 11.


Executive Compensation


94Item 12.


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


94Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


94Item 14.


Principal Accountant Fees and Services


95Item 15.


Exhibits


95     2




---



##### 



EXPLANATORY
    NOTE
  Restatement
    of Consolidated Financial Statements
    Form 10-Q
      Form 10-Q
          Form 10-K Form 10-Q
 3




---



##### 



FORWARD
    LOOKING STATEMENTS
  Form 10-K,
  Form 10-K Form 10-K
  Trademarks
  ® ® ® ® ® ® tm tm tm tm sm sm tm sm tm tm tm tm
 4




---



##### 



PART I  Item 1.
    Business  Overview
    Products
    and Services
    up-to-date Up-to-date
    state-of-the-art
 5




---



##### 



Customers
         6




---



##### 



Form 10-K.
  The
    NextView Program
    Business
    Operations
    Collection
    System
    
    three low-Earth orbit, imaging satellites, including GeoEye-1,
    currently the most advanced imagery collection satellite
    commercially available;
    one airplane with digital and light detection radar camera;
    two airplanes each with a digital mapping camera, the second of
    which will become operational during April 2009; and
    a central
    U.S.-based
    ground system that controls the satellites and that receives,
    processes and archives their imagery and includes 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 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

684 km

680 km

705 km  7




---



##### 



GeoEye-1
  non-U.S. Government
    IKONOS
    OrbView-2
   8




---



##### 



GeoEye-2
    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






ü







üFairmont, WV






üNorman, OK






üPoint Barrow, AK


ü







üFairbanks, AK






ü



üMission, KS














üKiruna, Sweden


ü



ü



üTromso, Norway


ü



ü



üTroll, Antarctica






ü



ü     
    monitor and maintain the satellites proper orbit;
    command the satellites as required for imagery collection;
    maintain appropriate communication links with the
    satellites; and
    ensure that electrical power and other operating variables stay
    within acceptable limits.   9




---



##### 



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.    Backlog
    year-to-year
 10




---



##### 



Company
    History
        Competition
    Employees
    Government
    Regulation
   11




---



##### 



United
    States
  DoC
    regulation
        
    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 rekeyable 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 the Companys
    Board of Directors. Foreign persons entering significant
    or substantial agreements with the Company 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. 12




---



##### 



FCC
    regulation
      GeoEye-1

IKONOS

OrbView-2

OrbView-3FCC Satellite License Grant Date

2004

1999

2009

1999Commercially Operational

Yes

Yes

Yes

Yes in 2003, but Imaging Operations ceased in March 2007FCC Satellite License Expiration Date

2018

2014

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

2018Grant Date of Associated FCC Ground Station
    Licenses

2004

1999

2008

1999Expiration 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

April 15, 2024, renewable for 15 years subject to FCC
    approval     Export
    Controls and Security Clearance Regulation
       13




---



##### 



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 systems and we expect to complete this process for the
    GeoEye-1 satellite system within the next 12 months.
    Intelsat/Inmarsat Agreements The Intelsat and
    Inmarsat agreements require that operators of international
    satellite systems demonstrate that they will not cause technical
    harm to Intelsat and Inmarsat satellites. We have completed this
    process for our OrbView-2 satellite and believe that the
    frequencies in use by the IKONOS, OrbView-3 and GeoEye-1
    satellites, and to be used by the GeoEye-2 satellite, will not
    cause any technical harm to the Intelsat or Inmarsat systems. In
    the event that one of our satellite systems causes technical
    harm to the Intelsat or Inmarsat system, the FCC could fine us
    or seek to modify or terminate our underlying authorizations.
    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.   14




---



##### 



Item 1A.
    Risk
    Factors  The risks described below, among others, could cause
    GeoEyes 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.
    Satellites
    have limited useful lives and are expensive to
    replace.
             15




---



##### 



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.
        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 and 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.
    non-U.S. Government
 16




---



##### 



U.S.
    and foreign governmental agencies may build and operate their
    own systems which could affect our current and potential market
    share of our products and services.
  and/or non-classified
    The
    success of our products and services will depend on market
    acceptance.
      Foreign
    distributors and domestic value-added resellers may not expand
    our commercial markets.
   17




---



##### 



Insurance
    coverage may be more difficult and costly to obtain or
    maintain.
        The
    global financial crisis may impact our business and financial
    condition 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, or we may
    be able to do so only on terms that significantly restrict our
    ability to operate our business.
   18




---



##### 



Failure
    to obtain or maintain regulatory approvals could result in
    service interruptions or could impede us from executing our
    business plan.
  U.S. Government Approvals.
      International Registration and Approvals.
 19




---



##### 



Material
    weaknesses in our internal control over financial reporting
    resulted in material misstatements in our financial statements
    that required us to restate certain of our historical financial
    statements. 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 U.S. 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.   20




---



##### 



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 the current and proposed
    business of GeoEye 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.
    Paying
    our indebtedness will require a significant amount of cash and
    may impair our liquidity and financial condition.
   21




---



##### 



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    Item 2.
    Properties    Location

SQ FT

Lease/Own

Purpose

Industry SegmentDulles, VA


39,000


Lease

Satellite operations, production services and principal
    executive offices

Imagery, Production and Other ServicesThornton, CO


57,392


Own

Satellite operations, production services and principal
    executive offices

Imagery, Production and Other ServicesSt. Louis, MO


16,200


Lease

Satellite operations and  production services

Production and Other ServicesMission, KS


17,493


Lease

MJ Harden aerial imagery and production services

Production and Other
    ServicesNorman, OK


5,000


Own

Ground terminal stations

ImageryFairmont, WV


600


Own

Ground terminal stations

ImageryFairbanks, AK


5,042


Lease

Ground terminal stations

ImageryPoint Barrow, AK


620


Lease

Ground terminal stations

Imagery   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   22




---



##### 



over-the-counter
      2008

2007High

Low

High

Low4th Quarter

$
23.89


$
14.75


$
36.44


$
24.503rd Quarter


29.25



16.25



25.99



17.002nd Quarter


28.09



16.05



24.37



17.501st Quarter


37.37



25.59



19.98



15.89      (877) 295-8616  www.bnymellon.com/shareowner/isd
  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of



Number of SecuritiesSecurities to be



Remaining AvailableIssued Upon

Weighted-Average

for Future IssuanceExercise of

Exercise Price of

Under EquityOutstanding

Outstanding

Compensation PlansOptions, Warrants

Options, Warrants

(Excluding Securitiesand Rights

and Rights

Reflected in Column [a])Plan Category

[a]

[b]

[c]Equity compensation plans approved by security holders:Equity Plan


4,088,621


$
11.44



1,131,933Equity compensation plans not approved by security holders:None










Total


4,088,621


$
11.44



1,131,933  23




---



##### 



Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    AMONG GEOEYE, INC.,
    NASDAQ MARKET INDEX AND A PEER GROUP
  
  ASSUMES $100
    INVESTED ON JANUARY 13, 2004
    ASSUMES DIVIDEND REINVESTED
    FISCAL YEAR ENDING DECEMBER 31, 2008
  Base PeriodJanuary 13,


Year Ending December 31,Company/Index


2004


2004


2005


2006


2007


2008GeoEye, Inc.


$
100



$
91.36



$
54.07



$
95.56



$
166.17



$
94.96Peer Group Index



100




104.67




108.64




127.33




122.05




65.41NASDAQ Global Market Index



100




108.41




110.79




122.16




134.29




79.25   10-K
 24




---



##### 



Item 6.
    Selected
    Financial Data      SELECTED
    CONSOLIDATED FINANCIAL DATA
  2008

2007

2006

2005(1)

2004(As restated)

(As restated)(In thousands, except per share amounts)Revenues

$
146,659


$
183,023


$
151,168


$
40,702


$
31,020Earnings (loss) before provision for income taxes

$
10,348


$
68,005


$
20,004


$
(26,432
)

$
(24,739
)Net earnings (loss)


26,615



28,470



2,974



(16,080
)


(22,273
)Earnings (loss) per common share  basic

$
1.48


$
1.62


$
0.17


$
(0.99
)

$
(3.42
)Earnings (loss) per common share  diluted


1.36



1.44



0.16



(0.99
)


(3.42
)Total assets

$
794,605


$
853,090


$
752,601


$
614,538


$
258,641Long-term debt


247,502



246,789



246,075



245,361



85,018Stockholders equity


230,404



193,209



153,327



147,539



88,354     (1)
    
    As explained in Note 2 in Notes to Consolidated Financial
    Statements, we did not restate the 2005 consolidated financial
    statements but reduced beginning retained earnings on
    January 1, 2006 by $1.7 million, however we have
    properly included the adjustments to direct costs, interest
    expense, net and provision for income taxes.  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 the Company makes
    in the preparation of its consolidated financial statements and
    Item 1A. Risk Factors, which describes key
    risks associated with the Companys operations and
    industry.
  Restatement
    of Consolidated Financial Statements
    Form 10-Q
 25




---



##### 



Form 10-Q
          Form 10-K
  Overview
   26




---



##### 



Impact of
    Significant Transactions
  GeoEye-1
    Satellite
        NextView
    Program and Service Level Agreement
      
    On February 1, 2007, we entered into a modification to the
    initial contract which permitted NGA to procure IKONOS imagery
    as part of the $197.1 million purchase commitment. Payment
    for such imagery occurred 27




---



##### 



at the time of delivery. As of December 31, 2008, NGA had
    purchased $92.2 million of imagery under this contract
    modification.  
    On December 10, 2008 we finalized a Service
    Level Agreement modification to the NextView contract with
    NGA. Under the Service Level Agreement, NGA will pay us
    $12.5 million per month through November 30, 2009.
    NGAs monthly payment is subject to our meeting a monthly
    imagery delivery volume requirement. In the event we do not meet
    such volume requirement, NGA will hold back up to 10% of the
    monthly payment which will be utilized to purchase additional
    imagery from us on the backend of the contract period. While the
    contract expires November 30, 2009, it is our expectation
    that the contract will be extended at a minimum until NGA has
    purchased $150.0 million of imagery and services. The SLA
    modification has replaced NGAs remaining purchase
    commitment of $104.9 million under the initial NextView
    contract. The SLA will provide us the ability to use either our
    GeoEye-1 or, subject to meeting required technical
    specifications for the delivered imagery, IKONOS high resolution
    satellites to fulfill purchase orders from NGA. The Service
    Level Agreement became effective on February 20, 2009.
    During 2008, we received new production related contract awards
    totaling approximately $34.5 million to supply products and
    related services to NGA. This includes a significant amount of
    value-added, imagery-based geospatial-intelligence products
    including our airport mapping product line. Imagery processing
    and production will be performed at GeoEyes advanced
    imagery processing centers located in St. Louis, MO and
    Thornton, CO.  GeoEye-2
    Satellite
      Business
    and Industry Factors
  Business
    Strategy
    
    Building on our existing customer base.  We are
    developing closer working relationships with our partners and
    their customers so that together we can jointly offer additional
    value added products and services to meet their needs;
    Continued investment in corporate
    infrastructure.  In order to keep up with the
    growing demand for our production services, we are expanding our
    classified production capacity in Thornton, CO and our
    multi-sensor, known in the industry as source-agnostic,
    production capacity in St. Louis, MO. To support the 28




---



##### 



growth of our MJ Harden operation, we have purchased a third
    aircraft and a digital mapping camera, which will expand our
    service offerings. In addition, with the successful launch of
    GeoFuse, our web-based platform for imagery search and
    discovery, we will continue to invest in related technologies
    that will drive our ability to deliver new products through web
    services.  
    Growth through acquisition and
    investment.  From time to time, we plan to
    consider selective acquisition and investment opportunities in
    companies that augment our technology portfolio, help expand our
    vertical market reach and strengthen our existing business lines.  Industry
    Factors
      
    We expect that due to geopolitical uncertainty, global terrorist
    activity and large natural disasters, there will be continued
    demand from governments in the U.S. and overseas for
    updated and accurate digital mapping databases. Defense
    personnel may be called upon to deploy to support actions in
    Afghanistan and Iraq and mission planners require the latest
    geospatial information. As a result of terrorist activities,
    intelligence personnel around the world continue to need to
    monitor borders and other areas of interest. In addition, the
    frequency of large natural disasters such as the tsunami that
    occurred in Asia in 2003, Hurricane Katrina and the earthquake
    in Sichuan have increased awareness of the utility of imagery
    information products for humanitarian missions.
    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 29




---



##### 



cyberspace rather than on company servers or hard drives. The
    NGAs new 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 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 earth 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.
    While not new, the U.S. Government continues to place
    onerous restrictions on the export of space components to all
    countries. The International Traffic in Arms Regulations 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. 30




---



##### 



Results
    of Operations
  Comparison
    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)(As restated)Revenues

$
146,659



100.0
%

$
183,023



100.0
%

$
(36,364
)


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


76,241



52.0



64,628



35.3



11,613



18.0Depreciation and amortization


11,357



7.7



16,474



9.0



(5,117
)


(31.1
)Selling, general and administrative


32,965



22.5



22,737



12.4



10,228



45.0Inventory impairment and satellite impairment settlement


3,296



2.2







0.0



3,296



100.0Total operating expenses


123,859



84.5



103,839



56.7



20,020



19.3Earnings 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
)Earnings 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 earnings

$
26,615



18.1


$
28,470



15.6


$
(1,855
)


(6.5
)     Revenues
  For the Year Ended December 31,


Change Between 20082008


2007


and 2007Revenues

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)(As restated)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
)    31




---



##### 



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)(As restated)Labor and overhead

$
29,380



20.0
%

$
26,033



14.2
%

$
3,347



12.9
%Subcontractor


29,460



20.1



31,263



17.1



(1,803
)


(5.8
)Purchased imagery and other


17,401



11.9



7,332



4.0



10,069



137.3Total direct costs of revenue

$
76,241



52.0


$
64,628



35.3


$
11,613



18.0     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)(As restated)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
)     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)(As restated)Payroll and related costs

$
16,239



11.1
%

$
11,685



6.4
%

$
4,554



39.0
%Professional fees


9,781



6.7



5,602



3.1



4,179



74.6Other


6,945



4.7



5,450



3.0



1,495



27.4Total selling, general and administrative expenses

$
32,965



22.5


$
22,737



12.4


$
10,228



45.0    32




---



##### 



Inventory
    Impairment and Satellite Impairment Settlement
      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)(As restated)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
)


12.7Interest income


(4,735
)


(3.2
)


(8,186
)


(4.5
)


3,451



(42.2
)Total interest expense, net

$
11,452



7.8


$
14,189



7.8


$
(2,737
)


(19.3
)             Other
    Non-Operating Expense
   33




---



##### 



Provision
    for Income Taxes
    Accounting for Uncertainty
    in Income Taxes
         34




---



##### 



Comparison
    of the Results of Operations for the Years Ended
    December 31, 2007 and 2006
  For the Year Ended December 31,


Change Between 20072007


2006


and 2006Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)(As restated)


(As restated)Revenues

$
183,023



100.0
%

$
151,168



100.0
%

$
31,855



21.1
%Operating expenses:Direct costs of revenue (exclusive of depreciation and
    amortization)


64,628



35.3



55,790



36.9



8,838



15.8Depreciation and amortization


16,474



9.0



31,908



21.1



(15,434
)


(48.4
)Selling, general and administrative


22,737



12.4



21,444



14.2



1,293



6.0Total operating expenses


103,839



56.7



109,142



72.2



(5,303
)


(4.9
)Earnings from operations


79,184



43.3



42,026



27.8



37,158



88.4Interest expense, net


14,189



7.8



22,022



14.6



(7,833
)


(35.6
)Other non-operating income


(3,010
)


(1.6
)










(3,010
)


Earnings before provision for income taxes


68,005



37.2



20,004



13.2



48,001



240.0(Benefit) provision for income taxes


39,535



21.6



17,030



11.3



22,505



132.1Net earnings

$
28,470



15.6


$
2,974



2.0


$
25,496



857.3     Revenues
  For the Year Ended December 31,


Change Between 20072007


2006


and 2006Revenues

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)(As restated)


(As restated)Imagery

$
146,707



80.2
%

$
128,725



85.2
%

$
17,982



14.0
%Production and other services


36,316



19.8



22,443



14.8



13,873



61.8Total revenues

$
183,023



100.0


$
151,168



100.0


$
31,855



21.1    35




---



##### 



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


Change Between 20072007


2006


and 2006Direct Costs of Revenue

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)(As restated)


(As restated)Labor and overhead

$
26,033



14.2
%

$
18,616



12.3
%

$
7,417



39.8
%Subcontractor


31,263



17.1



26,880



17.8



4,383



16.3Purchased imagery and other


7,332



4.0



10,294



6.8



(2,962
)


(28.8
)Total direct costs of revenue

$
64,628



35.3


$
55,790



36.9


$
8,838



15.8     Depreciation
    and Amortization
  For the Year Ended December 31,


Change Between 20072007


2006


and 2006Depreciation and Amortization

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)(As restated)


(As restated)Depreciation

$
13,784



7.5
%

$
29,711



19.7
%

$
(15,927
)


(53.6
)%Amortization


2,690



1.5



2,197



1.5



493



22.4Total depreciation and amortization

$
16,474



9.0


$
31,908



21.1


$
(15,434
)


(48.4
)     Selling,
    General and Administrative Expenses
  For the Year Ended December 31,


Change Between 20072007


2006


and 2006Selling, General and Administrative Expenses

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)(As restated)


(As restated)Payroll and related costs

$
11,685



6.4
%

$
11,915



7.9


$
(230
)


(1.9
)%Professional fees


5,602



3.1



5,030



3.3



572



11.4Other


5,450



3.0



4,499



3.0



951



21.1Total selling, general and administrative expenses

$
22,737



12.4


$
21,444



14.2


$
1,293



6.0    36




---



##### 



Interest
    Expense, net
    For the Year Ended December 31,


Change Between 20072007


2006


and 2006Interest Expense, Net

Amount


% of Revenue


Amount


% of Revenue


Amount


%(In thousands, except percentages)(As restated)


(As restated)Interest expense

$
42,478



23.2
%

$
46,180



30.5
%

$
(3,702
)


(8.0
)%Capitalized interest


(20,103
)


(11.0
)


(15,626
)


(10.3
)


(4,477
)


28.7Interest income


(8,186
)


(4.5
)


(8,532
)


(5.6
)


346



(4.1
)Total interest expense, net

$
14,189



7.8


$
22,022



14.6


$
(7,833
)


(35.6
)         Non-GAAP Financial
    Measures
  Adjusted
    EBITDA
   37




---



##### 



(in thousands):
  For the Year Ended December 31,2008


2007


2006(As restated)


(As restated)Net earnings

$
26,615


$
28,470


$
2,974Add:Interest expense, net


11,452



14,189



22,022(Benefit) provision for income taxes


(16,267
)


39,535



17,030Depreciation and amortization


11,357



16,474



31,908Non-cash loss on inventory and investment impairments


3,154







Non-cash stock-based compensation expense


3,396



2,075



1,169Adjusted EBITDA

$
39,707


$
100,743


$
75,103   Liquidity
    and Capital Resources
  Liquidity and Capital Resources

2008

2007

2006(As restated)

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

$
110,546


$
234,324


$
199,684Working capital


75,878



162,048



137,282Current ratio


1.7:1



2.3:1



2.5:1Year ended December 31:Operating activities

$
(1,872
)

$
70,933


$
115,191Investing activities


(124,187
)


(32,441
)


(157,064
)Financing activities


6,031



(6,107
)


9,805Capital expenditures (included in investing activities above)


(127,937
)


(60,159
)


(123,116
)         Cash
    Flow Items
  Net Cash
    Provided by Operating Activities
     38




---



##### 



Net Cash
    Used in Investing Activities
        Net Cash
    Used in or Provided by Financing Activities
        7-year
 39




---



##### 



Long-Term
    Debt
        Funding
    Sources and Uses
    Contracted
    Backlog
       40




---



##### 



Capital
    Expenditures
        Off-Balance
    Sheet Arrangements
      Contractual
    Obligations and Commercial Commitments
    Payments Due by Year2014 andContractual Obligations

2009


2010


2011


2012


2013


Thereafter


Total(In thousands)Long-term debt obligations

$



$



$



$
250,000


$



$



$
250,000Operating lease obligations


2,003



2,045



1,711



891



363



132



7,145Interest expense on long-term debt(1)


31,634



31,634



31,634



15,817











110,719Total contractual obligations

$
33,637


$
33,679


$
33,345


$
266,708


$
363


$
132


$
367,864     (1)
    
    Represents contractual interest payment obligations on the
    $250.0 million outstanding principal balance of our Notes,
    which bear interest at a rate per annum, reset semi-annually,
    equal to the greater of six-month LIBOR or 3.0%, plus a margin
    of 9.5%, which was 12.65% at December 31, 2008.  Operating
    Leases
   41




---



##### 



Critical
    Accounting Policies and Estimates
      Revenue
    Recognition
  Revenue
    Recognition 81-1, Accounting for Performance of Construction-Type and Certain
    Production-Type Contracts (SOP 81-1), 00-21, Revenue Arrangements with Multiple Deliverables, (EITF 00-21 ):
  
    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.
    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.    
    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 42




---



##### 



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.      and/or
  Business
    Combinations
  Business Combinations
  Satellites
    and Related Ground Systems
  Capitalization of Interest
    Cost
 43




---



##### 



Asset
    Impairment Assessments
  Goodwill
  Goodwill and Other
    Intangible Assets
  Long-Lived
    Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  seven-and-a-half
      Income
    Taxes
   44




---



##### 



Accounting for Uncertainty in
    Income Taxes
  Stock-Based
    Compensation
  Share-Based Payment
  Recent
    and Pending Accounting Pronouncements
  Fair Value Measurements 157-2, Effective Date of FASB Statement No. 157 FAS 157-2) FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active FAS 157-3). FAS 157-3 FSP 157-2
 45




---



##### 



FAS 157-3 FAS 157-2
  The Fair Value Option for Financial
    Assets and Financial Liabilities  Including an
    Amendment of FASB Statement No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51
  Disclosures About Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 Goodwill and Other Intangible
    Assets FAS 142-3 FAS 142-3
  No. 08-7, Accounting for Defensive Intangible Assets (EITF 08-7). EITF 08-7 EITF 08-7, EITF 08-7 EITF 08-7
 46




---



##### 



Item 7A.
    Quantitative
    and Qualitative Disclosure of Market Risk   47




---



##### 



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


49Report of BDO Seidman, LLP, Independent
    Registered Public Accounting Firm


50Consolidated Balance Sheets 
    December 31, 2008 and 2007


51Consolidated Statements of Operations 
    Years Ended December 31, 2008, 2007 and 2006


52Consolidated Statements of Stockholders
    Equity  Years Ended December 31, 2008, 2007 and
    2006


53Consolidated Statements of Cash Flows 
    Years Ended December 31, 2008, 2007 and 2006


54Notes to Consolidated Financial Statements


55  48




---



##### 



Report of
    Independent Registered Public Accounting Firm           Internal Control  Integrated Framework
  KPMG
    LLP
    49




---



##### 



Report of
    Independent Registered Public Accounting Firm                
     50




---



##### 



GEOEYE,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2008


2007(In thousands)(As restated)ASSETSCurrent assets:Cash and cash equivalents

$
106,733


$
226,761Short-term investments


3,813



7,563Accounts receivable  trade (net of allowances: 2008
     $738; 2007  $738)


25,800



28,677Unbilled receivable


1,051



16,393Income tax receivable


20,142



Prepaid expenses


28,069



3,289Other current assets


6,256



5,516Total current assets


191,864



288,199Property, plant and equipment, net


22,748



17,084Satellites and related ground systems, net


488,145



402,753Goodwill


34,264



34,264Intangible assets


14,335



17,068Other non-current assets


12,978



16,653Deferred tax asset


30,271



77,069Total assets

$
794,605


$
853,090LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
19,653


$
12,002Accrued payroll


6,555



6,119Accrued expenses  subcontractors


27,738



55,967Accrued interest payable


15,817



17,292Current portion of deferred revenue


40,629



9,775Income tax payable






24,996Current deferred tax liability


5,594



Total current liabilities


115,986



126,151Long-term debt


247,502



246,789Long-term portion of deferred revenue


199,317



193,860Non-current income tax reserve


1,396



93,081Total liabilities


564,201



659,881Commitments and contingenciesStockholders equity:Common stock, par value $0.01; 50,000 shares authorized;
    18,422 and 17,868 shares issued and outstanding at
    December 31, 2008 and 2007, respectively


184



179Additional paid-in capital


210,513



199,938Retained earnings (accumulated deficit)


19,707



(6,908
)Total stockholders equity


230,404



193,209Total liabilities and stockholders equity

$
794,605


$
853,090    51




---



##### 



GEOEYE,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2008


2007


2006(As restated)


(As restated)(In thousands, except per share amounts)Revenues

$
146,659


$
183,023


$
151,168Operating expenses:Direct costs of revenue (exclusive of depreciation and


76,241



64,628



55,790amortization)Depreciation and amortization


11,357



16,474



31,908Selling, general and administrative


32,965



22,737



21,444Inventory impairment and satellite impairment settlement


3,296







Total operating expenses


123,859



103,839



109,142Earnings from operations


22,800



79,184



42,026Interest expense, net


11,452



14,189



22,022Other non-operating expense (income)


1,000



(3,010
)


Earnings before provision for income taxes


10,348



68,005



20,004(Benefit) provision for income taxes


(16,267
)


39,535



17,030Net earnings

$
26,615


$
28,470


$
2,974Earnings per common share  basic

$
1.48


$
1.62


$
0.17Earnings per common share  diluted

$
1.36


$
1.44


$
0.16Shares used to compute basic earnings per share


17,983



17,585



17,416Shares used to compute diluted earnings per share


19,558



19,801



18,222    52




---



##### 



GEOEYE
    INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Additional





Retained Earnings


TotalCommon Stock


Paid-In


Unearned


(Accumulated


StockholdersShares


Amounts


Capital


Compensation


Deficit)


Equity(In thousands)Balance as of December 31, 2005, as previously
    reported


17,443


$
175


$
186,137


$
(421
)

$
(36,676
)

$
149,215Restatement to net earnings


















(1,676
)


(1,676
)Balance as of December 31, 2005, as restated


17,443



175



186,137



(421
)


(38,352
)


147,539Net earnings, as restated


















2,974



2,974Issuance of warrants in connection with debt issuance










1,614











1,614Issuance of stock upon exercise of options


32







32











32Stock-based compensation










748



421







1,169Balance as of December 31, 2006 as restated


17,475



175



188,531







(35,378
)


153,328Net earnings, as restated


















28,470



28,470Warrants exercised


276



3



7,713











7,716Issuance of stock upon exercise of options


117



1



1,619











1,620Stock-based compensation










2,075











2,075Balance as of December 31, 2007 as restated


17,868



179



199,938







(6,908
)


193,209Net earnings


















26,615



26,615Warrants exercised


513



5



7,044











7,049Issuance of stock upon exercise of options


41







135











135Stock-based compensation










3,396











3,396Balance as of December 31, 2008


18,422


$
184


$
210,513


$



$
19,707


$
230,404    53




---



##### 



GEOEYE
    INC.
  CONSOLIDATED
    STATEMENT OF CASH FLOWS
  Years Ended December 31,2008


2007


2006(As restated)


(As restated)Cash flows from operating activities:Net earnings

$
26,615


$
28,470


$
2,974Adjustments to reconcile net earnings to net cash (used in)
    provided by operating activities:Depreciation and amortization


14,888



20,336



41,514Asset impairments


3,154







Other gains and losses


29



(2,955
)


Change in fair value of derivative instruments


2,408



3,078



(2,636
)Deferred income taxes


(23,004
)


(10,271
)


(22,532
)Stock-based compensation


3,396



2,075



1,169Changes in assets and liabilities, net of effect of acquisitions:Current assets


(8,302
)


(25,382
)


(2,142
)Other assets


(2,549
)


4,037



1,019Accounts payable and current liabilities


6,613



(2,534
)


(6,094
)Income taxes payable and reserves


(61,431
)


46,787



33,653Non-current liabilities






(2,363
)


9,359Deferred revenue


36,311



9,655



58,907Net cash (used in) provided by operating activities


(1,872
)


70,933



115,191Cash flows from investing activities:Capital expenditures


(127,937
)


(60,159
)


(123,116
)Satellite insurance proceeds






40,000



Payments for business acquisitions, net of cash acquired






(10,027
)


(28,700
)Redemption (purchase) of short term investments


3,750



(2,255
)


(5,248
)Net cash used in investing activities


(124,187
)


(32,441
)


(157,064
)Cash flows from financing activities:Issuance of long-term debt, net of costs










44,330Repayment of long-term debt






(15,443
)


(34,557
)Issuances of common stock


6,031



9,336



32Net cash provided by (used in) financing activities


6,031



(6,107
)


9,805Net (decrease) increase in cash and cash equivalents


(120,028
)


32,385



(32,068
)Cash and cash equivalents, beginning of period


226,761



194,376



226,444Cash and cash equivalents, end of period

$
106,733


$
226,761


$
194,376Supplemental disclosures of cash flow information:Interest paid, net of capitalized interest

$
11,718


$
14,486


$
23,569Income taxes paid


67,340



3,133



    54




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2008
  (1)
    Business    (2)
    Restatements
    of Consolidated Financial Statements  September
    2008 Restatement
  Form 10-K/A
  March
    2009 Restatement
    Form 10-Q
      Form 10-Q
 55




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Increase
    (Decrease) by Periods (In thousands, except per share
    information)
  MarchAs Previously

2009Reported

Restatement

Reclassifications

As RestatedConsolidated Statements of Operations:For the year ended December 31, 2007Revenues

$
183,764


$
(741
)

$



$
183,023Direct costs of revenue


73,664



1,369



(10,405
)


64,628Depreciation and amortization










16,474



16,474Selling, general and administrative expenses


29,794



(988
)


(6,069
)


22,737Earnings from operations


80,306



(1,122
)






79,184Net gain on satellite insurance proceeds


(3,010
)






3,010



Interest expense, net


7,276



3,835



3,078



14,189Other non-operating expense


3,078







(6,088
)


(3,010
)Earnings before provision for income taxes


72,962



(4,957
)






68,005Provision for income taxes


42,216



(2,681
)






39,535Net earnings


30,746



(2,276
)






28,470Earnings per share  basic


1.75











1.62Earnings per share  diluted


1.55











1.44 56




---



##### 



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

2009Reported

Restatement

Reclassifications

As RestatedFor the year ended December 31, 2006Direct costs of revenue

$
82,837


$
1,202


$
(28,249
)

$
55,790Depreciation and amortization










31,908



31,908Selling, general and administrative expenses


25,103







(3,659
)


21,444Earnings from operations


43,228



(1,202
)






42,026Interest expense, net


21,744



2,914



(2,636
)


22,022Other non-operating income


(2,636
)






2,636



Earnings before provision for income taxes


24,120



(4,116
)






20,004Provision for income taxes


20,391



(3,361
)






17,030Net earnings


3,729



(755
)






2,974Earnings per share  basic


0.21











0.17Earnings per share  diluted


0.20











0.16Consolidated Balance Sheet:As of December 31, 2007Cash and cash equivalents

$
234,324


$



$
(7,563
)

$
226,761Short-term investments










7,563



7,563Accounts receivable  trade


44,517



553



(16,393
)


28,677Unbilled receivables










16,393



16,393Prepaid expenses










3,289



3,289Other current assets


6,419



(156
)


(747
)


5,516Total current assets


285,260



397



2,542



288,199Property, plant and equipment, net


88,418







(71,334
)


17,084Satellites and related ground systems, net


346,267



(12,306
)


68,792



402,753Goodwill


32,612



1,652







34,264Deferred tax asset


78,721



(1,652
)






77,069Total assets


864,999



(11,909
)






853,090Accounts payable and accrued expenses


17,684



437



(6,119
)


12,002Accrued payroll










6,119



6,119Current portion of deferred revenue


9,499



276







9,775Income tax payable


32,911



(7,915
)






24,996Total current liabilities


133,353



(7,202
)






126,151Total liabilities


667,083



(7,202
)






659,881Accumulated deficit


(2,201
)


(4,707
)






(6,908
)Total stockholders equity


197,916



(4,707
)






193,209Total liabilities and stockholders equity


864,999



(11,909
)






853,090Consolidated Statements of Cash Flows:For the year ended December 31, 2007Net cash provided by operating activities

$
78,139


$
(7,206
)

$



$
70,933Net cash used in investing activities


(37,392
)


7,206



(2,255
)


(32,441
) 57




---



##### 



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

2009Reported

Restatement

Reclassifications

As RestatedFor the year ended December 31, 2006Net cash provided by operating activities

$
120,771


$
(5,580
)

$



$
115,191Net cash used in investing activities


(157,396
)


5,580



(5,248
)


(157,064
)   (3)
    Significant
    Accounting Policies  Basis
    of Presentation
    Use of
    Estimates and Reclassification
    Revenue
    Recognition
           58




---



##### 



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











Balance atBeginning of


Charged to








End ofAllowances for Doubtful Accounts

Period


Operations


Write-Offs


Acquisitions


PeriodYear ended December 31, 2006

$
143



15



(308
)


760


$
610Year ended December 31, 2007

$
610



233



(105
)





$
738Year ended December 31, 2008

$
738



183



(183
)





$
738   Stock-Based
    Compensation
  Share-Based Payment
  Business
    Combinations
  Business Combinations,
  Cash
    and Cash Equivalents
    Concentrations
    of Credit Risk
   59




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventory
    Satellites,
    Related Ground Systems and Property, Plant and
    Equipment
  Capitalization of Interest Cost SOP 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use, (SOP 98-1).
      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 5 to
    10 yearsVehicles

5 yearsAirplanes

6 to 7 yearsGround systems

8 yearsSatellites

7 to 8 years   Satellite
    Insurance
   60




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
    and Intangible Assets
  Business Combinations
    Impairment
    of Long-Lived Assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Derivative
    Instruments and Hedging Activities
  Accounting for
    Derivative Instruments and Hedging Activities
  Income
    Taxes
  Accounting for
    Income Taxes
  Accounting for
    Uncertainty in Income Taxes
  Recent
    and Pending Accounting Pronouncements
  157-2, Effective Date of FASB Statement No. 157 FAS 157-2)
 61




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FAS 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active FAS 157-3). FAS 157-3 FSP 157-2 FAS 157-3 FAS 157-2
  The Fair Value Option for Financial
    Assets and Financial Liabilities  Including an
    Amendment of FASB Statement No. 115
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51
  Disclosures About Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 Goodwill and Other Intangible
    Assets FAS 142-3 FAS 142-3
  No. 08-7, Accounting for Defensive Intangible Assets (EITF 08-7). EITF 08-7 EITF 08-7, EITF 08-7
 62




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 08-7
  (4)
    NextView
    Program      18-month
 63




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    Acquisition  MJ
    Harden
      Business Combinations.
  (6)
    Comprehensive
    Income (Loss)    (7)
    Earnings
    Per Share   64




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  in
    thousands
  For the Years Ended December 31,2008


2007


2006(As restated)


(As restated)Numerator for basic and diluted earnings per common share:Net earnings

$
26,615


$
28,470


$
2,974Denominator:Weighted average shares outstanding used to compute basic EPS


17,983



17,585



17,416Dilutive effect of:Warrants


1,344



2,005



758Stock options


191



192



48Deferred stock units


38



19



Employee stock purchase plan shares


2







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


19,558



19,801



18,222     (8)
    Property,
    Plant and Equipment  in thousands
  2008


2007(As restated)Land and buildings

$
6,462


$
6,076Furniture, computers and equipment


25,458



15,765Leasehold improvements


1,754



1,726Vehicles and airplanes


1,815



334Accumulated depreciation


(12,741
)


(6,817
)Total

$
22,748


$
17,084    65




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (9)
    Satellites
    and Related Ground Systems  in thousands
  2008


2007(As restated)IKONOS

$
9,166


$
9,166OrbView-2


3,054



3,054Ground stations


7,359



7,359Accumulated depreciation


(17,988
)


(15,310
)Subtotal


1,591



4,269Satellites in process


407,419



336,821Ground stations in process


79,135



61,663Total

$
488,145


$
402,753              66




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (10)
    Goodwill
    and Intangible Assets  in
    thousands :
  ConsolidatedTotalBalance, December 31, 2006

$
28,490Acquired during the year


5,774Balance, December 31, 2007, as restated

$
34,264Acquired during the year


Balance, December 31, 2008

$
34,264   in thousands
  2008


2007Weighted

Gross





Net


Gross





NetAverage

Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingRemaining Life

Amount


Amortization


Value


Amount


Amortization


Value(As restated)Contracts/customer relationships

6.3 years

$
18,971


$
(6,057
)

$
12,914


$
18,971


$
(3,964
)

$
15,007Trade name

3.1 years


2,093



(1,028
)


1,065



2,093



(649
)


1,444Patents and other

1.8 years


3,396



(3,040
)


356



3,396



(2,779
)


617Total intangible assets



$
24,460


$
(10,125
)

$
14,335


$
24,460


$
(7,392
)

$
17,068   in
    thousands
  For the Year Ending December 31,2009

$
2,6492010


2,6422011


2,2412012


2,2292013


2,121Thereafter


2,453Total expected future annual amortization

$
14,335  67




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Income
    Taxes  in thousands
  2008


2007


2006(As restated)


(As restated)Current provision:Federal

$
6,174


$
43,980


$
35,372State


563



5,826



4,190Total current provision


6,737



49,806



39,562Deferred benefit:Federal


(21,193
)


(8,809
)


(19,769
)State


(1,811
)


(1,462
)


(2,763
)Total deferred provision


(23,004
)


(10,271
)


(22,532
)Total (benefit) provision for income taxes

$
(16,267
)

$
39,535


$
17,030   in thousands
  2008


2007


2006(As restated)


(As restated)U.S. Federal tax at statutory rate

$
3,622


$
23,802


$
7,001State income taxes, net


212



1,567



(737
)FIN 48 adjustment


(24,133
)


14,022



11,498Change in valuation allowance


568







Change in state effective rate


2,967







IRS interest, net of tax benefit


504







Permanent items and other


(7
)


144



(732
)Total (benefit) provision for income taxes

$
(16,267
)

$
39,535


$
17,030  68




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (in thousands):
  2008


2007(As restated)Deferred tax assets:Deferred revenue

$
84,251


$
75,071Accruals and reserves


2,280



299Goodwill and Intangibles


80



(1,177
)Other


2,303



4,405Total gross deferred tax assets


88,914



78,598Less: valuation allowance


(568
)


Deferred tax assets


88,346



78,598Deferred tax liabilities:IRC 481(a) adjustment  Nextview contract


(54,011
)


Property, plant and equipment


(9,657
)


(800
)Other






(729
)Total gross deferred tax liabilities


(63,669
)


(1,529
)Net deferred tax asset

$
24,678


$
77,069          69




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  in
    thousands
  2008


2007(As restated)Balance at beginning of year

$
93,081


$
75,528Additions for tax positions in prior years


5,467



17,553Settlements


(97,152
)


Balance at end of year

$
1,396


$
93,081     (12)
    Debt             70




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            For The Year Ended December 31,2008


2007


2006(In thousands, except percentages)(As restated)


(As restated)Interest expense, net

Amount


Amount


AmountInterest expense

$
38,844


$
42,478


$
46,180Capitalized interest


(22,657
)


(20,103
)


(15,626
)Interest income


(4,735
)


(8,186
)


(8,532
)Total interest expense, net

$
11,452


$
14,189


$
22,022   (13)
    Leases  in thousands
  2009

$
2,0032010


2,0452011


1,7112012


8912013


363Thereafter


132Total

$
7,145  71




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14)
    Employee
    Benefit Plan    (15)
    Warrants    Exercise

ExpirationGrant Date

Amount

Price

Date

StatusMarch 25, 2005


3,126


$
10.00
(1)


March 25, 2010



ExercisableJanuary 1, 2006


115



15.00
(1)


January 10, 2009



Exercisable     (1)
    
    The exercise price and the number of shares that may be
    purchased upon exercise of the warrants may be adjusted from
    time to time as a result of a stock dividend, split or
    subdivision of shares, as well as a combination of shares,
    merger or consolidation.  (16)
    Stock
    Incentive Plans  Employee
    Stock Plans
    Stock
    Incentive Plans
   72




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    Options
    Valuation
    Assumptions
    Year Ended December 31,2008

2007

2006Volatility

50.89% - 66.83%

50.48% - 52.39%

55.94% - 63.87%Dividend yield

0.00%

0.00%

0.00%Risk-free interest rate

1.83% - 3.84%

4.60% - 4.66%

4.30% - 4.70%Expected average life

6.25 - 6.33 years

5.25 - 6.25 years

5.50 - 6.25 yearsExercise price per option

$15.46 - $25.98

$18.00 - $20.24

$10.00 - 16.82Weighted average fair value of options granted during the year

$11.17

$9.72

$7.93   Expected Dividend Yield.
  Expected Volatility.
  Risk-free Interest Rate.
  Expected Term.
 73




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008WeightedAverageWeighted



RemainingAverage

Aggregate

ContractualNumber of

Exercise

Intrinsic

TermShares

Price

Value

(in Years)Outstanding at beginning of year


551


$
12.72Granted


146



24.36Exercised


(13
)


10.14Forfeited/Canceled


(49
)


15.77Outstanding at year-end


635


$
15.21


$
3,256



7.59Exercisable at year-end


308


$
10.34


$
2,751



6.43Vested and expected to vest


603


$
15.21


$
3,140



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

Grant-DateNonvested Restricted Stock

Shares

Fair ValueNonvested at January 1, 2008


66


$
16.75Granted


25



25.52Vested


(11
)


13.87Nonvested restricted stock at December 31, 2008


80


$
19.81     Restricted
    Stock Units
   74




---



##### 



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

Grant-DateNonvested Restricted Stock Units

Shares

Fair ValueNonvested at January 1, 2008


65


$
18.00Granted


25



17.20Forfeited


(5
)


18.00Nonvested restricted stock units at December 31, 2008


85


$
17.76     Deferred
    Stock Units
    Weighted-AverageNo. of

Grant-DateDeferred Stock Units

Shares

Fair ValueBalance at January 1, 2008


35


$
17.37Granted


12



32.97Deferred stock units at December 31, 2008


47


$
21.42   (17)
    Fair
    Value Measurements    Fair Value Measurements
         75




---



##### 



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

Fair Value Measurement at Reporting Date UsingDescription

2008

Significant Other Observable Inputs (Level 2)Short-term investments


3,813



3,813     (18)
    Significant
    Customer and Geographic Information        (in
    thousands)
  Year Ended December 31,2008


2007


2006(As restated)


(As restated)Imagery

$
102,102


$
146,707


$
128,725Production and other services


44,557



36,316



22,443Total

$
146,659


$
183,023


$
151,168   in
    thousands
  Year Ended December 31,2008


2007


2006(As restated)


(As restated)Domestic

$
75,880


$
116,010


$
80,996Foreign


70,779



67,013



70,172Total

$
146,659


$
183,023


$
151,168    76




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (19)
    Summary
    of Quarterly Information (Unaudited)  in
    thousands, except per share amounts):
  2008 QuartersFirst

Second

Third

Fourth(Unaudited)Revenues

$
35,912
*

$
34,219


$
35,840


$
40,688Earnings from operations


5,624
*


5,108
*


8,417



3,651Net (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
)     *
    
    During the quarter ended September 30, 2008, immaterial
    adjustments were made to quarters ended March 31, 2008 and
    June 30, 2008 for revenue, direct costs, selling, general
    and administrative costs and interest expense.  2007 QuartersFirst


Second


Third


Fourth(As restated)


(As restated)


(As restated)(As restated)(In thousands, except share data)(Unaudited)Revenues

$
36,796


$
48,925


$
53,750


$
43,552Earnings from operations


(24,254
)


26,089



61,374



15,975Net (loss) earnings


(21,999
)


11,295



32,203



6,971Earnings per share  basic


(1.26
)


0.64



1.83



0.41Earnings per share  diluted


(1.26
)


0.59



1.69



0.42Revenues:As previously reported

$
36,796


$
48,254


$
53,750


$
44,964Adjustments






671







(1,412
)As restated


36,796



48,925



53,750



43,552Operating income (loss):As previously reported


(24,961
)


25,707



61,815



17,745AdjustmentsRevenue






671







(1,412
)Direct costs of revenue


(281
)


(289
)


(441
)


(358
)Selling, general and administrative expenses


988











As restated


(24,254
)


26,089



61,374



15,975 77




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2007 QuartersFirst


Second


Third


Fourth(As restated)


(As restated)


(As restated)(As restated)(In thousands, except share data)(Unaudited)Net earnings (loss):As previously reported


(21,926
)


11,619



33,073



7,980AdjustmentsRevenue






671







(1,412
)Direct costs of revenue


(281
)


(289
)


(441
)


(358
)Selling, general and administrative expenses


988











Capitalized interest


(826
)


(910
)


(978
)


(1,120
)Provision for income taxes


46



204



549



1,881As restated

$
(21,999
)

$
11,295


$
32,203


$
6,971Earnings (loss) per common share:As previously reported

$
(1.25
)

$
0.66


$
1.89


$
0.45As restated

$
(1.26
)

$
0.64


$
1.84


$
0.39Earnings (loss) per diluted share:As previously reported

$
(1.25
)

$
0.61


$
1.74


$
0.34As restated

$
(1.26
)

$
0.59


$
1.69


$
0.30   (20)
    Financial
    Information of Guarantor Subsidiary    Rule 3-10 Regulation S-X.
   78




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
  Consolidating
    Balance Sheet
 December 31,
    2008
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


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

$
18,549


$
25,448


$
62,736


$



$
106,733Short-term investments






3,813











3,813Accounts Receivable  trade






15,850



9,950







25,800Unbilled receivable






176



875







1,051Income tax receivable


20,142















20,142Prepaid expenses






26,869



1,200







28,069Other current assets


1,154



7,696



8



(2,602
)


6,256Amounts due from related parties


25,933



(47,199
)


21,266







Total current assets


65,778



32,653



96,035



(2,602
)


191,864Property, plant and equipment, net






10,494



12,254







22,748Satellites and related ground systems, net






451,552



36,593







488,145Goodwill






28,490



5,774







34,264Intangible assets






7



14,328







14,335Investment in subsidiaries


419,283











(419,283
)


Other non-current assets


9,871



2,107



1,000







12,978Deferred tax asset


188



30,042



41







30,271Total assets

$
495,120


$
555,345


$
166,025


$
(421,885
)

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

$
1


$
11,182


$
11,072


$
(2,602
)

$
19,653Accrued payroll






6,277



278







6,555Accrued expenses  subcontractors






27,738











27,738Accrued interest payable


15,817















15,817Current portion of deferred revenue






36,450



4,179







40,629Current deferred tax liability






5,594











5,594Total current liabilities


15,818



87,241



15,529



(2,602
)


115,986Long-term debt


247,502















247,502Long-term portion of deferred revenue






199,317











199,317Non-current income tax reserve


1,396















1,396Total liabilities


264,716



286,558



15,529



(2,602
)


564,201Stockholders equity


230,404



268,787



150,496



(419,283
)


230,404Total liabilities and stockholders equity

$
495,120


$
555,345


$
166,025


$
(421,885
)

$
794,605  79




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
    Consolidating Balance Sheet
    December 31, 2007
    (As restated)
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


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

$
38,645


$
109,258


$
78,858


$



$
226,761Short-term investments






7,563











7,563Accounts receivable, net






18,079



10,598







28,677Unbilled receivable






15,481



912







16,393Amounts due from related parties


150,997











(150,997
)


Prepaid assets






1,536



1,753







3,289Other current assets


3



8,634



2,083



(5,204
)


5,516Total current assets


189,645



160,551



94,204



(156,201
)


288,199Property, plant and equipment, net






2,470



14,614







17,084Satellites and related ground systems, net






400,845



1,908







402,753Investment in subsidiaries


253,069











(253,069
)


Goodwill






28,490



5,774







34,264Intangible assets






91



16,977







17,068Other non-current assets


14,576



77



2,000







16,653Deferred tax asset






78,721



(1,652
)






77,069Total assets

$
457,290
(a)

$
671,245
(a)

$
133,825
(a)

$
(409,269
)

$
853,090LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$



$
5,479


$
11,727


$
(5,204
)

$
12,002Accrued payroll






6,119











6,119Amounts payable to related parties






105,038



45,959



(150,997
)


Amounts payable to subcontractors






55,967











55,967Accrued interest payable


17,292















17,292Current portion of deferred revenue






2,474



7,301







9,775Income tax payable






24,996











24,996Total current liabilities


17,292



200,073



64,987



(156,201
)


126,151Long-term debt


246,789















246,789Long-term portion of deferred revenue






193,860











193,860Non-current income tax reserve






93,081











93,081Total liabilities


264,081
(b)


487,014
(b)


64,987
(b)


(156,200
)


659,881Stockholders equity


193,209
(c)


184,231
(c)


68,838
(c)


(253,069
)


193,209Total liabilities and stockholders equity

$
457,290


$
671,245


$
133,825


$
(409,269
)

$
853,090     (a)
    
    Total assets were adjusted by $(4,707), $(11,909), $0 and $4,707
    for the Parent, Guarantor Subsidiary, Non-Guarantor Subsidiaries
    and Eliminations, respectively.(b)
    
    Total liabilities were adjusted by $0, $(7,915), $713 and $0 for
    the Parent, Guarantor Subsidiary, Non-Guarantor Subsidiaries and
    Eliminations, respectively.(c)
    
    Total stockholders equity was adjusted by $(4,707),
    $(3,994), $(713) and $(4,707) for the Parent, Guarantor
    Subsidiary, Non-Guarantor Subsidiaries and Eliminations,
    respectively. 80




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
  Consolidating
    Statement of Operations
 Year
    Ended December 31, 2008
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
65,270


$
103,683


$
(22,294
)

$
146,659Operating expenses:Direct costs of revenue (exclusive of depreciation and
    amortization)






48,670



49,865



(22,294
)


76,241Depreciation and amortization






4,316



7,041







11,357Selling, general and administrative expenses






4,009



28,956







32,965Inventory impairment and satellite impairment settlement






1,141



2,155







3,296Total operating expenses






58,136



88,017



(22,294
)


123,859Earnings from operations






7,134



15,666







22,800Interest expense (income), net


15,796



(4,344
)










11,452Other non-operating expense (income)










1,000







1,000Equity in earnings of subsidiaries


(37,057
)










37,057



Earnings (loss) before provision for income taxes


21,261



11,478



14,666



(37,057
)


10,348(Benefit) provision for income taxes


(5,354
)


(16,752
)


5,839







(16,267
)Net earnings (loss)

$
26,615


$
28,230


$
8,827


$
(37,057
)

$
26,615  81




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
    Consolidating Statement of Operations
    Year Ended December 31, 2007
    (As restated)
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
95,560


$
146,094


$
(58,631
)

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






75,354



47,905



(58,631
)


64,628Depreciation and amortization






7,722



8,752







16,474Selling, general and administrative expenses


56



1,554



21,127







22,737Total operating expenses


56



84,630



77,784



(58,631
)


103,839(Loss) earnings from operations


(56
)


10,930



68,310







79,184Interest expense, net


15,205



(2,039
)


1,023







14,189Other non-operating expense (income)






(3,010
)










(3,010
)Equity in earnings of subsidiaries


(37,834
)(d)










37,834



Earnings before provision for income taxes


22,573
(a)


15,979
(a)


67,287
(a)


(37,834
)


68,005(Benefit) provision for income taxes


(5,897
)(b)


19,773
(b)


25,659
(b)






39,535Net earnings (loss)

$
28,470
(c)

$
(3,794
)(c)

$
41,628
(c)

$
(37,834
)

$
28,470     (a)
    
    The earnings before provision for income taxes have been
    adjusted by $(2,276), $(4,244) and $(713) for the Parent,
    Guarantor Subsidiary and Non-Guarantor Subsidiaries,
    respectively.(b)
    
    The (benefit) provision for income taxes has been adjusted by
    $0, $(2,065) and $(616) for the Parent, Guarantor Subsidiary and
    Non-Guarantor Subsidiaries, respectively.(c)
    
    Net earnings (loss) has been adjusted by $(2,276), $(2,179) and
    $(97) for the Parent, Guarantor Subsidiary and Non-Guarantor
    Subsidiaries, respectively.(d)
    
    The Parents equity in earnings of subsidiaries has been
    adjusted by $(2,276). 82




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
    Consolidating Statement of Operations
    Year Ended December 31, 2006
    (As restated)
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
40,728


$
110,781


$
(341
)

$
151,168Operating expenses:Direct costs of revenue (exclusive of depreciation and
    amortization)






16,894



39,237



(341
)


55,790Depreciation and amortization






23,894



8,014







31,908Selling, general and administrative expenses






11,944



9,500







21,444Total operating expenses






52,732



56,751



(341
)


109,142(Loss) earnings from operations






(12,004
)


54,030







42,026Interest expense, net


15,182



(3,113
)


9,953







22,022Equity in earnings of subsidiaries


(12,561
)(d)










12,561



(Loss) earnings before provision for income taxes


(2,621
)(a)


(8,891
)(a)


44,077
(a)


(12,561
)


20,004(Benefit) provision for income taxes


(5,595
)(b)


8,142
(b)


14,483
(b)






17,030Net earnings (loss)

$
2,974
(c)

$
(17,033
)(c)

$
29,594
(c)

$
(12,561
)

$
2,974     (a)
    
    The (loss) earnings before provision for income taxes has been
    adjusted by $(755), $(4,116), and $0 for the Parent, Guarantor
    Subsidiary, and Non-Guarantor Subsidiaries, respectively.(b)
    
    The (benefit) provision for income taxes has been adjusted by
    $0, $(1,593), and $1,768 for the Parent, Guarantor Subsidiary,
    and Non-Guarantor Subsidiaries, respectively.(c)
    
    Net earnings (loss) has been adjusted by $(755), $(2,523) and
    $1,768 for the Parent, Guarantor Subsidiary and Non-Guarantor
    Subsidiaries, respectively.(d)
    
    The Parents equity in earnings of subsidiaries has been
    adjusted by $(755). 83




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
  Consolidating
    Statement of Cash Flows
 Year
    Ended December 31, 2008
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by (used in) operating activities

$
(26,127
)

$
3,632


$
20,623


$



$
(1,872
)Cash flows from investing activities:Capital expenditures






(121,026
)


(6,911
)






(127,937
)Sale (purchase) of satellite assets






29,834



(29,834
)






Redemption of short-term investments






3,750











3,750Net cash used in investing activities






(87,442
)


(36,745
)






(124,187
)Cash flows from financing activities:Issuances of common stock


6,031















6,031Net cash provided by financing activities


6,031















6,031Net decrease in cash and cash equivalents


(20,096
)


(83,810
)


(16,122
)






(120,028
)Cash and cash equivalents, beginning of period


38,645



109,258



78,858







226,761Cash and cash equivalents, end of period

$
18,549


$
25,448


$
62,736


$



$
106,733  84




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
  Consolidating
    Statement of Cash Flows
    Year Ended December 31, 2007
    (As restated)
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by (used in) operating activities

$
(25,747
)

$
24,572


$
72,108


$



$
70,933Cash flows from investing activities:Capital expenditures






(52,807
)


(7,352
)






(60,159
)Satellite insurance proceeds






40,000











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










(10,027
)






(10,027
)Purchase of short-term investments






(2,255
)










(2,255
)Net cash used in investing activities






(15,062
)


(17,379
)






(32,441
)Cash flows from financing activities:Repayment of long-term debt










(15,443
)






(15,443
)Issuances of common stock


9,336















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


9,336







(15,443
)






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


(16,411
)


9,510



39,286







32,385Cash and cash equivalents, beginning of period


55,056



99,748



39,572







194,376Cash and cash equivalents, end of period

$
38,645


$
109,258


$
78,858


$



$
226,761  85




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  GEOEYE,
    INC.
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2006
    (As restated)
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operating activities

$
2,187


$
52,393


$
60,611


$



$
115,191Cash flows from investing activities:Capital expenditures






(121,004
)


(2,112
)






(123,116
)Satellite insurance proceeds


















Purchase of short-term investment






(5,248
)










(5,248
)Payments for business acquisitions, net of cash acquired










(28,700
)






(28,700
)Net cash used in investing activities






(126,252
)


(30,812
)






(157,064
)Cash flows from financing activities:Issuance of long-term debt, net of costs










44,330







44,330Repayment of long-term debt










(34,557
)






(34,557
)Issuances of common stock


32















32Net cash provided by financing activities


32







9,773







9,805Net increase (decrease) in cash and cash equivalents


2,219



(73,859
)


39,572







(32,068
)Cash and cash equivalents, beginning of period


52,837



173,607











226,444Cash and cash equivalents, end of period

$
55,056


$
99,748


$
39,572


$



$
194,376  86




---



##### 



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.
 87




---



##### 



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      
    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 financial
    statements.     88




---



##### 



Inadequate and ineffective controls over the period-end
    financial reporting close process
  The Company did not maintain effective controls over the
    accuracy and valuation of the provision for income
    taxes
    c)
    Additional
    Information Regarding the Material Weakness(es)      d)
    Remediation
    Steps Undertaken By Management    
    During 2008, we changed the controls over income tax accounting,
    which included engaging a third party accounting firm to assist
    with the preparation and analysis of our interim and annual
    income tax accounting to ensure compliance with generally
    accepted accounting principles. 89




---



##### 




    Hiring a new Chief Accounting Officer to oversee financial
    reporting as well as several new senior accounting staff members
    with relevant accounting experience, skills and knowledge to
    specifically assist with equity accounting and financial
    reporting.
    We are in process of hiring a new Chief Financial Officer with
    relevant accounting and financial experience, skills and
    knowledge to manage our accounting and financial staff and
    enhance the financial statement preparation process.
    We are in process of hiring additional resources with relevant
    accounting experience, skills and knowledge, to enhance and
    supplement the account closing and financial statement
    preparation process.
    We will continue to work with the 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.
    We will continue to foster awareness and understanding of
    standards and principles for accounting and financial reporting
    across our finance and non-finance functions. This includes
    (1) an integrated approach to monitoring financial
    performance among our finance and non-finance functions;
    (2) clarification of specific accounting policies and
    procedures; (3) effective execution of our accounting
    training program; and (4) continuous monitoring of
    compliance with policies and procedures.
    We will review and improve our revenue accounting controls.
    Specifically, we have and will effectively continue to review
    our customer contracts and amendments thereto, to determine
    revenue recognition and accounting implications. We will improve
    our compliance with the policies and procedures we designed to
    ensure revenue was recorded in the proper period, including
    reviews and approvals over initial revenue recognition,
    reconciliation and related appropriate adjustments.
    We will continue to enhance the monitoring of processes and
    controls to ensure that appropriate account reconciliations and
    journal entry controls are performed, documented and reviewed as
    part of our standard procedures, in a timely manner.
    We will continue to monitor the processes and controls to ensure
    sustainment of the improvements made to our control environment.  e)
    Changes
    in Internal Control over Financial Reporting In Our Last Fiscal
    Quarter      
    Retaining outside consultants with relevant accounting
    experience, skills and knowledge, working under our supervision
    and direction to enhance oversight and assist with the account
    closing, revenue recognition and financial statement preparation
    process until we can hire the resources described above.
    Conducting additional analyses and substantive procedures,
    including preparation of account reconciliations and making
    additional adjustments as necessary to confirm the accuracy and
    completeness of our financial reporting until we can put in
    place permanent processes and controls as described above. 90




---



##### 



91




---



##### 



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
         92




---



##### 



Internal Control  Integrated Framework
  
    93




---



##### 



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 2008 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.
 94




---



##### 



Item 14.
    Principal
    Accountant Fees and Services  Ratification of Appointment of Independent
    Auditors  Fees Paid to Independent Auditors Form 10-K.
  Item 15.
    Exhibits   95




---



##### 



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/  Steven
    R. BalthazorSteven
    R. Balthazor

Vice President, Finance and Planning 
    (Principal Financial Officer)/s/  Jeanine
    MontgomeryJeanine
    Montgomery

Vice President, Accounting & Corporate Controller 
    (Principal 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  96




---



##### 



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))10
.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)) 97




---



##### 



ExhibitNumber

Exhibit Title10
.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, 200810
.10*#

2009 Annual Performance Award Policy to 2006 Omnibus Stock and
    Performance Incentive Plan Of ORBIMAGE Holdings Inc.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 Steven R. Balthazor32
.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
    Steven R. Balthazor     *
    
    Filed herewith.#
    
    Confidential treatment requested. 98