##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
 ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF SECURITIES EXCHANGE ACT OF
    1934
  For the fiscal year ended December 31, 2007
  Commission File Number
    000-50933
 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 Blvd
    Dulles, VA(Address of principal
    executive office)

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.  Yes o þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    þ o
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





EXPLANATORY
    NOTE
  Restatement
      Increase
    (Decrease) by Periods
  Net Income


Diluted EPSAdjustment


Adjustment(In thousands, except per shareinformation)Adjustment to Net EarningsThree Months Ended September 30, 2007

$
(15,837
)

$
(0.47
)Nine Months Ended September 30, 2007

$
(15,837
)

$
(0.51
)   September 30,2007(in thousands)Adjustments to Balance SheetOther assets

$
5,779Total assets


5,779Other current liabilities


21,616Total liabilities


21,616Retained earnings


(15,837
)Total stockholders equity


(15,837
)     
    Item 7. Managements Discussion and Analysis of
    Financial Condition and Results of Operations
    Item 8. Financial Statements and Supplementary Data
    Item 9A. Controls and Procedures.




---



##### 



TABLE OF
    CONTENTS
  Item



PageItem 1


Business


2Item 1A


Risk Factors


16Item 1B


Unresolved Staff Comments


21Item 2


Properties


21Item 3


Legal Proceedings


22Item 4


Submission of Matters to a Vote of Security Holders


22Item 5


Market for the Registrants Common Equity and Related
    Stockholder Matters


22Item 6


Selected Financial Data


24Item 7


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


26Item 7A


Quantitative and Qualitative Disclosures About Market Risk


40Item 8


Financial Statements and Supplementary Data


41Item 9


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


85Item 9A


Controls and Procedures


85Item 9B


Other Information


87Item 10


Directors, Executive Officers and Corporate Governance


87Item 11


Executive Compensation


87Item 12


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


87Item 13


Certain Relationships and Related Transactions, and Director
    Independence


87Item 14


Principal Accountant Fees and Services


87Item 15


Exhibits and Financial Statement Schedules


88




---



##### 



PART I  Item 1.
    Business.  Overview
           2




---



##### 



703-480-7500.
  Available
    Information
  www.geoeye.com. Investor Relations Form 10-K, Form 10-Q, Form 8-K Investor Relations Corporate Governance (703) 480-7500.
  1-800-SEC-0330. www.sec.gov
  Company
    History
    wholly-owned
   3




---



##### 



Corporate
    Structure
       4




---



##### 



The
    NextView Program
          18-month
   5




---



##### 



Remote
    Imagery Industry
             6




---



##### 



10-minute
      Products
    and Services
    3-D
     7




---



##### 



Satellite
    and Ground System Operations
    
    Two advanced-technology low-Earth orbit, imaging satellites
    carrying sophisticated sensors that collect specific types of
    land and ocean data and another in the final testing phases that
    will be the most advanced collection satellite commercially
    available;
    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;
    satellite image processing facilities that provide advanced
    image processing products, software, engineering analysis and
    related services; and
    international regional distributor satellite receiving and
    distribution centers with direct downlinking capabilities.    IKONOS

OrbView-2

GeoEye-1Principal Applications

National Security, Mapping, Oil and Gas, Agriculture, Land Use,
    Land Planning

Weather, Fishing, Agricultural, Scientific Research

National Security, Mapping, Oil and Gas, Agriculture, Land Use,
    Land PlanningBest Ground Resolution

0.82 m Panchromatic, 3.2 m Multispectral

1 km to 4 km Multispectral

0.41 m Panchromatic, 1.65 m MultispectralScene Width

11 km

2,800 km

15.2 kmImage Area (or Swath)

121 km(2)

N.A.

225 km(2)On-Board Storage

80 Gigabytes

128 Megabytes

1 TerrabyteRevisit Time

3 Days

1 Day

3 DaysOrbital Altitude

680 km

705 km

684 km   IKONOS
  3-D
 8




---



##### 



OrbView-2
  tm
  GeoEye-1
    GeoEye-2
      OrbView-3
   9




---



##### 



back-ups.
    Ground
    Operations Centers and Image Processing Facilities
              Backlog
   10




---



##### 



Competition
             11




---



##### 



Seasonality
    Employees
      Regulation
    United
    States Regulation
  General. non-U.S. government
 12




---



##### 



DoC regulation.
      and/or and/or
    FCC regulation.
   13




---



##### 



10-year
      Export Controls and Security Clearance
    Regulation.
   14




---



##### 



Future Developments.
  International
    Regulation
    
    International Telecommunication Union (ITU)
    regulations, which 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 Intelsat and Inmarsat agreements, which require that
    operators of international satellite systems demonstrate that
    they will not cause technical harm to Intelsat and
    Inmarsat; and
    regulations of foreign countries that require satellite
    operators to secure appropriate licenses and operational
    authority to use the required spectrum in each country.  and/or and/or
  and/or
        Special
    Note Regarding Forward-Looking Statements
  Form 10-K,
 15




---



##### 



Form 10-K
  Item 1A.
    Risk
    Factors.  We
    depend on contracts with U.S. government agencies for a
    substantial portion of our revenues. These government agencies
    can terminate their contracts at any time.
    We may
    not successfully compete in the remote imaging
    industry.
       16




---



##### 



Governments
    may build and operate their own systems causing our potential
    market to shrink.
    We may
    encounter further program delays in connection with the
    construction and launch of GeoEye-1.
    We
    cannot assure you that our satellites will operate as
    designed.
  back-ups. back-up
     17




---



##### 



We
    cannot assure you that the market will accept our products and
    services.
  GeoEye-2,
    Foreign
    distributors and domestic value-added resellers may not expand
    commercial markets.
      Satellites
    have limited useful lives and are expensive to
    replace.
    Satellite

Original Design LifeOrbView-2

71/2
    years (launched in August 1997)IKONOS

7 years (launched in September 1999)GeoEye-1

7 years (anticipated launch in 2008)    18




---



##### 



Our
    NextView imagery purchasing contract is a firm fixed-price
    contract which could subject us to losses in the event that we
    have cost overruns.
    Our
    international business exposes us to risks relating to increased
    regulation and political or economic instability in foreign
    markets.
    
    changes in domestic and foreign governmental regulations and
    licensing requirements
    deterioration of relations between the United States and a
    particular foreign country
    increases in tariffs and taxes and other trade barriers
    changes in political and economic stability, including
    fluctuations in the value of foreign currencies, which may make
    payment in U.S. dollars, as provided for under our existing
    contracts, more expensive for foreign customers
    difficulties in obtaining or enforcing judgments in foreign
    jurisdictions.    Limited
    insurance coverage and availability may prevent us from
    obtaining insurance to cover all risks of loss.
   19




---



##### 



Failure
    to obtain or maintain regulatory approvals could result in
    service interruptions or could impede us from executing our
    business plan.
  FCC Approvals.
    Other Domestic Approvals.
   20




---



##### 



International Registration and Approvals.
  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 facilities and principal
    executive offices

Imagery; Production and Other ServicesThornton, CO


57,352


Own

Satellite operations, production facilities and administrative
    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


Lease

Ground station terminal

ImageryFairmont, WV


600


Own

Ground station terminal

ImageryFairbanks, AK


5,041


Lease

Ground station terminal

ImageryPoint Barrow, AK


620


Lease

Ground station terminal

Imagery  21




---



##### 



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 and Related Stockholder
    Matters.    Market Prices (Low High)


Market Prices (Low High)Quarter

2007


2006First

$
15.89  $19.98


N/ASecond

$
17.50  $24.37


N/AThird

$
17.00  $25.99


$14.93  $16.10Fourth

$
24.50  $36.44


$15.51  $22.00Year

$
15.89  $36.44


$14.93  $22.00      22




---



##### 



Stock
    Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
    AMONG GEOEYE, INC.,
    NASDAQ MARKET INDEX AND A PEER GROUP
  
 ASSUMES $100 INVESTED ON JAN. 13,
    2004
 ASSUMES DIVIDEND REINVESTED
 FISCAL YEAR ENDING DEC. 31, 2007
  1/13/04


12/31/04


12/31/05


12/31/06


12/31/07GeoEye, Inc.



100.00




91.36




54.07




95.56




166.17Peer Group Index



100.00




106.93




107.85




123.75




108.51NASDAQ Market Index



100.00




108.41




110.79




122.16




134.29   Form 10-K,
 23




---



##### 



Item 6.
    Selected
    Financial Data.    90-7, (SOP 90-7) Form 10-K,
    24




---



##### 



PredecessorSuccessor Company


CompanyYears Ended December 31,2007


2006


2005


2004


2003(In thousands)Statement of Operations Data:Revenues

$
183,764


$
151,168


$
40,702


$
31,020


$
9,219Direct expenses


76,645



82,837



38,116



33,754



10,697Gross profit (loss)


107,119



68,331



2,586



(2,734
)


(1,478
)Selling, general and administrative expenses


29,794



25,103



12,341



11,746



4,744Asset losses and impairment charges


















18,205Earnings (loss) from operations


77,325



43,228



(9,755
)


(14,480
)


(24,427
)Net gain on satellite insurance proceeds


(3,010
)














Interest expense, net(1)


7,276



21,744



14,083



10,259



1,303Unrealized loss (gain) on derivative instrument


3,078



(2,636
)


(2,341
)






Loss from early extinguishment of debt










2,758







Reorganization items, net(2)


















110,019Earnings (loss) before provision for income taxes


69,981



24,120



(24,255
)


(24,739
)


84,289Provision for income taxes


27,587



714











Net earnings (loss)


42,394



23,406



(24,255
)


(24,739
)


84,289Earnings (loss) per diluted share


2.14



1.28



(1.50
)


(3.80
)


1.73Other Data:Cash flows from operating activities


54,200



102,230



125,531



27,500



(2,987
)Cash flows from investing activities


(13,453
)


(138,855
)


(179,598
)


(3,530
)


(9,118
)Cash flows from financing activities


(6,107
)


9,805



220,006



22,190



20,217Capital expenditures


43,426



110,155



171,757



3,530



21,402Depreciation and amortization expense


12,972



28,347



23,191



21,923



3,356Interest paid in kind(3)














11,903



1,403   Successor CompanyDecember 31,2007


2006


2005


2004


2003(In thousands)Balance sheet data:Cash and cash equivalents

$
234,324


$
199,684


$
226,504


$
60,565


$
14,405Total assets


789,954



691,817



570,266



249,146



153,319Current liabilities


132,383



95,780



54,745



53,749



5,394Long-term obligations


246,788



246,075



245,361



85,018



73,115Deferred revenue  NextView program(4)


193,860



184,481



129,625



24,491



Stockholders equity


216,923



163,118



136,897



85,888



74,810     (1)
    
    Excludes contractual interest of $26,156 in 2003 25




---



##### 



(2)
    
    Reorganization items include the following components:  Predecessor CompanyYear EndedDecember 31, 2003Reorganization items:Gain on debt discharge

$
116,056Write off of unamortized debt issuance costs


Professional fees


(6,067
)Interest earned on accumulated cash and cash equivalents during
    Chapter 11 proceedings


30Total reorganization items

$
110,019     (3)
    
    Interest expense paid in kind in 2004 consisted of interest on
    the ORBIMAGE Senior Notes and the ORBIMAGE Senior Subordinated
    Notes, all of which was paid in kind from the date of issuance
    until December 31, 2004. Interest expense paid in kind in
    2003 consisted of interest on debt incurred for the purchase of
    insurance coverage for the OrbView-3 satellite.(4)
    
    Represents cost share amounts received by NGA, which are
    deferred until GeoEye-1 is placed into service and will then be
    recognized as revenue on a straight-line basis over the imagery
    delivery term of the program.  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 Selected Historical Consolidated
    Financial and Operating Data, and our audited and
    unaudited consolidated financial statements and notes thereto
    appearing elsewhere in this Report.
  Restatement
    of Financial Statements
    Form 10-K
 26




---



##### 



Overview
        NextView Program.
     27




---



##### 



GeoEye-2 Satellite.
  Business Combinations and Investments.
   28




---



##### 



asset-mapping
    Organization Structure.
        Industry
    and Business Considerations
   29




---



##### 



non-U.S. government
  and/or
     30




---



##### 



Critical
    Accounting Policies
    Revenue Recognition and Contract
    Accounting.
     31




---



##### 



Receivables.
  Long-Lived Assets.
    Goodwill.
  Income Taxes.
 32




---



##### 



Results
    of Operations
  Revenues.
    Direct Expenses.
      Selling, General and Administrative
    Expenses.
 33




---



##### 



Net Gain on Satellite Insurance Proceeds.
      Interest Expense, net.
      Loss from Early Extinguishment of Debt.
 34




---



##### 



Unrealized Gain on Derivative Instrument.
  Provision for Income Taxes.
    Backlog.
  Quarterly Analysis.
 35




---



##### 



Liquidity
    and Cash Flows
            out-of-pocket
   36




---



##### 



Form S-3,
       37




---



##### 



Capital
    Structure and Resources
    Payments Due by PeriodLess Than








AfterTotal


1 Year


1-3 Years


4-5 Years


5 Years(In thousands)Long-term debt

$
412,188


$
35,313


$
108,750


$
268,125



Operating lease commitments


7,177



1,963



4,675



539



Total contractual cash obligations(1)

$
419,365



37,276



113,425


$
268,664



     (1)
    
    Includes interest expense associated with the Companys
    long-term debt instrument.     38




---



##### 



Recent
    Accounting Pronouncements
  No. FAS 157-2,
  contract-by-contract
     39




---



##### 



Item 7A.
    Quantitative
    and Qualitative Disclosure of Market Risk   40




---



##### 



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


42Report of Independent Registered Public Accounting Firm


43Consolidated Statements of Operations  Years Ended
    December 31, 2007, 2006 and 2005


44Consolidated Balance Sheets  December 31, 2007
    and 2006


45Consolidated Statements of Cash Flows  Years Ended
    December 31, 2007, 2006 and 2005


46Consolidated Statements of Stockholders Equity 
    Years Ended December 31, 2007, 2006 and 2005


47Notes to Consolidated Financial Statements


48  41




---



##### 



Report of
    Independent Registered Public Accounting Firm      Internal Control 
    Integrated Framework
               
    42




---



##### 



Report of
    Independent Registered Public Accounting Firm          ,
    Internal Control  Integrated Framework
  
    43




---



##### 



GEOEYE,
    INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Years Ended December 31,2007


2006


2005(In thousands, except share data)Revenues

$
183,764


$
151,168


$
40,702Direct expenses


76,645



82,837



38,116Gross profit


107,119



68,331



2,586Selling, general and administrative expenses


29,794



25,103



12,341Earnings (loss) from operations


77,325



43,228



(9,755
)Net gain on satellite insurance proceeds


(3,010
)






Interest expense, net


7,276



21,744



14,083Loss from early extinguishment of debt










2,758Unrealized loss (gain) on derivative instrument


3,078



(2,636
)


(2,341
)Earnings (loss) before provision for income taxes


69,981



24,120



(24,255
)Provision for income taxes


27,587



714



Net earnings (loss)

$
42,394


$
23,406


$
(24,255
)Earnings (loss) per common share  basic

$
2.41


$
1.34


$
(1.50
)Earnings (loss) per common share  diluted

$
2.14


$
1.28


$
(1.50
)    44




---



##### 



GEOEYE,
    INC.



CONSOLIDATED
    BALANCE SHEETS  December 31,2007


2006(In thousands, exceptshare data)ASSETSCurrent assets:Cash and cash equivalents

$
234,324


$
199,684Receivables net of allowances of $738 and $610, respectively


44,517



21,208Other current assets


6,419



7,285Total current assets


285,260



228,177Property, plant and equipment, less accumulated depreciation of
    $11,817 and $12,772, respectively


88,418



67,389Satellites and related rights, less accumulated depreciation and
    amortization of $10,311 and $60,342, respectively


346,267



328,677Goodwill


32,612



28,490Intangible assets


17,068



18,394Other assets


20,329



20,690Total assets

$
789,954


$
691,817LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
20,665


$
20,768Amounts payable to subcontractors


55,967



32,721Accrued interest payable


17,292



17,358Current portion of long term debt






15,146Current portion of deferred revenue


9,499



7,798Other current liabilities


28,960



1,989Total current liabilities


132,383



95,780Long-term debt


246,788



246,075Deferred revenue, net of current portion


193,860



184,481Other noncurrent liabilities






2,363Total liabilities


573,031



528,699Commitments and ContingenciesStockholders equity:Common stock, par value $0.01; 50,000,000 shares
    authorized; 17,868,153 shares and 17,475,234 shares
    issued and outstanding at December 31, 2007 and 2006,
    respectively


179



175Additional
    paid-in-capital


199,938



188,531Retained earnings (accumulated deficit)


16,806



(25,588
)Total stockholders equity


216,923



163,118Total liabilities and stockholders equity

$
789,954


$
691,817    45




---



##### 



GEOEYE
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(In thousands)Cash flows from operating activities:Net earnings (loss)

$
42,394


$
23,406


$
(24,255
)Adjustments to reconcile net earnings (loss) to net cash
    provided by operating activities:Depreciation and amortization


12,972



28,347



23,191Amortization of debt discount and issuance costs


3,862



9,606



1,892Amortization of intangible assets


3,525



3,652



298Net gain on satellite insurance proceeds


(3,010
)






Loss on disposal of fixed assets


55







Unrealized loss (gain) on derivative instrument


3,078



(2,636
)


(2,341
)Loss on early extinguishment of debt










2,758Deferred income taxes


(3,386
)






Stock compensation


2,075



1,169



1,424Changes in assets and liabilities, net of effect of acquisitions:Receivables and other current assets


(22,346
)


(2,142
)


4,802Other assets


(167
)


987



1,044Accounts payable and accrued expenses


(24,154
)


(18,501
)


13,222Current liabilities


29,923



(5,419
)


Noncurrent liabilities






4,854



Deferred revenue


9,379



58,907



103,496Net cash provided by operating activities


54,200



102,230



125,531Cash flows from investing activities:Capital expenditures


(43,426
)


(110,155
)


(171,757
)Satellite insurance proceeds


40,000







Payments for business acquisitions, net of cash acquired


(10,027
)


(28,700
)


(7,841
)Net cash used in investing activities


(13,453
)


(138,855
)


(179,598
)Cash flows from financing activities:Issuance of long-term debt






50,000



245,000Repayment of long term debt


(15,443
)


(34,557
)


(85,018
)Costs associated with long-term debt issuance and repayment






(5,670
)


(13,816
)Issuances of common stock


9,336



32



73,840Net cash (used in) provided by financing activities


(6,107
)


9,805



220,006Net increase (decrease) in cash and cash equivalents


34,640



(26,820
)


165,939Cash and cash equivalents, beginning of year


199,684



226,504



60,565Cash and cash equivalents, end of year

$
234,324


$
199,684


$
226,504Supplemental cash flow information:Interest paid

$
34,589


$
39,195


$
4,295Income taxes paid


3,133







Non-cash items:Capital expenditures

$
(55,967
)

$
(32,721
)

$
(34,625
)Amounts payable to subcontractors


55,967



32,721



29,984    46




---



##### 



GEOEYE
    INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Additional








TotalCommon Stock


Paid-In


Unearned


Retained


StockholdersShares


Amount


Capital


Compensation


Earnings


Equity(In thousands except share data)Balance as of December 31, 2004


9,917,078


$
99


$
112,373


$
(1,845
)

$
(24,739
)

$
85,888Net loss


















(24,255
)


(24,255
)Warrants exercised


4,250,206



43



42,459











42,502Issuances of common stock


3,275,234



33



31,305











31,338Compensation attributable to vesting of restricted stock














1,424







1,424Balance as of December 31, 2005


17,442,518



175



186,137



(421
)


(48,994
)


136,897Net earnings


















23,406



23,406Issuance of warrants in connection with debt issuance










1,614











1,614Issuances of common stock


32,716







32











32Amounts attributable to stock-based compensation










748



421







1,169Balance as of December 31, 2006


17,475,234



175



188,531







(25,588
)


163,118Net earnings


















42,394



42,394Warrants exercised


275,958



3



7,713











7,716Issuances of common stock


116,961



1



1,619











1,620Amounts attributable to stock-based compensation










2,075











2,075Balance as of December 31, 2007


17,868,153


$
179


$
199,938


$



$
16,806


$
216,923    47




---



##### 



GEOEYE,
    INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS December 31,
    2007
  (1)
    Business
    Operations           48




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (2)
    Restatement      Increase
    (Decrease) by Periods (amounts in thousands except per
    share)
  Consolidated
    Balance Sheet
  As PreviouslyReported


Adjustments


As AdjustedSeptember 30, 2007Other assets

$
18,522


$
5,779


$
24,301Total assets


746,559



5,779



752,338Other current liabilities


1,039



21,616



22,655Total liabilities


529,961



21,616



551,577Retained earnings


26,354



(15,837
)


10,517Total stockholders equity


216,598



(15,837
)


200,761  49




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidated
    Statement of Operations
  As PreviouslyReported


Adjustments


As AdjustedThree Months Ended September 30, 2007Provision for income taxes

$
683


$
15,837


$
16,520Net earnings


58,742



(15,837
)


42,905Earnings per common share  basic

$
3.34


$
(0.90
)

$
2.44Earnings per common share  diluted

$
2.67


$
(0.47
)

$
2.20   As PreviouslyReported


Adjustments


As AdjustedNine Months Ended September 30, 2007Provision for income taxes

$
2,111


$
15,837


$
17,948Net earnings


51,942



(15,837
)


36,105Earnings per common share  basic

$
2.96


$
(0.90
)

$
2.06Earnings per common share  diluted

$
2.38


$
(0.51
)

$
1.87   (3)
    Significant
    Accounting Policies  Basis
    of Presentation
    Use of
    Estimates
    Revenue
    Recognition
  take-or-pay
  units-of-delivery
 50




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Stock-Based
    Compensation
         51




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2005Net loss:Net loss available to common stockholders

$
(24,255
)Fair value-based compensation cost, net of taxes


(396
)Pro forma net loss available to common stockholders

$
(24,651
)Loss per common share  basicAs reported

$
(1.50
)Pro forma

$
(1.52
)Loss per common share  dilutedAs reported

$
(1.50
)Pro forma

$
(1.52
)       Expected Dividend Yield.
  Expected Volatility.
  Risk-free Interest Rate.
  Expected Term.
 52




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007

2006Volatility

50.48% - 52.39%

55.94% - 63.87%Dividend yield

0.0%

0.0%Risk-free interest rate

4.60% - 4.66%

4.30% - 4.70%Expected average life

5.25 years - 6.25 years

5.50 years - 6.25 yearsExercise price per option

$18.00 - $20.24

$10.00 - $16.82   Business
    Combinations
    Cash
    and Cash Equivalents
    Concentrations
    of Credit Risk
    Inventory
    Recovery
    of Long-Lived Assets
    Goodwill
    and Intangible Assets
  Business Combinations
 53




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill and Other Intangible
    Assets
    Income
    Taxes
      Derivative
    Instruments and Hedging Activities
    Satellites
    and Related Rights and Property, Plant and
    Equipment
      Ground system assets

8 yearsFurniture and equipment

3 to 7 yearsOrbview-2

71/2
    yearsIKONOS

21/2 yearsLeasehold improvements

Shorter of estimated useful life or lease term  54




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
  No. FAS 157-2,
  contract-by-contract
      (4)
    NextView
    Program   55




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    30-day 30-day
        (5)
    Acquisitions
    and Investments  MJ
    Harden Acquisition
   56




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Space
    Imaging Acquisition
       57




---



##### 



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

$
48,986Direct acquisition costs


2,497Total purchase price

$
51,483Allocation of purchase price:Cash and cash equivalents

$
14,942Receivables


11,808Other current assets


3,275Property, plant and equipment


17,891Purchased intangible assets


19,657Other assets


2,111Total assets acquired


69,684Total liabilities assumed


(18,201
)Total purchase price

$
51,483     Amount


LifeContracts/customer relationships

$
17,591



9 yearsTrade name


1,208



5 yearsPatents and other


858



5 yearsTotal

$
19,657



8.6 years     2006


2005Revenues

$
154,459


$
165,313Operating income


45,045



10,561Net earnings (loss)


24,219



(23,054
)Earnings per common share -Basic

$
1.39


$
(1.33
)Diluted

$
1.12


$
(1.33
)   Investments
   58




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (6)
    Comprehensive
    Income (Loss)    (7)
    Earnings
    (Loss) Per Share    Form 10-K
    For The Years Ended December 31,2007


2006(a)


2005Numerator for basic and diluted earnings (loss) per common
    share:Net earnings (loss) available to common stockholders

$
42,394


$
23,406


$
(24,255
)Denominator for basic and diluted earnings (loss) per common
    share:Average number of common shares outstanding for basic
    computations


17,585,307



17,416,490



16,213,446Dilutive effect of warrants, stock options, restricted stock
    units and director share units


2,165,416



805,518



(b
)Average number of common shares outstanding for diluted
    computations


19,750,723



18,222,008



16,213,446Earnings (loss) per common share  basic

$
2.41


$
1.34


$
(1.50
)Earnings (loss) per common share  diluted:

$
2.14


$
1.08


$
(1.50
)Adjustments






0.20



As revised

$
2.14


$
1.28


$
(1.50
)  59




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31, 2006(a)  Denominator for diluted earnings per common
    share, as originally reportedAverage number of common shares outstanding for basic
    computations


17,416,490Dilutive effect of warrants, stock options, restricted stock
    units and director share units, as originally reported


4,159,421Average number of common shares outstanding for diluted
    computations, as originally reported


21,575,911Earnings per common share  diluted, as originally
    reported

$
1.08Earnings per common share  diluted, as revised

$
1.28   (b)
    
    All warrants, restricted stock and stock options of the Company
    were dilutive for the year ended December 31, 2005 because
    the Company incurred a net loss. There were 274,430 antidilutive
    securities at December 31, 2005.  (8)
    Property,
    Plant and Equipment    2007


2006Land and buildings

$
6,076


$
6,016Ground system assets


75,928



66,113Furniture and equipment


16,310



6,492Leasehold improvements


1,921



1,540Accumulated depreciation and amortization


(11,817
)


(12,772
)Total

$
88,418


$
67,389     (9)
    Satellites
    and Related Rights    2007


2006IKONOS satellite

$
9,166


$
9,166OrbView-2 (operated pursuant to License)


3,054



3,054OrbView-3 satellite






93,958Accumulated depreciation and amortization


(10,311
)


(60,342
)Subtotal


1,909



45,836Satellites in process


344,358



282,841Total

$
346,267


$
328,677    60




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (10)
    Goodwill  :
  Production and



ConsolidatedImagery


Other Services



TotalBalance, December 31, 2005

$
28,490


$




$
28,490Acquired during the year











Balance, December 31, 2006

$
28,490


$




$
28,490Acquired during the year






4,122




4,122Balance, December 31, 2007

$
28,490


$
4,122



$
32,612  61




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (11)
    Intangible
    Assets    WeightedGross





Net


AverageCarrying


Accumulated


Carrying


RemainingAmount


Amortization


Value


Life2007Contracts/customer relationships

$
18,971


$
(3,965
)

$
15,007



8.1 yearsTrade name


2,028



(585
)


1,443



4.6 yearsPatents and other


1,458



(839
)


618



3.5 yearsTotal intangible assets

$
22,457


$
(5,389
)

$
17,068



7.6 years2006Contracts/customer relationships

$
17,591


$
(1,814
)

$
15,777



8.5 yearsCapitalized archive costs


2,003



(1,263
)


740



0.6 yearsTrade name


1,208



(224
)


984



4.5 yearsPatents and other


1,459



(566
)


893



3.3 yearsTotal intangible assets

$
22,261


$
(3,867
)

$
18,394



7.7 years     2008

$
2,6572009


2,5732010


2,5662011


2,1772012


2,165Thereafter


4,930$
17,068  62




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (12)
    Income
    Taxes    2007


2006


2005Current provision:U.S. Federal

$
27,070


$
535


$
State


3,903



469



Total current provision


30,973



1,004



Deferred provision:U.S. Federal


(2,863
)


(311
)


State


(523
)


21



Total deferred provision


(3,386
)


(290
)


Total provision for income taxes

$
27,587


$
714


$
     2007


2006


2005U.S. Federal tax at statutory rate

$
24,493


$
8,442


$
(8,247
)State income taxes, net


6,289



1,243



(1,059
)Adjustment of deferred tax liabilities










8,219Valuation allowance


(3,905
)


(8,179
)


1,399Other


710



(792
)


(312
)Total provision for income taxes

$
27,587


$
714


$
     2007


2006Deferred tax assets related to:Net operating loss carryforward

$



$
3,312Other


4,731



3,313Deferred tax assets


4,731



6,625Deferred tax liabilities related to:Property, plant and equipment






(4,182
)Amortization


(325
)


(246
)Other


(729
)


(1,907
)Deferred tax liabilities


(1,054
)


(6,335
)Net deferred tax assets

$
3,677


$
290  63




---



##### 



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




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (13)
    Debt    2007


2006Senior Secured Floating Rate Notes

$
250,000


$
250,000Less: unamortized debt discount


(3,212
)


(3,925
)246,788



246,075OISIO Credit Agreement






15,443Less: unamortized debt discount






(297
)



15,146Total debt


246,788



261,221Less: current portion






(15,146
)Total long-term debt

$
246,788


$
246,075          65




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           66




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14)
    Leases    2008

$
1,9632009


1,7782010


1,6912011


1,2062012


540Thereafter


$
7,178   (15)
    Employee
    Benefit Plan      (16)
    Capital
    Stock     67




---



##### 



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


2006


2005Weighted





Weighted





WeightedNumber


Average


Number


Average


Number


Averageof


Exercise


of


Exercise


of


ExerciseWarrants


Price


Warrants


Price


Warrants


PriceOutstanding  beginning of year


4,076,637


$
12.04



3,577,147


$
11.62



4,568,947


$
11.27Granted






0.00



500,000



15.00



3,258,406



10.00Exercised


(275,958
)


28.22



(510
)


10.00



(4,250,206
)


10.00Canceled or Forfeited


(46,786
)


28.22















Outstanding and exercisable  end of year


3,753,893


$
10.67



4,076,637


$
12.04



3,577,147


$
11.62       (17)
    Stock
    Incentive Plans    Stock
    Options
  10-year
 68




---



##### 



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


2006


2007WeightedWeighted





Weighted


2007


AverageAverage





Average


Aggregate


RemainingNumber of


Exercise


Number of


Exercise


Intrinsic


ContractualShares


Price


Shares


Price


Value


Term (Years)Outstanding at December 31, 2006


461,485


$
9.84



295,338


$
7.36Granted


221,734



18.03



193,000



13.16Exercised


(55,740
)


8.07



(5,016
)


6.50Forfeited/Cancelled


(75,716
)


13.85



(21,837
)


6.50Outstanding at December 31, 2007


551,763



12.72



461,485



9.84


$
11,548



7.9Exercisable at December 31, 2007


236,091


$
8.95



199,976


$
8.21


$
5,832



7.7     Restricted
    Stock
        Weighted-AverageGrant-DateNonvested Restricted Stock

No. of Shares


Fair ValueNonvested at January 1, 2007


38,300


$
13.84Granted


62,427



18.00Forfeited


4,138



11.86Vested


30,333



15.71Nonvested at December 31, 2007


66,256


$
16.75    69




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Share Units
    Weighted-AverageGrant-DateNonvested Restricted Stock Units

No. of Shares


Fair ValueNonvested at January 1, 2007





$
Granted


68,546



18.00Forfeited


3,243



18.00Vested






Nonvested at December 31, 2007


65,303


$
18.00      70




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (18)
    Information
    on Industry Segments and Major Customers    Years Ended December 31,2007


2006


2005RevenuesImagery

$
147,448


$
118,981


$
23,263Production and Other Services


36,316



32,187



17,439Total revenues

$
183,764


$
151,168


$
40,702Operating profit (loss)Imagery

$
65,137


$
26,948


$
(18,834
)Production and Other Services


12,188



16,280



9,079Total operating profit (loss)

$
77,325


$
43,228


$
(9,755
)Depreciation and amortizationImagery

$
12,249


$
27,806


$
22,879Production and Other Services


723



541



312Total depreciation and amortization

$
12,972


$
28,347


$
23,191Amortization of intangible assetsImagery

$
3,525


$
3,652


$
90Production and Other Services










208Total amortization of intangible assets

$
3,525


$
3,652


$
298Capital ExpendituresImagery

$
40,394


$
103,572


$
163,132Production and Other Services


3,032



6,583



8,625Total capital expenditures

$
43,426


$
110,155


$
171,757Identifiable assetsImagery

$
514,944


$
444,638


$
299,677Production and Other Services


20,357



23,963



13,971Total segment assets


535,301



468,601



313,648Corporate


254,653



223,216



256,618Total identifiable assets

$
789,954


$
691,817


$
570,266     2007


2006


2005Domestic

$
117,985


$
80,996


$
25,392Foreign


65,779



70,172



15,310Total

$
183,764


$
151,168


$
40,702  71




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (19)
    Summary
    of Quarterly Information (Unaudited)  Form 10-Q
    CONSOLIDATED
    STATEMENTS OF OPERATIONS (unaudited)
    (amounts in thousands)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2007As





AsPreviously


As


Previously


AsReported


Restated


Reported


RestatedRevenues

$
53,750


$
53,750


$
138,800


$
138,800Direct expenses


20,799



20,799



55,071



55,071Gross profit


32,951



32,951



83,729



83,729Selling, general and administrative expenses


8,863



8,863



22,841



22,841Earnings from operations


24,088



24,088



60,888



60,888Net gain on satellite insurance proceeds


(39,063
)


(39,063
)


(3,010
)


(3,010
)Interest expense (income), net


1,628



1,628



6,748



6,748Unrealized loss on derivative instrument


2,098



2,098



3,097



3,097Earnings before provision for income taxes


59,425



59,425



54,053



54,053Provision for income taxes


683



16,520



2,111



17,948Net income (loss)

$
58,742


$
42,905


$
51,942


$
36,105Earnings (loss) per common share  basic

$
3.34


$
2.44


$
2.96


$
2.06Earnings (loss) per common share  diluted

$
2.67


$
2.20


$
2.38


$
1.87  72




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATED
    BALANCE SHEETS (unaudited)
    (amounts in thousands)
  September 30,2007AsPreviously


AsReported


RestatedASSETSCurrent assets:Cash and cash equivalents

$
229,299


$
229,299Receivables net of allowances of $742


37,848



37,848Other current assets


6,907



6,907Total current assets


274,054



274,054Property, plant and equipment, less accumulated depreciation of
    $10,603


81,505



81,505Satellites and related rights, less accumulated depreciation and
    amortization of $9,357


322,113



322,113Goodwill


32,612



32,612Intangible assets


17,753



17,753Other assets


18,522



24,301Total assets

$
746,559


$
752,338LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
23,335


$
23,335Amounts payable to subcontractors


48,888



48,888Accrued interest payable


8,698



8,698Current portion of long term debt






Current portion of deferred revenue


13,585



13,585Other current liabilities


1,039



22,655Total current liabilities


95,545



117,161Long-term debt


246,610



246,610Deferred revenue, net of current portion


187,281



187,281Other noncurrent liabilities


525



525Total liabilities


529,961



551,577Stockholders equity:Common stock, par value $0.01; 50,000,000 shares
    authorized; 17,593,178 shares issued and outstanding at
    September 30, 2007


176



176Additional
    paid-in-capital


190,068



190,068Retained earnings


26,354



10,517Total stockholders equity


216,598



200,761Total liabilities and stockholders equity

$
746,559


$
752,338  73




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS (unaudited)
    (amounts in thousands)
  Nine Months EndedSeptember 30,2007AsPreviously


AsReported


RestatedCash flows from operating activities:Net earnings

$
51,942


$
36,105Adjustments to reconcile net earnings to net cash provided by
    operating activities:Depreciation and amortization


14,044



14,044Amortization of debt discount and issuance costs


2,945



2,945Net gain on satellite insurance proceeds


(3,010
)


(3,010
)Loss on disposal of fixed assets


55



55Unrealized loss on derivative instrument


3,097



3,097Stock compensation


1,703



1,703Changes in assets and liabilities, net of effect of acquisitions:Receivables and other current assets


(16,166
)


(16,166
)Other assets


(731
)


(6,510
)Accounts payable and accrued expenses


(23,744
)


(23,744
)Current liabilities






21,616Deferred revenue


8,544



8,544Net cash provided by operating activities


38,679



38,679Cash flows from investing activities:Capital expenditures


(23,954
)


(23,954
)Satellite insurance proceeds


40,000



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


(10,027
)


(10,027
)Net cash provided by investing activities


6,019



6,019Cash flows from financing activities:Issuance of long-term debt






Repayment of long term debt


(15,443
)


(15,443
)Costs associated with long-term debt issuance and repayment






Issuances of common stock


360



360Net cash used in financing activities


(15,083
)


(15,083
)Net increase in cash and cash equivalents


29,615



29,615Cash and cash equivalents, beginning of year


199,684



199,684Cash and cash equivalents, end of year

$
229,299


$
229,299Supplemental cash flow information:Interest paid

$
34,589


$
34,589Non-cash items:Capital expenditures

$
(48,888
)

$
(48,888
)Amounts payable to subcontractors


48,888



48,888  74




---



##### 



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


Second


Third


Fourth(In thousands, except share data)Revenues

$
36,796


$
48,254


$
53,750


$
44,964Gross profit


17,686



33,092



32,951



23,390Net earnings (loss):As previously reported


(30,224
)


23,424



58,742Adjustments:Provision for income taxes










(15,837
)As revised


(30,224
)


23,424



42,905



6,289Earnings (loss) per diluted share:As previously reported

$
(1.73
)

$
1.07


$
2.67Adjustments:Provision for income taxes










(0.82
)Treasury stock method adjustments






0.15



0.35As revised

$
(1.73
)

$
1.22


$
2.20


$
0.31   2006 QuartersFirst


Second


Third


Fourth(In thousands, except share data)Revenues

$
30,257


$
35,143


$
43,531


$
42,237Gross profit


9,828



14,957



23,313



20,233Net earnings


552



6,234



10,367



6,253Earnings per diluted share:As previously reported

$
0.03


$
0.29


$
0.48


$
0.28Adjustments:Treasury stock method adjustments






0.05



0.09



0.05As revised

$
0.03


$
0.34


$
0.57


$
0.33   (20)
    Financial
    Information of Guarantor Subsidiary   75




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Rule 3-10 Regulation S-X.
 76




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Operations
    Year Ended December 31, 2007
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
96,025


$
146,370


$
(58,631
)

$
183,764Direct expenses






79,458



55,818



(58,631
)


76,645Gross profit






16,567



90,552







107,119Selling, general and administrative expenses


56



5,228



24,510







29,794Earnings from operations


(56
)


11,339



66,042







77,325Net gain on satellite insurance proceeds






(3,010
)










(3,010
)Interest expense (income), net


12,127



(5,874
)


1,023







7,276Unrealized loss on derivative instrument


3,078















3,078Equity in earnings of subsidiaries


(84,950
)










84,950



Earnings (loss) before provision (benefit) for income taxes


69,689



20,223



65,019



(84,950
)


69,981Provision (benefit) for income taxes


(4,315
)


10,283



21,619







27,587Net earnings income (loss)

$
74,004


$
9,940


$
43,400


$
(84,950
)

$
42,394  77




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Operations
    Year Ended December 31, 2006
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
40,728


$
110,781


$
(341
)

$
151,168Direct expenses






38,143



45,035



(341
)


82,837Gross profit






2,585



65,746







68,331Selling, general and administrative expenses






13,387



11,716







25,103Earnings (loss) from operations






(10,802
)


54,030







43,228Interest expense (income), net


17,818



(6,027
)


9,953







21,744Unrealized gain on derivative instrument


(2,636
)














(2,636
)Equity in earnings of subsidiaries


(39,095
)










39,095



Earnings (loss) before provision for income taxes


23,913



(4,775
)


44,077



(39,095
)


24,120Provision for income taxes


507







207







714Net earnings (loss)

$
23,406


$
(4,775
)

$
43,870


$
(39,095
)

$
23,406  78




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Operations
    Year Ended December 31, 2005
    (in thousands)
  UnconsolidatedGuarantor


Non-GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
40,702


$



$



$
40,702Direct expenses






38,116











38,116Gross profit






2,586











2,586Selling, general and administrative expenses


4



12,337











12,341Loss from operations


(4
)


(9,751
)










(9,755
)Interest expense, net


12,880



1,203











14,083Loss from early extinguishment of debt






2,758











2,758Unrealized gain on derivative instrument


(2,341
)














(2,341
)Equity in earnings of subsidiaries


(13,712
)










13,712



Earnings (loss) before provision for income taxes


(24,255
)


(13,712
)






13,712



(24,255
)Benefit for income taxes


















Net earnings (loss)

$
(24,255
)

$
(13,712
)

$



$
13,712


$
(24,255
)  79




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Balance Sheet
    December 31, 2007
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


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

$
38,645


$
116,821


$
78,858


$



$
234,324Receivables, net






33,007



11,510







44,517Amounts due from related parties


95,351











(95,351
)


Other current assets


3



7,784



3,836



(5,204
)


6,419Total current assets


133,999



157,612



94,204



(100,555
)


285,260Property, plant and equipment, net






73,804



14,614







88,418Satellites and related rights, net






344,359



1,908







346,267Investment in subsidiaries


357,712











(357,712
)


Goodwill






28,490



4,122







32,612Intangible assets






91



16,977







17,068Other assets


18,252



77



2,000







20,329Total assets

$
509,963


$
604,433


$
133,825


$
(458,267
)

$
789,954LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$



$
11,598


$
14,271


$
(5,204
)

$
20,665Amounts payable to related parties






78,119



17,232



(95,351
)


Amounts payable to subcontractors






55,967











55,967Accrued interest payable


17,292















17,292Current portion of deferred revenue






2,474



7,025







9,499Other current liabilities


28,960















28,960Total current liabilities


46,252



148,158



38,528



(100,555
)


132,383Long-term debt


246,788















246,788Deferred revenue, net of current portion






193,860











193,860Other noncurrent liabilities


















Total liabilities


293,040



342,018



38,528



(100,555
)


573,031Stockholders equity


216,923



262,415



95,297



(357,712
)


216,923Total liabilities and stockholders equity

$
509,963


$
604,433


$
133,825


$
(458,267
)

$
789,954  80




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Balance Sheet
    December 31, 2006
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


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

$
55,056


$
105,056


$
39,572


$



$
199,684Receivables, net






8,351



12,857







21,208Amounts due from related parties


55,107











(55,107
)


Other current assets


3



1,192



6,090







7,285Total current assets


110,166



114,599



58,519



(55,107
)


228,177Property, plant and equipment, net






58,025



9,364







67,389Satellites and related rights, net






322,952



5,725







328,677Investment in subsidiaries


296,345











(296,345
)


Goodwill






28,490











28,490Intangible assets






178



18,216







18,394Other assets


20,481



209











20,690Total assets

$
426,992


$
524,453


$
91,824


$
(351,452
)

$
691,817LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$



$
11,692


$
9,076


$



$
20,768Amounts payable to related parties






39,153



15,954



(55,107
)


Amounts payable to subcontractors






32,721











32,721Accrued interest payable


17,292







66







17,358Current portion of long-term debt










15,146







15,146Current portion of deferred revenue






293



7,505







7,798Other current liabilities


507



1,275



207







1,989Total current liabilities


17,799



85,134



47,954



(55,107
)


95,780Long-term debt


246,075















246,075Deferred revenue, net of current portion






184,481











184,481Other noncurrent liabilities






2,363











2,363Total liabilities


263,874



271,978



47,954



(55,107
)


528,699Stockholders equity


163,118



252,475



43,870



(296,345
)


163,118Total liabilities and stockholders equity

$
426,992


$
524,453


$
91,824


$
(351,452
)

$
691,817  81




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Cash Flows
    Year Ended December 31, 2007
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


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

$
(25,747
)

$
7,839


$
72,108


$



$
54,200Cash flows from investing activities:Capital expenditures






(36,074
)


(7,352
)






(43,426
)Satellite insurance proceeds






40,000











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










(10,027
)






(10,027
)Net cash provided by (used in) investing activities






3,926



(17,379
)






(13,453
)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 increase (decrease) in cash and cash equivalents


(16,411
)


11,765



39,286







34,640Cash and cash equivalents, beginning of period


55,056



105,056



39,572







199,684Cash and cash equivalents, end of period

$
38,645


$
116,821


$
78,858


$



$
234,324  82




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Cash Flows
    Year Ended December 31, 2006
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operating activities

$
2,187


$
39,432


$
60,611


$



$
102,230Cash flows from investing activities:Capital expenditures






(108,043
)


(2,112
)






(110,155
)Payment for business acquisition, net of cash acquired










(28,700
)






(28,700
)Net cash used in investing activities






(108,043
)


(30,812
)






(138,855
)Cash flows from financing activities:Issuance of long-term debt










50,000







50,000Repayment of long-term debt










(34,557
)






(34,557
)Long-term debt repayment and issuance costs










(5,670
)






(5,670
)Issuance of common stock


32















32Net cash provided by financing activities


32







9,773







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


2,219



(68,611
)


39,572







(26,820
)Cash and cash equivalents, beginning of period


52,837



173,667











226,504Cash and cash equivalents, end of period

$
55,056


$
105,056


$
39,572


$



$
199,684  83




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidating
    Statement of Cash Flows
    Year Ended December 31, 2005
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operating activities

$
8,092


$
117,439


$



$



$
125,531Cash flows from investing activities:Capital expenditures






(171,757
)










(171,757
)Payment for business acquisition, net of cash acquired


(7,841
)














(7,841
)Net cash used in investing activities


(7,841
)


(171,757
)










(179,598
)Cash flows from financing activities:Issuance of long-term debt


245,000















245,000Repayment of long-term debt






(85,018
)










(85,018
)Long-term debt repayment and issuance costs


(8,774
)


(5,042
)










(13,816
)Issuance of common stock


94



73,746











73,840Net capital contributions to subsidiaries


(183,734
)










183,734



Net capital contributions from parent






183,734







(183,734
)


Net cash provided by financing activities


52,586



167,420











220,006Net increase in cash and cash equivalents


52,837



113,102











165,939Cash and cash equivalents, beginning of period






60,565











60,565Cash and cash equivalents, end of period

$
52,837


$
173,667


$



$



$
226,504  84




---



##### 



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Disclosure
    Controls and Procedures
      Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f)
      Internal Control 
    Integrated Framework,
 85




---



##### 



MATTHEW
    M. OCONNELL
   President, Chief Executive Officer and Director
  HENRY
    E. DUBOIS
   Executive Vice President and, Chief Financial Officer
 (Principal Financial Officer)
  TONY
    A. ANZILOTTI
   Vice President Finance and Corporate Controller
 (Principal Accounting Officer)
 86




---



##### 



Item 9B.
    Other
    Information.    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Regulation S-K Form 10-K. Regulation S-K Form 10-K. Regulation S-K Form 10-K.
  Regulation S-K Form 10-K.
      Item 11.
    Executive
    Compensation.  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Regulation S-K Regulation S-K Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services.  Form 10-K.
 87




---



##### 



Item 15.
    Exhibits
    and Financial Statement Schedules.  Exhibits
  Form 10-K
 88




---



##### 



SIGNATURES
      By:
    /s/  MATTHEW
    M. OCONNELL   President, Chief Executive Officer and Director
      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/  Henry
    E. DuboisHenry
    E. Dubois

Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)/s/  Tony
    A. AnzilottiTony
    A. Anzilotti

Vice President Finance and Corporate Controller
    (Principal Accounting Officer)/s/  Joseph
    M. AhearnJoseph
    M. Ahearn

Director/s/  Martin
    C. FagaMartin
    C. Faga

Director/s/  Michael
    F. HornMichael
    F. Horn

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  89




---



##### 



INDEX TO
    EXHIBITS
  Exhibit Number

Exhibit Title3
.1

Certificate of Amendment to Certificate of Incorporation of the
    Company3
.2

Bylaws of the Company (incorporated by reference to
    Exhibit 3.2 to Post-Effective Amendment No. 3 to
    Form S-1,
    filed on June 21, 2005 (File
    No. 333-122493))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 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 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 Common Stock Certificate4
.6

Specimen Warrant Certificate  Warrants to be issued
    in the rights offering4
.7

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
.8

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
.9

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
.10

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
.11

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
.12

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 the
    current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.13

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
.14

Specimen Warrant Certificate with respect to Warrant Agreement
    dated as of January 10, 2006 (incorporated by reference to
    Exhibit 4.03 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.10
.2

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

Employment Agreement for Henry Dubois10
.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-0014
    with U.S. National Geospatial-Intelligence Agency (incorporated
    by reference to Exhibit 10.12 to Form 10/A filed on
    January 27, 2005
    (File No. 0-50933)) 90




---



##### 



Exhibit Number

Exhibit Title10
.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 27, 2005
    (File No. 0-50933))21
.1*

Subsidiaries of the Registrant23
.1*

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 Henry E. Dubois31
.3*

Rule 13a-14(a)
    Certification of Tony A. Anzilotti32
.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
    Henry E. Dubois32
.3*

Certification Pursuant to 18 U.S.C. Section 1350 of
    Tony A. Anzilotti     *
    
    Filed herewith. 91