Amended Registration Statement

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10/A

Amendment No. 2

Registrant’s telephone number, including area code:

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $0.01 PER SHARE

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      You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. The information in this document may only be accurate on the date of this document.

      As used in this Form 10, unless the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to ORBIMAGE Inc., a Delaware corporation.

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BUSINESS

Overview

      ORBIMAGE is a leading provider of global space-based imagery of the earth. We provide our customers high-resolution and low-resolution imagery, imagery-derived products and image processing services.

      We currently operate the OrbView-3 high-resolution satellite and OrbView-2 low-resolution satellite. OrbView-3, launched in June 2003, supports a wide range of applications: general mapping and charting; defense, military planning, and intelligence; and civil and commercial applications such as agriculture, forestry, and environmental monitoring. It collects 1m resolution panchromatic (black and white) imagery and 4m resolution multi-spectral (color) imagery. OrbView-2, launched in 1997, collects 1km resolution multi-spectral imagery and was the first commercial satellite to image the Earth’s entire surface daily in color. Its coverage supports a wide array of projects focusing on global change, global warming, and non-scientific applications for commercial fishing and environmental monitoring, as well as military operations.

      We also operate image production and exploitation facilities. The facility at our headquarters in Dulles, Virginia, produces and transmits up to 50,000 geospatial images per month. We also own and operate a satellite image processing facility in St. Louis, Missouri, that provides advanced image processing products, software, engineering analysis and related services to the U.S. Government and other commercial customers. The St. Louis facility was acquired in 1998 and is a leader in advanced image processing and photogrammetry. Photogrammetry refers to the process of measuring objects from the imagery data collected from satellites or other imagery sources and is used principally for object interpretation (i.e., establishing what the object is, type, quality, quantity) and object measurement (i.e., what are its coordinates, what is its form and size). These image production capabilities combined with imagery from our satellites enable us to provide end-to-end imagery solutions.

      Our headquarters is located at 21700 Atlantic Blvd., Dulles, Virginia, 20166. Our telephone number is 703-480-7500.

Company History; Relationship with Orbital Sciences

      We started in 1991 as an operating division of Orbital Sciences Corporation (“Orbital Sciences”) to manage the development and operation of remote imaging satellites that would collect, process and distribute digital imagery of the earth’s landmass, oceans and atmosphere. We were incorporated under the name of Orbital Imaging Corporation in 1992 in Delaware as a wholly owned subsidiary of Orbital Sciences. Our first satellite, Orb-View-1 was launched in 1995, to provide dedicated weather-related imagery and metrological data to the National Aeronautics and Space Administration (“NASA”), and was retired from service in 2003. In 1996 and 1997, we executed three significant contracts with Orbital Sciences. These contracts involved, among other things, all assets and liabilities of Orbital Sciences’s operating division being sold to us at historical cost. Under these contracts, we purchased engineering, construction and launch services for each of our satellites from Orbital Sciences.

      The three significant contracts which we had with Orbital Sciences at the beginning of 2002 were: (i) the ORBIMAGE System Procurement Agreement dated November 18, 1996, as amended, (ii) the OrbView-2 License Agreement dated May 8, 1997, and (iii) the Amended and Restated Administrative Services Agreement dated May 8, 1997.

      Under the system procurement agreement, we purchased (i) the OrbView-1 satellite, (ii) an exclusive license entitling us to all of the economic rights and benefits of the OrbView-2 satellite, (iii) the OrbView-3 satellite and launch service, (iv) the OrbView-4 satellite and launch service and (v) the ground system assets used to command and control the satellites as well as receive and process imagery. The system procurement agreement originally called for the OrbView-3 satellite to be constructed and launched before OrbView-4; however, continuing schedule delays resulted in OrbView-4 being constructed and delivered first. In

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      On April 5, 2002 we filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the Eastern District of Virginia (the “Court”), and in that proceeding commenced actions against Orbital Sciences for various claims, including breach of our procurement agreement in connection with delays in the construction and launch of our Orb-View-3 satellite. We subsequently settled those claims pursuant to a settlement agreement with Orbital Sciences.

      The system procurement agreement is now largely completed save for a continuing warranty by Orbital Sciences on our ground stations which will expire on May 7, 2005, and post-launch incentives we may owe to Orbital Sciences in connection with the ongoing performance of our Orb-View-3 satellite. Under the system procurement agreement, as modified by the settlement agreement, a $1.5 million on-orbit milestone payment was delayed and will be due Orbital Sciences on May 7, 2005, the one-year anniversary of the date of acceptance by ORBIMAGE of the OrbView-3 system. In addition, annual post-launch on-orbit payments to Orbital Sciences were reduced and will now be payable in maximum amounts of up to $1.125 million on each of the first five anniversaries of the acceptance by ORBIMAGE of the OrbView-3 system, for a total possible maximum obligation of $6.375 million.

      Because the OrbView-3 launch did not occur by April 30, 2003 and the cause of the delay in launch was other than force majeure (as defined in the system procurement agreement), the terms of the settlement agreement required Orbital Sciences to pay us penalties relating to the delayed launch and delayed on-orbit verification and checkout. The penalties were eliminated in October 2003 when it was mutually agreed that Orbital Sciences had made all commercially reasonable efforts to achieve on-orbit verification. Orbital Sciences paid us delay penalties of approximately $2.3 million during the year ended December 31, 2003.

      Under the OrbView-2 license agreement, Orbital Sciences has granted an exclusive worldwide license to ORBIMAGE to use and sell OrbView-2 imagery. Pursuant to the terms of the OrbView-2 license agreement, Orbital Sciences assigned to ORBIMAGE all amounts that are due or become due to Orbital Sciences under a contract Orbital Sciences had with NASA to deliver OrbView-2 imagery. At the time, this NASA contract, since expired, was the primary contract for imagery from OrbView-2. We have sole responsibility for operating and controlling the OrbView-2 satellite.

      Under the administrative services agreement, we paid Orbital Sciences for office space and other administrative services, as well as certain direct and indirect operating services provided by Orbital Sciences. The administrative services agreement was terminated on March 31, 2002. As part of the settlement agreement, we and Orbital Sciences executed a sublease agreement which permits us to continue subleasing our current office space from Orbital Sciences through April 2005. When the sublease has expired, we will lease space directly from the owner of our building.

      We filed an amended Plan of Reorganization with the Bankruptcy Court on September 15, 2003 which received the requisite affirmative votes of our creditors, and the Court approved our Plan on October 24, 2003. We emerged from bankruptcy on December 31, 2003 having changed our corporate name to ORBIMAGE Inc. Among other things, the Plan resulted in the cancellation of Orbital Sciences ownership interest in ORBIMAGE. Other than the contractual obligations with Orbital Sciences under the procurement agreement and sublease as outlined above, following our emergence from bankruptcy, we no longer have any continuing relationship with Orbital Sciences or any of its affiliates. We refer to Orbital Imaging Corporation and its operations prior to January 1, 2004 as the “Predecessor Company.”

Remote Imagery Industry

      Remote imaging is the process of observing, measuring and recording objects or events from a distance using a variety of sensors mounted on satellites and aircraft. The market for remote sensing includes satellite development, construction and operations by both domestic and international commercial and government

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      Formerly, all satellite imagery systems were either military surveillance platforms or were sponsored by large national and international civil space agencies, which used satellites to monitor meteorological conditions and environmental changes on the Earth’s surface. Currently, there are a limited number of commercial providers of satellite imaging services, which collectively address only a portion of the market opportunities in the remote imaging industry. Historically, the majority of commercial imagery came from local or regional aerial photography firms. Although aerial imaging companies are able to achieve high spatial resolution and customize their products according to local needs, their slow response time, limited coverage range, restricted ability to fly over certain areas and high cost limit widespread use of their products.

      The major purchaser of commercial satellite imagery in the United States is the National Geo-Spatial Intelligence Agency (“NGA”) (formerly known as the National Imagery and Mapping Agency or “NIMA”). Under NGA’s ClearView and NextView programs, it acquires imagery and imagery derived products on behalf of its clients in the U.S. defense, intelligence and law enforcement agencies. Other agencies of the U.S. Government that purchase satellite imagery include the Department of Agriculture, the Department of Commerce (NOAA), the Department of Interior, the Department of State, the Department of Transportation, the Department of Treasury and many independent agencies that include the EPA, FEMA and NASA among others. The White House recently announced a Commercial Remote Sensing Space Policy establishing the U.S. Geological Survey (“USGS”) as the lead civil agency to implement a civilian version of NGA’s ClearView program for the procurement of commercial imagery for all civilian Federal (i.e. non-military) agencies.

      Similarly, countries around the world that are unable or unwilling to establish their own space programs must rely on limited aerial imagery collection for border surveillance and related national defense programs. OrbView-3, however, is able to image areas that are not accessible by airplanes because of restrictions on air space or because the areas are too remote. In addition, up-to-date maps are crucial for serving the high-technology segments of the national security market, such as digital terrain modeling for aircraft and missile guidance. International customers represent a substantial portion of our revenue from OrbView-3 as well.

      In the aftermath of the terrorist attacks on the U.S. on September 11, 2001 and the conflict in Afghanistan, the “war on terror” and the conflict with Iraq have significantly contributed to the increase in demand by the U.S. Government for satellite imagery to address national security and intelligence gathering concerns. This shift in demand towards commercial satellite imagery providers was formalized in the Bush Administrations “U.S. Commercial Remote Sensing Policy” dated April 25, 2003. This policy requires U.S. Government agencies to “rely to the maximum practical extent on commercial remotes sensing space capabilities for filling imagery and geospatial needs.”

      Additionally, a commercial imagery customer, like a telecommunications company that wants to map a large, fairly remote area to determine where to place cellular towers, would hire an aerial photographer to fly an airplane over the area to take pictures, develop the film and deliver the final map to the customer. This can be time consuming and expensive. In contrast, our high-resolution OrbView-3 satellite is capable of obtaining up to 20,000 square kilometers of one-meter resolution imagery in a single 10-minute pass (though operationally image windows are set for shorter periods and the imaging mode that maximizes the size of the imaged area is not used unless that is the appropriate mode for a customer’s needs). Additionally, OrbView-3 can quickly downlink its imagery to a customer or we can further process the imagery in response to specialized customer requests.

      We believe real-time global satellite imagery allows commercial customers to map areas of the world efficiently and cost-effectively where either no maps exist or where existing maps are obsolete. This imagery

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Products and Services

      Currently, we employ an integrated system of imaging satellites, ground stations and global sales channels to collect, process and distribute satellite imagery and derived products from our OrbView-2 and OrbView-3 satellites throughout the world. With our satellite systems and our large-scale product generation capabilities in Dulles and St. Louis, ORBIMAGE serves the worldwide market needs for advanced imagery information products to view, map, measure, and monitor the earth for applications ranging from environmental monitoring, to construction planning, to precision mapping and intelligence gathering. A clear, high-resolution image of the earth can help national security agencies monitor borders, gather intelligence on potential conflicts, plan air, ground and naval missions, deploy resources, and assess battle damage. It can also aid with a wide range of commercial applications such as environmental impact assessments, utility infrastructure planning, wireless telecommunications design, oil and gas exploration, forestry management, and natural disaster assessment.

      The U.S. Government is our largest single customer. We currently have a contract to provide NGA imagery, imagery derived products and image production services under the Government’s ClearView program over a two-year period. The contract provides for NGA to pay us a minimum of $10 million in the first year and $12 million in the second year for imagery products. The contract also provides for NGA to reimburse approximately $5 million for infrastructure costs we have incurred and expect to incur to provide the required imagery.

      We provide imagery production services to NGA under the ClearView contract and the Global Geospatial Intelligence (GGI) program. We recently received an additional task order under the ClearView contract to provide $6.4 million of production services to NGA which will be performed during the first year of the contract. Although funding for these programs has been allocated by the U.S. Government, the Government may cancel the programs at any time, subject to limited termination liability.

      Our various contracts with the U.S. Government in the aggregate were responsible for approximately 49% of our revenues for the nine months ended September 30, 2004.

      After the U.S. Government, our major clients are Korea Aerospace Industries, Ltd. in Korea, NTT Data Corporation in Japan, and a client in Taiwan. The material terms of each of these agreements is similar. In each case, our international clients pay us a guaranteed annual minimum for a defined amount of direct access time to OrbView-3 while it is over their antenna “footprint”. Under the agreements, the customer provides us with their requested collection and we then uplink commands to OrbView-3 to task such imagery and transmit it to the customer by direct downlink to the customer’s ground station. The contracts are generally for a period of up to four years, and the customers have options to renew. In the event OrbView-3 becomes incapable of providing the required imagery, the contracts can be terminated, without further liability of either party beyond that for imagery already provided to the date of termination. The U.S. Government places certain restrictions on the sale and dissemination of satellite imagery which is discussed below under “Regulation — United States Regulation.”

      We also sell imagery and imagery products commercially, though it currently represents only a small portion of our revenues. ORBIMAGE currently offers two different commercial imagery products that are derived from OrbView-3 imagery and vary in type and processing levels for geolocation accuracy. Our initial product offering consists of two product types, OrbView BASIC ^TM and OrbView ORTHO ^TM . OrbView BASIC ^TM imagery products are typically used by customers with the ability to perform their own advanced image processing and permit the customer to orthorectify (or adjust the image to give a consistent site angle throughout the image) the BASIC imagery product and perform three dimensional feature extraction (in addition to more routine image enhancements and processing). ORBIMAGE’s OrbView ORTHO ^TM imagery products are typically used by customers who need a product with a high degree of geolocation accuracy, for applications such as urban planning. Users are able to input any OrbView ORTHO ^TM imagery product directly into an image processing system as a base map or as a source for feature extraction. All OrbView ORTHO ^TM

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      Prices for our OrbView BASIC ^TM and OrbView ORTHO ^TM imagery products range from $15.00 – $73.00 per square kilometer and are delivered to our customers by various means, including electronic transmission, tape, compact disc, and direct downlink to ground receiving stations. Beginning in early 2005, ORBIMAGE plans to introduce five new commercial imagery products: OrbView GEO ^TM , OrbView DEM ^TM , OrbView DSM ^TM , OrbView Thematic Map ^TM and OrbView Feature Map ^TM . Each of these products will have been processed to correct for different effects or to give users particular information that they would otherwise have to extract for themselves. Market research is currently underway to help determine the final specifications and pricing for these products.

      We market our products directly to our major markets, including the U.S. Government and the international markets. We intend to rely on value-added resellers to develop, market and sell our products and services to address certain target markets, including domestic markets.

      Prior to the spring of 2002, we also collected and distributed high-resolution aerial imagery products but we terminated the distribution agreement with our prior supplier of aerial imagery during our restructuring. We see aerial imagery data as complementary to our satellite data and plan to expand our product line to include aerial data as well as other types of imagery data, including radar and hyperspectral imagery data. However, we currently have no arrangements in place for such expansion of our product lines and agreements will need to be reached with third party providers of such imagery data prior to any expansion of our product lines.

Satellite and Ground System Operations

      Our basic system architecture consists of the following major components:

	•	two advanced-technology low-Earth orbit, imaging satellites carrying sophisticated sensors that collect specific types of land and ocean data;
	•	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; and
	•	international regional distributor satellite receiving and distribution centers with direct downlinking capabilities.

      The following table summarizes the primary characteristics of our satellites:

      We are also exploring the possibility of constructing and operating a next-generation high-resolution imagery satellite, which we have designated OrbView-5.

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      OrbView-3 has been designed to provide one-meter resolution black and white imagery and four-meter resolution color imagery of the Earth’s surface. Orbital Sciences successfully launched OrbView-3 on June 26, 2003. We formally accepted the system from Orbital Sciences effective May of this year. OrbView-3 provides 1-meter resolution panchromatic (i.e., black and white) and 4-meter resolution multispectral (i.e., color) imagery on a global basis to a variety of government and commercial customers worldwide. OrbView-3 has a design life of 5 years and sufficient fuel to operate for up to two additional years. Although it is possible that OrbView-3 will continue to operate past its design life, we can offer no assurances that it will maintain its orbit or remain commercially operational for its design life or thereafter.

      OrbView-2 and OrbView-3 are controlled from our main operations center located in Dulles, Virginia. Our operations center in Dulles monitors the satellites while they are in orbit and commands them as required for imagery collection and to ensure that they maintain their proper orbits and appropriate communication links and that electrical power and other operating variables stay within acceptable limits. We communicate with the OrbView satellites through three main antennas located Dulles, Virginia, Fairmont, West Virginia and Point Barrow, Alaska.

      In addition, the Dulles operations center performs the tasking operations for our OrbView-3 satellite. The tasking process is complicated and employs two software systems to evaluate whether a customer’s tasking request is feasible — the satellite must be able to view the desired area on a certain day at the time it passes overhead; adverse weather conditions, such as clouds or sun angle, may make it inadvisable to attempt to image a certain area on a certain day; and the order must be received in time for processing and transmission to the satellite. In addition, the tasking systems consider the relative priority of different requests by one customer or several customers.

      The Dulles facility also has an image receiving and processing center for the OrbView satellites. The Dulles image processing center receives OrbView imagery downlinked to multiple ground antennas and is equipped with numerous work stations that process and convert the digital imagery into useful imagery products. The center is designed to archive the maximum number of high-resolution OrbView satellite images per day and has the capability to generate a variety of geospatial products for resale.

      Our St. Louis image processing facility provides advanced image processing products, software, engineering analysis and related services to the U.S. Government and other commercial customers. The St. Louis facility can produce imagery from multiple sources including the U.S. Government’s satellites, our OrbView-3 satellite, the satellites operated by our two U.S. competitors and many of the current international satellites.

      The OrbView-2 satellite was launched in August 1997. It has operated continuously for the last seven years. OrbView-2 collects digital imagery of the Earth’s surface (land and oceans). We market OrbView-2 imagery and derived products to commercial customers, as well as to researchers and U.S. Government agencies. We believe that OrbView-2 is one of the few satellites of its kind providing daily color images of the entire Earth’s surface. OrbView-2 downlinks imagery to both our primary and backup ground stations and to various regional receiving stations around the world. We provide OrbView-2 value-added products on a global basis to the commercial fishing industry under our SeaStar Fisheries Information Service ^TM . We currently have approximately 300 customers in the commercial fishing industry. We provide OrbView-2 imagery to researchers and U.S. Government agencies for scientific and environmental applications. Despite OrbView-2’s seven and a half year design life, we currently expect to continue commercial operations with OrbView-2 for up to ten years. However notwithstanding the ongoing successful operation of OrbView-2, we can offer no assurance that OrbView-2 will maintain its prescribed orbit or remain commercially operational past its design life.

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Backlog

      Total negotiated backlog was $276.5 million at September 30, 2004 and $55.4 million at December 31, 2003. This amount included both funded backlog (unfilled firm orders for our products and services for which funding has been both authorized and appropriated by the customer) and unfunded backlog (firm orders for which funding has not yet been appropriated). The contracts are generally for terms of up to four years, and the customers have options to renew. Negotiated backlog does not include unexercised options or task orders to be issued under indefinite-delivery/indefinite quantity (“IDIQ”) type contracts. Total funded backlog was $40.8 million at September 30, 2004 and $33.2 million at December 31, 2003. The increase in backlog during 2004 resulted from the award by NGA of the ClearView imagery and value-added products contract and the NextView Second Vendor imagery contract discussed below.

The Restructuring

      In 1991, Orbital Sciences established an operating division to manage the development and operation of remote imaging satellites that would collect, process and distribute digital imagery of the world’s land areas, oceans and atmosphere. In 1992, our predecessor, Orbital Imaging Corp. (the “Predecessor Company”) was incorporated in Delaware as a wholly owned subsidiary of Orbital Sciences. In 1995, Orbital Sciences placed its first satellite, OrbView-1, into service. OrbView-1 is no longer operated commercially. Orbital Sciences launched our second satellite, OrbView-2, in 1997.

      In 1997, our Predecessor Company consummated a private placement of approximately $37 million in Series A preferred stock with financial investors to fund a significant portion of the remaining costs of existing projects. In 1998 and 1999, our Predecessor Company issued an aggregate principal amount of $225 million 11 5/8% Senior Notes due 2005 (the “Old Notes”) and an additional $23 million of Series A preferred stock. During 2001, because of delays in launching OrbView-4 and OrbView-3 and delays in building and launching another satellite to which we then had distribution rights, the Predecessor Company’s financial position continued to deteriorate. On September 19, 2001, the Predecessor Company, an informal committee representing 50 percent of the holders of the Predecessor Company’s notes and preferred stock and Orbital Sciences agreed on a proposed financial restructuring of the Predecessor Company that would strengthen its financial position and provide needed additional working capital. Unfortunately, on September 21, 2001, Orbital Science’s Taurus rocket failed and OrbView-4, constructed to be our first one-meter high-resolution satellite, failed to achieve its intended orbit. The satellite is believed to have crashed into the Indian Ocean.

      On April 5, 2002, our Predecessor Company filed a petition for relief under Chapter 11 of the Bankruptcy Code. On July 24, 2002, the Predecessor Company filed a complaint in the Bankruptcy Court against Orbital Sciences, certain of its officers and MacDonald, Dettwiler and Associates Ltd. (“MDA”), Orbital Sciences’s former subsidiary. The parties entered into a Settlement Agreement that was approved by the Bankruptcy Court on February 19, 2003. Our Predecessor Company entered into a settlement agreement with MDA on September  11, 2003. On December 31, 2003, we completed our reorganization under Chapter 11 and emerged from bankruptcy under our new name, ORBIMAGE Inc.

      For a description of the effect of the reorganization on the securities of the predecessor company, see Notes to the Financial Statements in Item 15. Financial Statements and Exhibits below.

Competition

      We compete against various private companies as well as against systems owned by the U.S. Government and various foreign governments.

      There are three primary commercial competitors in the United States market for satellite remote sensing. They are Space Imaging, Inc. (“Space Imaging”), Thornton, CO., Digital Globe, Inc. (“Digital Globe”), Longmont, CO and our company. Space Imaging operates the IKONOS satellite, which launched in 1999, and Digital Globe operates the QuickBird satellite, which launched in 2001. Digital Globe is believed to offer the highest level of resolution for its imagery products, followed by Space Imaging, then our company. Both Space Imaging and Digital Globe generate larger revenues than we do. We believe we have lower levels of

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      The companies compete on the basis of resolution, accuracy, the ability to downlink directly to overseas customers in real time, and the ability to produce value added products from the imagery received from the satellites. While the Ikonos and QuickBird satellites can simultaneously collect both Panchromatic (or black and white) and Multispectral (or color) imagery of any area, OrbView-3 can only collect an area in either the Panchromatic or Multispectral mode. This enhanced capability enables our competitors to generate a value-added (or “bundled”) product that ORBIMAGE cannot offer. Due to this limitation of OrbView-3, and because we were the last to launch our high resolution satellite, our competitors were able to obtain contracts with the U.S. Government and other clients before we were.

      Despite the single-mode collection capabilities of OrbView-3, we are able to compete for customers because OrbView-3 has the ability to downlink imagery data directly to international ground station customers, while Digital Globe must downlink imagery in the U.S. before sending it overseas. This real-time downlink capability, combined with what believe are lower satellite access fees and ground station equipment costs, negatively impact Digital Globe’s ability to compete in this market segment. Additionally, although Space Imaging does offer direct downlink capability from their satellite, Ikonos, that satellite has already entered the fifth year of its seven year design life. OrbView-3 is only a year old. Customers that now receive Ikonos imagery must soon seek another source (since there is no planned follow-on mission from Space Imaging), and we believe few (if any) new customers desiring a direct satellite receiving capability will invest in a multi-million dollar ground station for a satellite that may expire within 24 months.

      We also compete indirectly against certain systems operated by the U.S. Government. The U.S. Government currently supports the use of commercial imagery for mapping and certain other purposes. There can be no guarantee that the U.S. Government will continue that policy.

      We also compete indirectly against certain systems operated by certain foreign governments and foreign corporations. We believe that those systems do not currently offer as high a level of resolution or accuracy as the commercial U.S. companies offer. There can be no assurance that future systems will not be equal to or better than our current system.

Seasonality

      Our business is not materially affected by seasonality. Although the angle of the sun and the presence or absence of cloud cover at different times of the year affects our satellites’ ability to capture useful images, most of our clients pay us on an annual basis so seasonal weather changes do not have affect our annual revenue.

Employees

      We currently employ 119 people. Of those, 77 work at the Dulles facility and 42 work at the St. Louis facility. Of our employees, 17 in our Dulles facility and 32 in our St. Louis facility have U.S. Government security clearances to work on data that is classified by the U.S. Government. We have six employees holding PhD’s or other terminal degrees in their fields.

      None of our employees are members of a collective bargaining agreement. We believe that our relations with our employees are good.

RECENT DEVELOPMENTS

      The U.S. Government, through the National Geo-Spatial Intelligence Agency (“NGA”), announced in March 2003 that it intended to support the continued development of the commercial satellite imagery industry through subsidies for the engineering, construction and launch of the next generation of imagery satellites by two providers. This program is known as NextView. The first NextView award was made to Digital Globe, a competitor of the Company, in September 2003. The Company made an initial bid for that

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      NGA announced a request for proposals from potential second providers in April 2004. The NextView Second Vendor program will allow NGA to have two separate providers of next generation high-resolution satellite imagery, rather than just Digital Globe under the original award. On September 30, 2004, NGA announced that the Company had been awarded a contract under this NextView Second Vendor program. As the winning bidder of the NextView Second Vendor award, we will, as prime contractor, construct a new satellite, which we refer to as OrbView-5. The Company estimates its total project cost (including financing and launch insurance costs) to bring the OrbView-5 satellite into service will be approximately $502 million. Under the NextView contract that the Company has with NGA, NGA will support the project with a cost share totaling approximately $237 million spread out over the course of the project and subject to various milestones.

      The Company anticipates the OrbView-5 satellite would be launched and go into service in early 2007. The Company intends to purchase launch insurance and on-orbit insurance to cover the replacement cost of the satellite in the event of a launch failure or if on-orbit anomalies prevent the satellite from being placed into service. The costs of such insurance cannot be determined with specificity at this time, but the Company believes the premium will cost approximately 20 percent of the coverage amount if the insurance market at the time such insurance is purchased is similar to the current market. Once the OrbView-5 satellite is placed into service, the NextView award provides for NGA to purchase imagery from the satellite through September 30, 2008. NGA will have the first right to order images from the satellite, which we anticipate will utilize slightly more than half of the satellite’s imagery-taking capacity at any given time, with the remainder available for commercial and state and foreign government sales by the Company.

      The Company believes that the OrbView-5 satellite, when it is launched and placed into service, will be the most modern, high-capacity, high-resolution commercial imaging satellite in the world. OrbView-5 will be designed for less than 0.5 meter resolution, panchromatic (black and white) images, and less than 2.0 meter resolution, multi-spectral (color) images, with the capability to take images across 700,000 square kilometers of the earth’s surface every day.

      The Company’s performance under the NextView Contract will require significant capital expenditures to develop, manufacture and launch the OrbView-5 satellite. In order to fund its operations and obligations under the NextView Contract, the Company will need to raise approximately $265 million over a period of approximately two and one half years, which it intends to raise through a combination of (i) an issuance and sale of units composed of an aggregate of 6.5 million shares of common stock and 6.5 million new warrants for a price of $10 per unit, which would be raised through a combination of a private offering and a rights offering to its existing stockholders, (ii) an issuance of $155 million of additional senior subordinated indebtedness that will rank no higher than pari passu with, and will not have any scheduled amortization or a maturity date prior to the scheduled maturity of, the existing senior subordinated notes of the Company, and (iii) cash flow generated by the Company’s existing business in the amount of approximately $45 million. The first portion of this funding was raised in a private placement which closed on November 16, 2004, in which the Company issued 3.25 million shares of common stock and warrants to purchase 4.25 million shares of common stock for a purchase price of $10 per share. At the closing of the private placement, the Company received $32.5 million in gross proceeds.

      The Company has modified certain provisions of the indenture governing its Senior Subordinated Notes and the note and security agreement governing its Senior Notes to allow the Company to perform its obligations under the NextView contract.

      On October 20, 2004, the losing bidder in the competition for the NextView Second Vendor award, a competitor of the Company named New SI LLC, filed a protest of NGA’s award to ORBIMAGE with the U.S. Government Accountability Office (“GAO”). NGA directed ORBIMAGE to continue working under the contract during the protest proceeding. On November 23, 2004, ORBIMAGE received notice from the GAO that it has dismissed the protest.

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REGULATION

      The satellite remote imaging industry is a highly regulated industry, both domestically and internationally. In the U.S., remote imaging satellites generally require licenses from the Department of Commerce (“DoC”) and from the Federal Communications Commission (“FCC”). In addition, to operate internationally, remote imaging satellites may require International Telecommunications Union (“ITU”) coordination and registration and licenses from the governments of foreign countries in which imagery will be directly downlinked.

United States Regulation

      General. The collection and transmission of satellite imagery as well as satellite tracking, telemetry and control are subject to various forms of regulation under different U.S. laws and regulations. Because we maintain control of the satellite at all times, there are no issues with satellite telemetry or control. Likewise, the actual transmission of imagery data has been determined to not be covered by the general export rules. However, as with any U.S. business, we are subject to restrictions from doing business with certain prohibited countries, entities or persons (such as embargoed countries or persons on the designated persons list (such as terrorist organizations). Additionally, under the current rules of the DoC and the terms of our DoC licenses (discussed below), we are restricted from providing certain imagery to non-U.S. government sources.

      DoC regulation. The DoC, through the National Oceanic and Atmospheric Administration (“NOAA”), is responsible for granting commercial imaging satellite operating licenses, coordinating satellite imaging applications among several governmental agencies to ensure that any license addresses all U.S. national security concerns, and complying with all international obligations of the United States. Under our DoC licenses, the U.S. Government reserves the right to interrupt service during periods of national emergency when U.S. national security interests are affected. The threat of these interruptions of service could adversely affect our ability to market its products to some foreign distributors or end-users. In addition, the DoC has the right to review and approve the terms of agreements with international customers and distributors for high-resolution optical imagery and the DoC licenses may not be transferred or assigned without NOAA’s prior written consent.

      We currently have a DoC license for both OrbView-2 and the OrbView-3 high-resolution satellites. The DoC licenses for OrbView-2 and OrbView-3 are valid through the operational lifetime of each high-resolution satellite. We expect to satisfy the terms of its DoC licenses for OrbView-2 and OrbView-3 and maintain the regulatory licenses and approvals necessary for their ongoing operations, and will be required to obtain a DoC operating license for any new commercial imaging satellite systems developed by the company. Our licenses do not allow us to disseminate imagery of the state of Israel that have better resolution than those generally available in the market (not including U.S. providers subject to the same restriction). Currently, this prevents us from providing imagery of Israel that has resolution of less than 1.8 meters. Current restrictions placed on satellite imagery providers also prevent dissemination to anyone other than the U.S. Government of panchromatic imagery with a resolution of less than .5 meters or multispectral imagery of less than 2 meters. Imagery with resolutions between .5 meters and less than .82 meters panchromatic and between 2 meters and less than 3.2 meters multispectral may not be disseminated for 24 hours after collection to anyone other than the U.S. Government.

      Under the DoC licenses for our satellites, during periods when national security or international obligations and/or foreign policies may be compromised, as defined by the U.S. Secretary of Defense or the U.S. Secretary of State, the Secretary of Commerce may, after consultation with appropriate agency(ies), require us to limit data collection and/or distribution by the system to the extent necessitated by the situation. During those periods when, and for those geographic areas, that the Secretary of Commerce required us to limit distribution, we would be required, on request, to make the unenhanced data thus limited from the systems available exclusively, by means of government furnished rekeyable encryption on the downlink, to the U.S. Government. This form of control of the system at the direction of the U.S. Government is referred to as “shutter control” of the system. The costs and terms associated with meeting this condition would be negotiated directly between us and the Department of Defense (for the U.S. Government).

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      FCC regulation. The FCC is responsible for licensing commercial satellite systems and the radio frequencies used by commercial satellite systems. In general, the FCC grants licenses to commercial satellite systems that conform to the technical, legal and financial requirements for these systems set forth in FCC regulations.

      The FCC regulate the operation of OrbView-2. We have an experimental license issued by the FCC to operate OrbView-2 and the Fairmont, West Virginia ground station using commercial frequencies in support of existing government contracts with NOAA and NGA. The FCC experimental authorization expires October 1, 2007, and is renewable subject to FCC approval. We expect to obtain the U.S. Government agency sponsors and regulatory approvals necessary to continue OrbView-2 operations in support of our government contracts, however, if such sponsorships or approvals are not granted, it would have a material adverse effect on its results of operations.

      In February 1999, the FCC granted our application for a ten-year license to launch and operate the OrbView-3 satellite and to obtain a frequency allocation in the FCC’s Earth Exploration-Satellite Service (“EESS”) to transmit wideband imagery directly to Earth for commercial use and to perform telemetry, tracking and command of the satellites. Now that OrbView-3 has been launched successfully, the ten-year license term commenced upon the date we certified to the FCC that OrbView-3 has successfully been placed into orbit and operations conform to the terms of its FCC license. In April 1999, the FCC also granted licenses to us to operate ground stations for the OrbView-3 satellite in Dulles, Virginia and Point Barrow, Alaska. These ground station licenses have a 10-year term expiring April, 2009, and are renewable for additional terms upon FCC approval. We will be required to obtain FCC licenses for any new commercial imaging satellite systems developed by the company. Currently, two of our satellite-based competitors, Digital Globe and Space Imaging, hold licenses to use the same frequency band that we intend to use for its imagery transmissions by the OrbView-3 satellite and any new commercial imaging satellite systems developed by the company. The band is allocated by the FCC for use by other EESS licensees, as well as terrestrial fixed and mobile services. We expect to satisfy the terms of our FCC licenses and obtain the regulatory licenses and approvals necessary for OrbView-3 operations and any new commercial imaging satellite systems satellite we develop, however, the termination of such licenses or failure to obtain such licenses or approvals would have a material adverse effect on our results of operations.

      U.S. regulators may subject us in the future to new laws, policies or regulations, or changes in the interpretation or application of existing laws, policies and regulations, that modify the present regulatory environment in the U.S. U.S. regulators could decide to impose limitations on U.S. companies that are currently applicable only to other countries, or other regulatory limitations that affect satellite remote imaging operations. Any limitations of this kind could adversely affect our business or results of operations.

International Regulation

      All satellite systems operating internationally must comply with general international regulations and the specific laws of the countries in which satellite imagery is downlinked. Applicable regulations include:

	•	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.

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      The FCC is undertaking the ITU coordination and registration process on behalf of OrbView-3 and likely will undertake the ITU coordination and registration process for any new commercial imaging satellite systems developed by the company and licensed by the FCC. Failure by the FCC to obtain the necessary coordination or registration in a timely manner could have a material adverse effect on our results of operations, as the case may be. The Canadian Government must coordinate with ITU to secure the necessary authorizations to operate RadarSat-2 in Canada.

      The U.S. Government, on our behalf, is required to coordinate the frequencies used by the OrbView-2 and OrbView-3 satellites, which do or will operate internationally. ITU frequency coordination is a necessary prerequisite to ITU registration, which provides interference protection from other international satellite systems. In addition, this coordination is a necessary prerequisite for obtaining approvals and licenses from some foreign countries. The ITU coordination process has been completed for OrbView-2. In 1998, the FCC advanced published the OrbView-3 satellite system’s technical parameters with the ITU. There are no ITU coordination requirements for non-geostationary satellite systems such as OrbView-3 system. In April 2003, the FCC submitted a bringing-into-use notification to the ITU informing it that all OrbView-3 satellite system frequency assignments had been brought into use within the time frame required under the ITU regulations for registration in the ITU’s Master International Frequency Register. We believe that the ITU registration process will not prevent us from obtaining necessary foreign licenses in a timely manner.

      In addition to complying with ITU regulations and coordination processes, we must also demonstrate that our satellites will not cause technical harm to Intelsat and Inmarsat communications satellites, under the Intelsat and Inmarsat agreements signed under international treaty. We have completed this process for OrbView-2 and believes that because of the frequencies it intends to use, the OrbView-3 satellite will not cause any technical harm to the Intelsat or Inmarsat systems.

      Within foreign countries, we expect that our regional distributors or customers will secure appropriate licenses and operational authority to use the required spectrum in each country into which we will downlink high-resolution OrbView satellite imagery. For the most part, we anticipate that distributors or customers will perform these activities, with assistance from us when required.

      While we believe we will be able to obtain all U.S., ITU and international licenses, authorizations and registrations necessary to operate effectively, we cannot assure you that we will be successful in doing so. The failure to obtain some or all necessary licenses, approvals or registrations could adversely affect our business.

RISK FACTORS

      Certain information included in this Form 10 and other materials filed by us with the SEC (as well as information included in oral statements or other written statements made or to be made by us) contain statements that are forward-looking, such as statements relating to business development and acquisitions, dispositions, future capital expenditures, financing sources and availability, and the effects of regulation and competition. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of us. Factors that could cause actual results to differ materially from our management’s expectations include, but are not limited to, changes in general economic conditions, conditions in the remote sensing industry, the level of new commercial imagery orders, production rates for advanced image processing, the level of defense spending, competitive pricing pressures, start-up costs and possible overruns on new contracts, and technology and product development risks and uncertainties and the other risks identified in this Form 10. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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      In connection with our plan of reorganization, we were required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of our plan of reorganization and our ability to continue operations upon our emergence from bankruptcy. That financial information was prepared only for the purposes stated in the foregoing sentence and not for any other purpose and it has not been, and will not be, updated on an ongoing basis. Those projections were based on financial information available to us as of September 2003. The projections were filed with the Bankruptcy Court on September 15, 2003. At the time they were prepared, the projections reflected numerous assumptions concerning our anticipated future performance. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results will vary from those contemplated by the projections and the variations could be material. As a result, you should not rely upon the projections in making decisions with regard to the Company’s securities.

      At the end of the first quarter of 2004, we were awarded a contract to supply the National Geospatial-Intelligence Agency (NGA) with imagery and value-added products from the OrbView-3 satellite. The total ClearView contract award is $27.5 million over two years, of which approximately $10.5 million and $12 million represent minimum commitments to purchase imagery in years one and two of the contract, respectively. The contract also provides for NGA to reimburse approximately $5 million for infrastructure costs we have incurred and expect to incur to provide the required imagery. Our Plan of Reorganization assumed that the contract would commence January 1 and that it would provide for a higher payment by NGA. The amounts provided by the contract are minimums and additional amounts may be forthcoming.

      We have a history of net losses from operations and have generated only limited revenues from the operations of OrbView-2 and OrbView-3 and our image processing business. We are in the process of beginning commercial operations with OrbView-3. We can provide no assurances to what extent or even whether we will ultimately be successful in obtaining net positive cash flow or profitability from operations of OrbView-3.

      Our business plan depends upon our ability to develop a customer base, distribution channels and value-added enhancements for our imagery products and services.

      Given our limited operating history, and in light of the risks, expenses, difficulties we cannot provide assurances that we will be able to develop a sufficiently large revenue-generating customer base to compete successfully in the remote imaging industry.

      Revenues from U.S. Government contracts accounted for approximately 50% and 59% of our revenues for the nine months ended September 30, 2004 and 2003, respectively. U.S. Government agencies may terminate or suspend their contracts at any time, with or without cause, or may change their policies, priorities or funding levels by reducing agency or program budgets or by imposing budgetary constraints. If a U.S. Government agency terminates or suspends any of its contracts with ORBIMAGE, or changes its policies, priorities, or funding levels, these actions would have a material adverse effect on our business, financial condition and results of operations.

      Our success depends on existing markets accepting our imagery products and services and our ability to develop new markets. Our business plan is based on the assumption that we will generate significant future revenues from sales of high-resolution imagery produced by OrbView-3 to existing markets and new markets.

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      We cannot accurately predict whether our products and services will achieve significant market acceptance or whether the market will demand our products and services on terms we find acceptable. Market acceptance depends on a number of factors, including the spatial and spectral quality, scope, timeliness, sophistication and price of our imagery products and services and the availability of substitute products and services. Lack of significant market acceptance of our products and services, particularly our high-resolution imagery products and services, delays in acceptance, or failure of certain markets to develop would negatively affect our business, financial condition and results of operations.

      Our OrbView-3 satellite employs advanced technologies and sensors that are subject to severe environmental stresses in space that could affect the satellite’s performance. Employing advanced technologies is further complicated by the fact that the satellite is in space. Hardware component problems in space could lead to degradation in performance or loss of functionality of the satellite, with attendant costs and revenue losses. In addition, human operators may execute improper implementation commands that negatively impact a satellite’s performance.

      We cannot assure you that OrbView-3 will continue to operate successfully in space throughout its expected design life. Even if this satellite is operated properly, minor technical flaws in the satellite’s sensors could significantly degrade their performance, which could materially affect our ability to market our products successfully.

      We do not presently have plans to construct and launch a replacement satellite for OrbView-3 if it fails prematurely. Permanent loss of OrbView-3 would materially and adversely affect our operations and financial condition.

      Satellites have limited useful lives. We determine a satellite’s useful life, or its design life, using a complex calculation involving the probabilities of failure of the satellite’s components from design or manufacturing defects, environmental stresses or other causes. The design lives of our satellites are as follows:

      The expected design lives of these satellites are affected by a number of factors, including the quality of construction, the expected gradual environmental degradation of solar panels, the durability of various satellite components and the orbits in which the satellites are placed. Random failure of satellite components could cause damage to or loss of a satellite before the end of its design life. In rare cases, electrostatic storms or collisions with other objects could damage our satellites. We cannot assure you that each satellite will remain in operation for its expected design life. We expect the performance of each satellite to decline gradually near the end of its design life.

      We anticipate using funds generated from operations to develop plans for follow-on high-resolution satellites. If we do not generate sufficient funds from operations, and if we are unable to obtain financing from outside sources, we will not be able to deploy follow-on satellites to replace OrbView-3 at the end of its expected design life. We cannot assure you that we will be able to raise additional capital, on favorable terms or on a timely basis, if at all, to develop or deploy follow-on high-resolution satellites.

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      The terms governing our Senior Notes and Senior Subordinated Notes require us to maintain on-orbit operations insurance for OrbView-3. This insurance would not be sufficient to cover the cost of a replacement high-resolution satellite such as OrbView-3. We do not have any insurance coverage for the OrbView-2 satellite. We may find it difficult to insure certain risks, such as partial degradation of functionality of a satellite. Insurance market conditions or factors outside our control at the time we buy the required insurance, such as failure of a satellite using similar components or a similar launch vehicle, could cause premiums to be significantly higher than current estimates. These factors could cause other terms to be significantly less favorable than those currently available, may result in limits on amounts of coverage that we can obtain or may prevent us from obtaining insurance at all.

      Our products and services will compete with satellite and aircraft-based imagery and related products and services offered by a range of private and government providers. Certain of these competitors may have greater financial, personnel and other resources than we have. Our major existing and potential competitors for high-resolution satellite imagery include:

	•	Space Imaging, which operates a high-resolution satellite with more advanced technical capabilities than OrbView-3; and
	•	Digital Globe, which operates a high-resolution satellite with higher resolution than OrbView-3 and is currently developing two next generation satellites which will have more advanced technologies and capabilities than OrbView-3, one of which is planned to be in service by 2006, and the other of which we expect would go into service within a few months thereafter.

      The U.S. Government and foreign governments also may develop, construct, launch and operate remote imaging satellites that generate imagery competitive with our products and services. In addition, the U.S. Government will probably continue to rely on government-owned and operated systems for highly classified satellite-based high-resolution imagery.

      We believe we will have a competitive advantage because we expect to have sufficient pricing flexibility to be a low-price commercial provider within our targeted markets and applications due to what we believe is our lower cost of operations. But the low marginal cost of producing satellite imagery once a satellite is operating could cause adverse pricing pressure, decreased profits or even losses. Our competitors or potential competitors with greater resources than ours could in the future offer satellite-based imagery or other products having more attractive features than our products. New technologies, even if not ultimately successful, could negatively affect our marketing efforts. More importantly, if competitors continue to develop and launch satellites with more advanced capabilities and technologies than ours, this competition could harm our business.

      We may need to raise additional capital if:

	•	we do not enter into agreements with new customers, value-added resellers or distributors for high-resolution imagery in the time frames or on the terms that we anticipate;
	•	we experience net operating deficits because we incur significant unanticipated expenses, such as costs for resolving satellite operational difficulties;
	•	we have to modify all or part of our ground system designs to meet changed or unanticipated market, regulatory or technical requirements;
	•	we decide to increase our value-added product development costs; or

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	•	we decide to further expand the number of satellites we own or to acquire additional imagery distribution rights through licensing arrangements or otherwise.

      If these or other events occur, we cannot assure you that we could raise additional capital on favorable terms or on a timely basis or at all.

      Domestic. Our business generally requires licenses from the U.S. Department of Commerce (“DoC”) and the U.S. Federal Communications Commission (“FCC”). The DoC licenses provide that the U.S. Government can interrupt service during periods of national emergency. Actual or threatened interruptions could adversely affect our ability to market our products abroad. In addition, the DoC has the right to review and approve our agreements with international customers for high-resolution optical imagery. We have received such approval for those of our international customers as are currently operating. However, such reviews could delay or prohibit us from executing new international distributor agreements.

      Our renewal application for an experimental FCC license for OrbView-2 expires in October 2007 and may be revoked for failure to comply with its terms.

      Our application with the FCC for a license to launch and operate OrbView-3 was granted in February 1999 and our applications to operate the associated ground systems were granted in May 1999. These licenses will expire in 10 years.

      International. All satellite systems operating internationally must follow general international regulations and the specific laws of the countries in which satellite imagery is downlinked.

      The FCC has undertaken the International Telecommunication Union coordination process on behalf of OrbView-3. Although no problems have been experienced to date, if the FCC failed to obtain the necessary coordination in a timely manner it could have a material adverse effect on our business, financial condition and results of operations.

      Our customers or distributors are responsible for obtaining local regulatory approval from the governments in the countries in which they do business to receive imagery directly from OrbView-2 and OrbView-3. If these regional distributors are not successful in obtaining the necessary approvals, we will not be able to distribute real time OrbView imagery in those regions. Our inability to offer real time service in a significant number of foreign countries could negatively affect our business. In addition, regulatory provisions in countries where we wish to operate may impose unduly burdensome restrictions on our operations. Our business may also be adversely affected if the national authorities where we plan to operate adopt treaties, regulations or legislation unfavorable to foreign companies.

      Export License. In connection with distributor agreements, we have in the past and may in the future supply our international customers with ground stations that enable these customers to downlink data directly from OrbView-3. Exporting these ground stations may require us to obtain export licenses from the DoC or the U.S. Department of State. If the DoC or the Department of State do not issue these export licenses, or if these licenses are significantly delayed, or if restrictions are imposed on these licenses, our financial condition and results of operations could be materially adversely affected.

      We will rely on foreign regional distributors to market and sell internationally a significant portion of our imagery from OrbView-3. We expect our existing and future foreign regional distributors to act on behalf of, or contract directly with, foreign governments to sell imagery for national security and related purposes. These regional distributors may not have the skill or experience to develop regional commercial markets for our products and services. If we fail to enter into regional distribution agreements on a timely basis or if our foreign regional distributors fail to market and sell our imagery products and services successfully, these

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      We intend to rely on value-added resellers to develop, market and sell our products and services to address certain target markets, including domestic markets. If our value-added resellers fail to develop, market and sell OrbView products and services successfully, this failure would negatively affect our business, financial condition and results of operations, and our ability to service our debt.

      We expect to derive substantial revenues from international sales of products and services. International operations are subject to certain risks, such as:

	•	changes in domestic and foreign governmental regulations and licensing requirements;
	•	deterioration of once-friendly relations between the United States and a particular foreign country;
	•	increases in tariffs and taxes and other trade barriers; and
	•	changes in political and economic stability, including fluctuations in the value of foreign currencies, which may make payment in U.S. dollars more expensive for foreign customers.

      These risks are beyond our control and could have a material adverse effect on our business.

      In the future, upon the occurrence of certain change of control events, we will be required to offer to repurchase all outstanding Senior Notes and Senior Subordinated Notes at a price equal to 100% of the principal amount, plus accrued but unpaid interest thereon. It is possible that we will not have sufficient funds at the time of a change of control to make the required repurchases. If we are not able to make the required repurchases, we would be in default under the Senior Notes and the Senior Subordinated Note indenture.

Selected Financial and Operating Data

      In connection with the emergence from Chapter 11, ORBIMAGE reflected the terms of its Plan of Reorganization in its financial statements in accordance with American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) with respect to financial reporting upon emergence from Chapter 11 (“Fresh-Start accounting”). Upon applying Fresh-Start accounting, a new reporting entity (the Successor Company) is deemed to be created on the Effective Date and the recorded amounts of assets and liabilities are adjusted to reflect their estimated fair values. The reported historical financial statements of the Predecessor Company for the years ended December 31, 2003 and prior generally will not be comparable to those of the Successor Company. In this Form 10, references to the periods ended December 31, 2003 and prior refer to the Predecessor Company, and the financial position as of December 31, 2003 and the periods ended subsequent to December 31, 2003 are reported as Successor Company.

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      The following information should be read in conjunction with the financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Form 10.

(1)	Net of debt discount for the years ended December 31, 1999, 2000 and 2001.

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

      The following discussion and analysis should be read in conjunction with “Selected Financial and Operating Data,” and our audited consolidated financial statements and notes thereto appearing elsewhere herein.

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ORBIMAGE Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

Overview

      ORBIMAGE Inc. (“ORBIMAGE,” the “Company” or the “Successor Company”) operates two satellites that collect, process and distribute digital imagery of the Earth’s surface, atmosphere and weather conditions. In addition to the OrbView-3 and OrbView-2 satellites, our satellite system also includes a U.S. ground system necessary to operate the satellites and to collect, process and distribute imagery from the satellites. We own the OrbView-3 satellite and have a license to operate and control the OrbView-2 satellite that we acquired from Orbital Sciences Corporation (“Orbital Sciences”), our former corporate parent. In addition, we maintain an image processing and production center at our headquarters in Dulles, Virginia, and an advanced image processing and geospatial information technology development and production center in St. Louis, Missouri. We also are exploring the possibility of constructing and operating a next-generation high-resolution imagery satellite, which we have designated OrbView-5.

      Our principal sources of revenue are the sale of satellite imagery to customers and regional distributors, and processing and production of imagery and geospatial information. As our business expands, we plan to also derive revenues from the use of value-added resellers. We have entered into several long-term sales contracts to provide imagery products and, in certain circumstances, we will be entitled to receive contractual payments in advance of product delivery. We will initially record deferred revenue for the total amount of the advance payments under these contracts and recognize revenue over the contractual delivery period.

      Our direct expenses include the costs of operating and depreciating the OrbView-3 satellite, the OrbView-2 license and the related ground systems, as well as construction costs related to distributor-owned ground stations. Labor expenses and depreciation represent the largest component of our direct expenses.

      We have incurred losses from operations since our inception and have generated only limited revenues from the operations of OrbView-2 and our image processing business. We began generating revenues from OrbView-3 in the first quarter of 2004. At the end of the first quarter of 2004, we commenced OrbView-3 operations for the U.S. Government, our largest customer. Our operations in the second and third quarters of 2004 (our first two quarters of full operations) have resulted in average quarterly revenues of $9 million and gross profit near break-even. We anticipate that gross profit would be positive once quarterly revenues exceed $10 million. As discussed in more detail below, in April 2004, NGA announced a request for proposals under its NextView Second Vendor program for a second provider of next generation high-resolution satellite imagery (a competitor received the first NextView award in 2003). Because of the significance of the contract to the future of our industry, we decided to focus on our current operations and actively pursue a NextView contract award, temporarily suspending the active pursuit of potential new customers. On September 30, 2004, NGA announced that the Company had been awarded a contract under this NextView Second Vendor program to construct, launch and operate a new satellite, which we have named OrbView-5. With the NextView effort completed, we are now actively pursuing potential customers, particularly those in foreign markets. As a result, we believe that our revenues and operating profit in future quarters will continue at similar levels that have occurred since the commencement of OrbView-3 operations until new customers are signed up and brought into service, which we anticipate will begin in the second half of 2005.

      Chapter 11 Reorganization. On April 5, 2002, Orbital Imaging Corporation (the “Predecessor Company”), filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”). The Predecessor Company continued business operations as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court.

      On February 11, 2003, the Predecessor Company signed a Settlement Agreement with the Creditors’ Committee and Orbital Sciences to facilitate the Predecessor Company’s emergence from its Chapter 11

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      On September 15, 2003, the Predecessor Company filed its Fourth Amended Plan of Reorganization (the “Plan”) and Fourth Amended Disclosure Statement with the Bankruptcy Court. The Plan was confirmed by the Bankruptcy Court on October 24, 2003. The Successor Company, ORBIMAGE Inc., officially emerged from bankruptcy protection effective December 31, 2003. As part of the final reorganization, on December 31, 2003, all existing notes and shares of capital stock of the Predecessor Company were cancelled. Holders of the Predecessor Company’s old notes and the Predecessor Company’s general unsecured creditors received $50 million in new Senior Subordinated Notes due 2008 and 6 million shares of common stock, representing approximately 99 percent of the outstanding capital stock of ORBIMAGE. Holders of certain debt obligations incurred during the Company’s bankruptcy received approximately $19 million in new Senior Notes due 2008. Additionally, holders of the Company’s Series A Preferred Stock received warrants to purchase up to approximately 319,000 shares of common stock of ORBIMAGE at an exercise price of $28.22 per share.

      In connection with the emergence from Chapter 11, ORBIMAGE reflected the terms of its Plan of Reorganization in its financial statements in accordance with American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) with respect to financial reporting upon emergence from Chapter 11 (“Fresh-Start accounting”). Upon applying Fresh-Start accounting, a new reporting entity (the Successor Company) is deemed to be created on the Effective Date and the recorded amounts of assets and liabilities are adjusted to reflect their estimated fair values. Such fair values represent our best estimates based on independent valuations. These valuations were based on a number of estimates and assumptions which are inherently subject to significant uncertainties and contingencies beyond our control. Accordingly, there can be no assurance that the valuations will be realized, and the actual results could vary significantly. The reported historical financial statements of the Predecessor Company for the years ended December 31, 2003 and prior will not be comparable to those of the Successor Company.

      As of April 5, 2002, the date of the Predecessor Company’s voluntary petition for reorganization under Chapter 11, the Predecessor Company adopted the financial reporting and accounting policies required for companies operating pursuant to Chapter 11 as prescribed in SOP 90-7. In accordance with SOP 90-7, we have classified in the accompanying balance sheet as of December 31, 2002 liabilities subject to compromise separately from those that are not subject to compromise. We have reported revenues, expenses, gains and losses relating to the reorganization separately in the accompanying statement of operations for the years ended December 31, 2003 and 2002, respectively.

      As a general rule, all of the Predecessor Company’s contracts and leases continued in effect in accordance with their terms, unless otherwise ordered by the Bankruptcy Court. The Bankruptcy Court provided the Predecessor Company with the opportunity to reject any executory contracts or unexpired leases that were burdensome or assume any contracts or leases that were favorable or otherwise necessary to its business operations. Certain executory contracts were rejected by the Predecessor Company during the course of the bankruptcy proceedings.

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      NextView Program. The U.S. Government, through the National Geo-Spatial Intelligence Agency (“NGA”), announced in March 2003 that it intended to support the continued development of the commercial satellite imagery industry through subsidies for the engineering, construction and launch of the next generation of imagery satellites by two providers. This program is known as NextView. The first NextView award was made to Digital Globe, a competitor of the Company, in September 2003. The Company made an initial bid for that award as a prime contractor teamed with Ball Aerospace, but withdrew its bid when Ball Aerospace elected to support the Digital Globe bid on an exclusive basis.

      NGA announced a request for proposals from potential second providers in April 2004. The NextView Second Vendor program will allow NGA to have two separate providers of next generation high-resolution satellite imagery, rather than just Digital Globe under the original award. On September 30, 2004, NGA announced that the Company had been awarded a contract under this NextView Second Vendor program. As the winning bidder of the NextView Second Vendor award, we will, as prime contractor, construct a new satellite, which we refer to as OrbView-5. The Company estimates its total project cost (including financing and launch insurance costs) to bring the OrbView-5 satellite into service will be approximately $502 million. Under the NextView contract the Company has with NGA, NGA will support the project with a cost share totaling approximately $237 million spread out over the course of the project and subject to various milestones.

      The Company anticipates the OrbView-5 satellite would be launched and go into service in early 2007. The Company intends to purchase launch insurance and on-orbit insurance to cover the replacement cost of the satellite in the event of a launch failure or if on-orbit anomalies prevent the satellite from being placed into service. The costs of such insurance cannot be determined with specificity at this time, but the Company believes the premium would cost approximately 20 percent of the coverage amount if the insurance market at the time such insurance is purchased is similar to the current market. Once the OrbView-5 satellite is placed into service, the NextView award provides for NGA to purchase imagery from the satellite through September 30, 2008. NGA would have the first right to order images from the satellite, which would utilize slightly more than half of the satellite’s imagery-taking capacity at any given time, with the remainder available for commercial and state and foreign government sales by the Company.

      The Company believes that when it is launched and placed into service, the OrbView-5 satellite will be the most modern, high-capacity, high-resolution commercial imaging satellite in the world. OrbView-5 will be designed for less than 0.5 meter resolution, panchromatic (black and white) images, and less than 2.0 meter resolution, multi-spectral (color) images, with the capability to take images across 700,000 square kilometers of the earth’s surface every day.

      On October 20, 2004, the losing bidder in the competition for the NextView Second Vendor award, a competitor of the Company named New SI LLC, filed a protest of NGA’s award to ORBIMAGE with the U.S. Government Accountability Office (“GAO”). NGA directed ORBIMAGE to continue working under the contract during the protest proceeding. On November 23, 2004, ORBIMAGE received notice from the GAO that it has dismissed the protest.

Industry and Business Considerations

      As a government contractor, we are subject to U.S. Government oversight. The government may inquire about and investigate our business practices and audit our compliance with applicable rules and regulations. The government could make claims against us if the results of such audits or investigations warrant such action. Under government procurement regulations and practices, an indictment of a government contractor could result in that contractor being fined and/or suspended from bidding on or being awarded new government contracts for a period of time or debarment for a period of time. We are not aware of any such audits or investigations against us at this time. We are also exposed to risks associated with U.S. government contracting such as technological uncertainties and obsolescence, and dependence on Congressional appropriation and allotment of funds each year. The nature of our products and services exposes us to certain risks associated with state of the art technologies such as delays, cost growth and product failure.

      The nature of our international business also makes us subject to the export control regulations of the U.S. Department of Commerce. If these regulations are violated, it could result in monetary penalties and

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Critical Accounting Policies

      We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Management bases their estimates and judgments on historical experience and on various other factors. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The following represent what we believe are the critical accounting areas that require the most significant management estimates and judgments.

      Revenue Recognition and Contract Accounting. ORBIMAGE’s principal source of revenue is the sale of satellite imagery to customers, value added resellers and distributors. Such sales often require us to provide imagery over the term of multi-year sales contracts. Accordingly, we recognize revenues on imagery contracts on a straight-line basis over the delivery term of the contract. Deferred revenue is recorded when payments are received in advance of the delivery of imagery.

      A portion of our business is derived from long-term fixed-price contracts with the U.S. Government and commercial customers. Revenue under these contracts is recognized using the percentage of completion method of accounting. Such revenues are recorded based on the percentage of costs incurred in the applicable reporting period as compared to the most recent estimates of costs to complete each project. These incurred costs approximate the output of deliverables to our customers. Estimating future costs and, therefore, revenues and profits, is a process requiring a high degree of management judgment. Management bases its estimate on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Costs to complete include, when appropriate, labor, subcontracting costs and materials, as well as an allocation of indirect costs. Reviews of the status of contracts are performed through periodic contract status and performance reviews. In the event of a change in total estimated contract cost or profit, the cumulative effect of such change is recorded in the period in which the change in estimate occurs.

      Prior to the launch of OrbView-4 in 2001, the Predecessor Company derived a significant amount of its revenues from the construction of ground stations built to downlink imagery directly from OrbView-3 and OrbView-4 to our customers. Our estimates for completion of construction were adversely affected by significant manufacturing delays for both satellites. In 2001, the Predecessor Company recorded a $1.1 million charge to earnings to reflect the effect of these delays on the completion of the ground stations. The Predecessor Company ultimately suspended work on the ground stations due to the launch failure of OrbView-4 in September 2001. Ground station construction activity was restarted after the successful launch of OrbView-3 in June 2003, and was substantially completed in December 2003 without further increases in costs. ORBIMAGE has not incurred any material changes in estimates on its imagery and image processing contracts with the U.S. Government.

      Certain of our contracts with NGA consist of multiple elements. For contracts consisting of multiple elements, we identify these elements and consider whether the delivered item(s) has value to the customer on a standalone basis, whether there is objective and reliable evidence of the fair value of the undelivered item(s) and, if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We evaluate such contracts to ensure that, for purposes of determining standalone value, performance of any one element of the contract is not directly contingent on performance of the other contract elements. Revenue recognition may be impacted if nonperformance of one contract element causes the customer to terminate the other element(s). Such contracts are also subject to, among other things, termination rights, refunds of payments due to unsatisfactory performance and uncertainty regarding availability of future funding.

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      Receivables. A significant amount of judgment is required by management in estimating the reserves required for receivables that are potentially uncollectible. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customer’s current credit worthiness, as determined by our review of their current credit information. We regularly monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. If collection of the receivable is not reasonably assured at the time services are performed, we do not initially record the revenue, but rather record an allowance for customer credits to offset the receivable. If there is a change in the customer’s financial status or the receivable is collected, revenue is recorded at that time. While such credit losses described above have historically been within our expectations and the provisions established, we cannot guarantee that we will experience the same credit loss rates that we have estimated or historically experienced. As such, additional charges could be incurred in the future to reflect differences between estimated and actual collections.

      Long-Lived Assets. In assessing the recoverability of our satellites, fixed assets and other long-lived assets, we evaluate the recoverability of those assets in accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This Statement requires that certain long-lived fixed assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Changes in estimates of future cash flows could result in a write-down of the asset in a future period. Estimated future cash flows could be impacted by, among other things, changes in estimates of the useful lives of the assets (e.g., degradation in the quality of images downloaded from the satellite), changes in estimates of our ability to operate the assets at expected levels (e.g., due to intermittent loss of satellite transmissions) and by the loss of one or several significant customer contracts.

      Goodwill. We evaluate the carrying value of goodwill on an annual basis in the fourth quarter of each year and when events and circumstances warrant such a review in accordance with SFAS 142, “Goodwill and Other Intangible Assets.” SFAS 142 requires the use of fair value in determining the amount of impairment, if any, for recorded goodwill. In assessing the recoverability of goodwill and other intangibles, we must make assumptions regarding the estimated future cash flows and other factors (such as changes in discount rates, changes and updates to our five-year business plan and industry projections and analyses) to determine the fair value of the respective assets. Estimates of future cash flows may be affected by such factors as the reporting unit’s past performance in providing products and services, the status of contract funding and the existence of options to extend the contract and the probability of exercising such options. Should the fair value of the reporting unit exceed its carrying amount, we would then allocate the calculated fair value to the assets and liabilities of the reporting unit (including goodwill). Any calculated impairment loss would be recognized if the carrying amount of goodwill exceeds the implied fair value. If and when these circumstances or their related assumptions change in the future, the Company may be required to record impairment charges for these assets. An impairment test was performed on recorded goodwill and it was determined that no impairment existed at December 31, 2003 and 2002. Additionally, we recorded $28.5 million of goodwill based on an independent enterprise valuation as part of the Fresh-Start accounting.

Results of Operations

      As discussed above, the Company emerged from bankruptcy protection and adopted fresh-start accounting effective December 31, 2003. References to “Predecessor Company” refer to the Company prior to December 31, 2003. References to “Successor Company” refer to the Company on and after December 31, 2003, after giving effect to the cancellation of the then-existing common stock and the issuance of new securities in accordance with the Plan of Reorganization and application of fresh-start reporting. As a result of the fresh-start reporting, the Successor Company’s financial statements are not comparable with the Predecessor Company’s financial statements.

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      Revenues. Revenues for the nine months ended September 30, 2004 were approximately $20.7 million, a significant increase compared to $4.1 million in the same period in 2003. The increase in 2004 revenues was primarily due to the commencement of OrbView-3 operations for the U.S. Government and our major international customers. Revenues generated from OrbView-3 products and services were approximately $14.5 million in 2004.

      Revenues for the years ended December 31, 2003, 2002 and 2001 were $9.2 million, $15.6 million and $18.8 million, respectively. Revenues for 2003 decreased by approximately $6.3 million, or 41 percent, as compared to 2002 due to the conclusion in October 2002 of a five-year, $43 million contract with the National Aeronautics and Space Administration (“NASA”) to provide OrbView-2 imagery. The Predecessor Company recognized revenues of $7.4 million under this contract in 2002. Upon conclusion of this contract, the Predecessor Company signed a new contract with NASA to provide OrbView-2 imagery in 2003 for $1.1 million. This contract expired in December 2003, but was extended by both parties to December 2004 under the same terms and conditions. The Predecessor Company also recognized $2.8 million of lower revenues in 2003 from image processing activities as compared to the prior year due to delays in U.S. Government contract awards. These decreases were offset by approximately $3.4 million of 2003 revenues associated with the completion of the construction of a ground station for our regional distributor in Japan after the successful launch of the OrbView-3 satellite. Revenues for 2002 decreased by $3.2 million, or 17 percent, as compared to 2001 primarily due to the absence of a full year of revenues recognized in 2002 on the aforementioned NASA contract and because of the interruption of work on long-term construction contracts for ground stations as a result of the OrbView-4 satellite launch failure in September 2001.

      In February 2004, the OrbView-3 satellite commenced regular operations for its regional distributor in Japan. In March 2004, we were awarded a contract to supply the National Geospatial-Intelligence Agency (“NGA”) with imagery and value-added products from the OrbView-3 satellite. NGA’s ClearView award provides us with guaranteed minimum revenues of $27.5 million over two years, of which approximately $10.5 million and $12 million represent minimum commitments to purchase imagery in years one and two, respectively. The contract also provides for NGA to reimburse approximately $5 million for infrastructure costs we incurred to provide the required imagery. In June 2004, we received a task order to provide $6.4 million of production services to NGA under the ClearView program during the first year of the contract.

      Direct Expenses. Direct expenses include the costs of operating and depreciating the OrbView-2 license and the related ground stations and construction costs related to the OrbView-3 distributor-owned ground stations. Direct expenses for the nine months ended September 30, 2004 were approximately $25.0 million, a significant increase from 2003 direct expenses of $5.4 million. In the first quarter of 2004, we commenced recording depreciation expense on the OrbView-3 satellite and related ground station assets. Total depreciation expense recorded for these assets in the first nine months of 2004 was approximately $13.6 million. Of the remaining increase in 2004 to direct expenses, approximately $3.0 million resulted principally from increased staffing requirements in connection with the commencement of service to our OrbView-3 customers in the U.S and overseas and $2.5 million resulted from increases in materials and other direct costs associated with OrbView-3 operations that commenced in 2004.

      Direct expenses for the years ended December 31, 2003, 2002 and 2001 were $10.7 million, $10.5 million and $17.3 million, respectively. Direct expenses for 2003 increased by $0.2 million, or two percent, from the comparable 2002 amount. Increased costs from subcontractor activities associated with the completion of a ground station construction contract of $2.7 million and increased costs resulting from the commencement of OrbView-3 operations of $1.1 million were offset by reduced depreciation expense of $2.7 million resulting from the write-down of the value of the OrbView-2 satellite and from a reduction in imagery production activities of $1.1 million. This write down was taken in 2002 because of the decrease in OrbView-2 revenues derived from the NASA contract. Direct expenses in 2002 decreased by $6.8 million, or 39 percent, as compared to 2001. This decrease resulted from lower depreciation expense in 2002 due to an impairment charge taken on the OrbView-2 satellite and related ground station assets in 2001, which lowered 2002 depreciation expense by approximately $4.4 million. The remaining decrease consisted of a $1.3 million decrease in costs incurred in 2002 and a charge of $1.1 million associated with the interruption of construction on the ground station construction projects resulting from the September 2001 OrbView-4 launch failure.

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      Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses include the costs of marketing, advertising, promotion and other selling expenses, as well as the costs of the finance, administrative and general management functions of ORBIMAGE. SG&A expenses were approximately $7.1 million for the nine months ended September 30, 2004, which is more than double the $3.3 million recorded for the 2003 period. Approximately $2.0 million of this variance resulted from the amortization of deferred compensation associated with stock awards granted to employees. The remaining variance consisted of an increase in labor costs of $0.8 million and an increase of $0.9 million resulting from expenses associated with the commencement of OrbView-3 business operations in 2004.

      SG&A expenses for the years ended December 31, 2003, 2002 and 2001 were $4.7 million, $4.1 million and $9.5 million, respectively. SG&A expenses increased in 2003 by $0.6 million, or 15 percent, as compared to 2002 as a result of increased OrbView-3 sales and marketing activities after the successful launch. SG&A expenses in 2002 decreased by $5.4 million, or 57 percent, as compared to 2001. Effective April 5, 2002, the date the Predecessor Company filed for bankruptcy protection, the Predecessor Company classified legal and advisors fees incurred for restructuring activities as reorganization items in accordance with SOP 90-7. Legal and advisor fees incurred prior to that date were classified as SG&A expenses. In 2001, the Predecessor Company incurred approximately $4.2 million of legal and advisors fees. The remaining decrease resulted principally from the implementation of cost reduction activities after the OrbView-4 launch failure, including labor related reductions of $0.4 million.

      System Depreciation. Depreciation of the capitalized costs begins when the satellites and related ground systems are placed into service. Depreciation and amortization are recognized using the straight-line method. We are amortizing the cost of the OrbView-2 license over the seven and one-half year design life of the OrbView-2 satellite which will end in the second quarter of 2005. We began depreciating the cost of OrbView-3 over its five-year design life in February 2004 when we commenced OrbView-3 business operations. We depreciate the ground systems assets over the estimated lives of the related satellite assets. Total annual depreciation for the OrbView-3 system is approximately $20.2 million.

      Asset Losses and Impairment Charges. On September 12, 2003, the Predecessor Company signed a settlement agreement with MDA concerning its remaining marketing rights in the long-delayed Canadian RadarSat-2 satellite program. The Predecessor Company had originally paid $30 million to MDA to acquire an exclusive territorial license to distribute and sell RadarSat-2 imagery in North America (except Canada), and was obligated to pay an additional $10 million to MDA as final payment prior to the Chapter 11 filing. Under the terms of the settlement agreement, the Predecessor Company received $10 million from MDA on October 1, 2003 and $1 million on October 1, 2004 and will receive an additional payment of $1 million on October 1, 2005. If MDA were to default in making such payment, interest would accrue on the unpaid principal amount at the default rate of 18 percent per annum compounded quarterly. In exchange, the Predecessor Company agreed to end its dispute with MDA and return its limited licenses in RadarSat-2 back to MDA, the prime contractor for the program. The Predecessor Company recorded a loss on the sale of the RadarSat-2 Territorial License of $18.2 million in 2003.

      In 2002, due to the continued effect of terrorism activities on Federal funding for scientific imagery applications, the Predecessor Company evaluated the recoverability of the OrbView-2 satellite pursuant to Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Accordingly, the carrying value of the satellite and related ground station assets were adjusted to their most likely estimated fair values based on anticipated future discounted cash flows, resulting in a non-cash impairment charge of $5.1 million for the year ended December 31, 2002.

      On September 21, 2001, the OrbView-4 satellite suffered a launch failure and did not achieve its intended orbit. Accordingly, the Predecessor Company wrote off the value of OrbView-4 as well as the portion of the ground station assets that were directly related to the operation of OrbView-4. The Predecessor Company wrote off $144.2 million for OrbView-4 and an additional $10.5 million for the related ground station assets. These losses were offset by proceeds from insurance of $63.1 million. The Predecessor Company had purchased insurance coverage for the combined risk of launch, satellite checkout and on-orbit satellite operations with respect to OrbView-4 prior to launch. Also in 2001, due to continued delays in the completion

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      Interest Expense, net. We recorded net interest expense of approximately $7.5 million during the nine months ended September 30, 2004, which represents interest incurred on the Senior Notes and Senior Subordinated Notes. Both the Senior Notes and the Senior Subordinated Notes initially bear interest payable in kind at an annual rate of 13.625% through December 31, 2004. Beginning on January 1, 2005, the Senior Notes and Senior Subordinated Notes shall bear interest at an annual rate of 11.625%, payable in cash on a semiannual basis. Interest payable in kind on the Senior Notes and Senior Subordinated Notes is expected to be approximately $10.6 million in 2004. The Predecessor Company recognized interest expense of $0.6 million for the nine months ended September 30, 2003, which represented interest expense on debt incurred for the purchase of insurance coverage for the combined risk of launch, satellite checkout and on-orbit satellite operations with respect to OrbView-3. This insurance loan is discussed in detail in the Liquidity and Capital Resources section below. The total amount borrowed was approximately $17.8 million. Interest accrued on the Insurance Loan at an annual rate of 13.625% and was added to the principal balance. The Predecessor Company did not recognize interest on its Senior Notes because it was operating under bankruptcy protection. Contractual interest expense for the Predecessor Company was $20.2 million for the nine months ended September 31, 2003.

      The Predecessor Company recorded net interest expense of $1.3 million, $8.1 million, and $30.9 million for the years ended December 31, 2003, 2002 and 2001, respectively. Net interest expense was incurred by the Predecessor Company in 2003 with respect to debt incurred to purchase insurance coverage for the combined risk of launch, satellite checkout and on-orbit satellite operations with respect to OrbView-3 as discussed above. This loan was converted to New Senior Notes on the effective date of the emergence from Chapter 11. Net interest expense in 2002 and 2001 represent interest obligations incurred under the Predecessor Company’s Senior Notes. The Predecessor Company ceased recognizing interest expense on April 5, 2002, the date the Predecessor Company filed under Chapter 11. If the Predecessor Company had recorded interest expense during the Chapter 11 period, interest expense for the years ended December 31, 2003 and 2002 would have increased by approximately $28.0 million and $22.0 million, respectively.

      Reorganization Items. In accordance with SOP 90-7, reorganization items have been segregated from continuing operations in the Statement of Operations. The largest component of reorganization items for 2003 is a gain of $104.8 million that was recorded on the discharge of the Predecessor Company’s old Senior Notes as discussed above. Reorganization items incurred during 2003 and 2002 also legal and advisory fees incurred in conjunction with the Chapter 11 process of $6.1 million and $7.2 million, respectively.

      Benefit for Income Taxes. No income tax benefit was recorded for the nine months ended September 30, 2004 and 2003 and for the years ended December 31, 2003, 2002 and 2001 due to uncertainty regarding sufficiency of taxable income in future periods. As of December 31, 2003, we had net operating loss carryforwards totaling approximately $132 million, which expire beginning in 2021. Such net operating loss carryforwards are subject to certain limitations and other restrictions.

      Backlog. Total negotiated backlog was $276.5 million at September 30, 2004 and $55.4 million at December 31, 2003. This amount included both funded backlog (unfilled firm orders for our products and services for which funding has been both authorized and appropriated by the customer) and unfunded backlog (firm orders for which funding has not yet been appropriated). The contracts are generally for terms of up to four years, and the customers have options to renew. Negotiated backlog does not include unexercised options or task orders to be issued under indefinite-delivery/indefinite quantity (“IDIQ”) type contracts. Total funded backlog was $40.8 million at September 30, 2004 and $33.2 million at December 31, 2003. The increase in backlog during 2004 resulted from the award by NGA of the ClearView imagery and value-added products contract and the NextView Second Vendor contract discussed above.

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Liquidity and Cash Flows

      Net cash used for operating activities was approximately $0.6 million and $3.7 million during the nine months ended September 30, 2004 and 2003, respectively. The decrease in cash used in operating activities is primarily attributable to the generation of cash resulting from the commencement of OrbView-3 operations in 2004 and from payments made in 2003 to professional advisors in connection with the Predecessor Company’s restructuring activities of $2.7 million.

      Net cash used for operating activities was $3.0 million in 2003, $5.1 million in 2002 and $1.7 million in 2001. Net loss, after adjustments for non-cash items such as depreciation, amortization, impairment charges and the gain on debt extinguishment, was $10.2 million in 2003, $7.8 million in 2002 and $25.2 million in 2001. Changes in working capital provided cash of $5.8 million in 2003, $2.7 million in 2002 and $23.5 million in 2001. In 2003, the most significant source of operating cash was an $8.5 million payment received for completion of the distributor ground station in Japan. In 2002, the Predecessor Company used $34.3 million of restricted cash from insurance proceeds to repay accrued interest to the Predecessor Company’s senior note holders. The largest working capital change in 2001 was the accrual of interest on the senior notes.

      Investing activities used cash of approximately $1.1 million and $18.0 million for the nine months ended September 30, 2004 and 2003, respectively. Most of the 2004 expenditures represent internal salary and related costs as well as external costs associated with the in-orbit checkout of OrbView-3 and related systems. In 2003, the Predecessor Company used $21.4 million for capital expenditures, $15.6 million of which was used to purchase launch insurance for OrbView-3. Offsetting those expenditures was the receipt of $2.0 million of launch delay penalties paid to the Predecessor Company by Orbital Sciences as a result of delays in launch and check-out of the OrbView-3 satellite.

      Investing activities used cash of approximately $9.1 million in 2003 and $2.0 million in 2002 and provided cash of $10.9 million in 2001. In 2003, the Predecessor Company used $21.4 million for capital expenditures, $15.6 million of which was used to purchase launch insurance for OrbView-3. Offsetting those expenditures was the receipt of $10 million from MDA for the sale of the territorial license to distribute and sell RadarSat-2 imagery and $2.3 million of launch delay payments paid to the Predecessor Company by Orbital Sciences as a result of delays in launch and check-out of the OrbView-3 satellite. In 2001, the Predecessor Company made capital expenditures of $22.9 million, of which $18.5 million represented capitalized launch insurance premiums for OrbView-4. These expenditures were more than offset by the receipt of $28.8 million of insurance proceeds from the OrbView-4 launch failure and from $5 million of launch delay payments from Orbital. ORBIMAGE expects to spend approximately $1.5 million on capital expenditures through the end of 2004 for infrastructure work related to performance on existing contracts. In addition, under our existing contract with Orbital Sciences, we could be obligated to spend up to $5 million in on-orbit incentives for OrbView-3 payable over a four-year period beginning in 2005.

      ORBIMAGE neither received nor used cash for financing activities during the first nine months of 2004. Net cash provided by financing activities for the Predecessor Company was $20.2 million during the first nine months of 2003. This amount consists of $17.7 million of loan proceeds that were used to procure launch insurance for OrbView-3 and $2.5 million of proceeds loaned by Orbital Sciences to the Predecessor Company.

      Net cash provided by financing activities was $21.6 million in 2003. This amount consists of $19.1 million of loan proceeds that were used to procure launch insurance for OrbView-3 and $2.5 million of proceeds loaned by Orbital Sciences to the Predecessor Company. The insurance loan was converted into ORBIMAGE Senior Notes and the Orbital Sciences loan was converted into Successor Company Senior Subordinated Notes upon emergence from bankruptcy. The Predecessor Company neither received nor used cash for financing activities during 2002 or 2001.

      Our operations are subject to certain risks and uncertainties that are inherent in the remote sensing industry. We have incurred losses since inception, and we believe that we will continue to do so through the first year of OrbView-3 operations. As of September 30, 2004 and December 31, 2003, we had $12.8 million and $14.4 million, respectively, of unrestricted cash and cash equivalents. In addition, in connection with the

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Capital Structure and Resources

      At September 30, 2004 and December 31, 2003, our total long-term debt amounted to $82.2 million and $73.1 million, respectively. On the Effective Date of our emergence from bankruptcy protection, holders of the Predecessor Company’s senior notes and the Predecessor Company’s qualified general unsecured creditors received $50 million of the Successor Company’s new Senior Subordinated Notes. In addition, Orbital Sciences received $2.5 million of Senior Subordinated Notes in full satisfaction of its claims, and certain other parties received approximately $1.5 million of Senior Subordinated Notes in exchange for advisory and other services. Each holder of the Predecessor Company’s Insurance Loan received, in full satisfaction of its Insurance Loan claim, its pro rata share of the Successor Company’s new Senior Notes totaling approximately $19.1 million. The Senior Notes rank senior to the Senior Subordinated Notes.

      Both the Senior Notes and the Senior Subordinated Notes accrue interest at the rate of 13.625 percent per annum, payable only in kind, on a semiannual basis through December 31, 2004. Thereafter, interest is payable in cash on a semiannual basis in arrears at the rate of 11.625 percent per annum, with such payments commencing on June 30, 2005. All cash on hand in excess of $15 million at June 30, 2004 and $45 million at December 31, 2004 (after cash required for operations, capital expenditures and required debt service) and all cash on hand in excess of $45 million semiannually thereafter (after cash required for operations, capital expenditures and required debt service) will be required to be used first to repurchase the Senior Notes, then to repurchase up to 50 percent of the Senior Subordinated Notes. Interest payable in kind is expected to be approximately $10 million in 2004. Thereafter, annual interest payable in cash, assuming no repurchase of any portion of Senior Notes or Senior Subordinated Notes, would be approximately $9.7 million.

      Both the Senior Notes and the Senior Subordinated Notes contain certain restrictive covenants that restrict certain payments, capital expenditures, limitations on issuance of debt, transfers, and asset sales. The Senior Notes and the Senior Subordinated Notes both mature on June 30, 2008 and can be prepaid in full at any time without penalty.

      The Senior Note agreement contains a covenant requiring us to maintain an on-orbit insurance policy for as long as the Senior Notes remain outstanding (the “Continuing Insurance”). The Continuing Insurance will be for a coverage amount equal to the lesser of $50 million or the maximum amount available to be underwritten in the insurance market.

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      At December 31, 2003, we had contractual commitments to repay debt and to make payments under operating leases. Payments due under these long-term obligations and commitments are as follows:

      Under the Plan of Reorganization as confirmed by the Bankruptcy Court, all of the existing preferred stock, common stock and any options and warrants outstanding were cancelled as of the effective date of the reorganization. The capital stock of the Successor Company consists of 25,000,000 authorized shares of new common stock. Holders of the Predecessor Company senior notes and the general unsecured creditors received a pro-rata distribution of 6,000,000 shares of the Successor Company common stock on the Effective Date. These shares currently trade publicly in the over-the counter markets. Another 0.4 million shares of restricted stock have been issued as employee compensation since emergence from Chapter 11. These shares will vest over periods ranging from one to three years. The Predecessor Company’s outstanding preferred stock and outstanding warrants were cancelled as of the Effective Date. Holders of the Series A preferred stock were issued a pro-rata share of warrants to purchase up to 318,947 shares of Successor Company common stock at $28.22 per share. These warrants expire on December 31, 2007. These warrants were valued by the Successor Company at $2.04 per share.

      The Company’s performance under the NextView Contract will require significant capital expenditures to develop, manufacture and launch the OrbView-5 satellite. In order to fund its operations and obligations under the NextView Contract, the Company will need to raise approximately $265 million over a period of approximately two and one half years, which it intends to raise through a combination of (i) an issuance and sale of units composed of an aggregate of 6.5 million shares of common stock and 6.5 million new warrants for a price of $10 per unit totalling $65 million, which would be raised through a combination of a private offering and a rights offering to its existing stockholders, (ii) an issuance of $155 million of additional senior subordinated indebtedness that will rank no higher than pari passu with, and will not have any scheduled amortization or a maturity date prior to the scheduled maturity of, the existing Senior Subordinated Notes of the Company, and (iii) cash flow generated by the Company’s existing business in the amount of approximately $45 million. The first portion of this funding was raised in a private placement which closed on November 16, 2004, in which the Company issued 3.25 million shares of common stock and warrants to purchase 4.25 million shares of common stock for a purchase price of $10 per share. At the closing of the private placement, the Company received $32.5 million in gross proceeds.

      ORBIMAGE has received commitments from investors to fund the $155 million in aggregate principal amount of additional senior subordinated indebtedness in conjunction with the NextView Second Vendor program. The Company paid to the parties who committed to the additional senior subordinated indebtedness a commitment fee equal to 100 basis points in cash for the total aggregate principal to which their commitments relate plus a pro rata share of 155,000 shares. Additionally, if the commitments have not been refinanced by three months and six months from contract execution, the Company will pay such parties additional commitment fees in cash, equal to 50 basis points and 100 basis points, respectively.

      At September 30, 2004 the Company had received consents from the holders of its Senior Subordinated Notes and the holders of its Senior Notes due 2008 that permit the Company to use up to $45 million of its cash flow from existing operations toward project costs for the OrbView-5 satellite. The consenting holders who held notes on the record date of July 29, 2004 received a consent fee in additional notes equal to 200 basis points on the principal amount of the notes to which the holders’ consents relate. Pursuant to the consents received from the noteholders, the Senior Subordinated Notes and the Senior Notes will not be callable by the Company until January 1, 2007.

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      The Company has modified certain provisions of its indenture governing its Senior Subordinated Notes and the note and security agreement governing its Senior Notes to allow the Company to perform its obligations under the NextView contract.

Qualitative and Quantitative Disclosure of Market Risk

      Our primary exposure to market risk relates to interest rates. Our financial instruments which are subject to interest rate risk principally are limited to fixed rate long-term debt. Our long-term debt can be prepaid in full at any time without penalty. We do not believe that our debt securities are subject to significant market risk.

Properties

      ORBIMAGE currently subleases approximately 24,000 square feet of office and operations space in Dulles, Virginia, from Orbital Sciences Corporation. This space includes our principal executive offices. The sublease will expire in April 2005. The current annual rent is approximately $480,000. We are currently in discussions with the owner of the building to enter into a lease for this space which will replace the current sublease with Orbital Sciences.

      We also lease approximately 16,000 square feet of office and operations space in St. Louis, Missouri. The lease will expire on March 31, 2009. The current annual rent is approximately $265,000.

      The following table shows the beneficial ownership of shares of common stock of ORBIMAGE as of the date of this Form 10 by (i) each director of ORBIMAGE; (ii) the Chief Executive Officer and the four other most highly compensated executive officers of ORBIMAGE for the year ended December 31, 2003; (iii) all

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      As of the date of this Form 10, there are 9,916,417 shares of common stock outstanding.

	*	Unless otherwise indicated, the address is c/o ORBIMAGE Inc., 21700 Atlantic Boulevard, Dulles, Virginia 20166.

	(1)	Total includes (i) 275,454 shares of restricted stock granted on December 31, 2003 pursuant to Mr. O’Connell’s employment agreement, of which, 45,909 vested on June 30, 2004, 137,727 vested on January 3, 2005 and 91,818 will vest on January 3, 2006, (ii) 7,085 shares of restricted stock granted as the stock portion of Mr. O’Connell’s 2003 bonus, which will vest on June 30, 2005 and (iii) 9,061 options to purchase common stock, which vested on December 31, 2004. To the extent we pay dividends on our shares of common stock, Mr. O’Connell will be entitled to dividends only on the shares which are then vested.
	(2)	Total includes (i) 434 shares of restricted stock granted as the stock portion of Mr. Demitry’s 2003 bonus, which will vest on June 30, 2005, (ii) 6,504 shares of restricted stock granted on July 1, 2004, 2,168 shares of which vest on each of December 31, 2004, 2005 and 2006, and (iii) 4,806 options to purchase common stock, which vested on December 31, 2004.
	(3)	Total includes (i) 370 shares of restricted stock granted as the stock portion of Mr. Fox’s 2003 bonus, which will vest on June 30, 2005, (ii) 5,549 shares of restricted stock granted on July 1, 2004, 1,850 shares of which vest on each of December 31, 2004 and 2005 and 1,849 shares of which will vest on December 31, 2006, and (iii) 4,806 options to purchase common stock, which vested on December 31, 2004.
	(4)	Total includes (i) 1,117 shares of restricted stock granted as the stock portion of Mr. Puckorius’s 2003 bonus, which will vest on June 30, 2005, (ii) 8,502 shares of restricted stock granted on July 1, 2004,

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	(5)	Each of the non-employee directors received a grant of 5,000 shares of restricted stock which vest 1,000 shares per year on each July 1, beginning July 1, 2004.
	(6)	Includes 15,472 options to purchase common stock issued to executive officers (other than Messrs. O’Connell, Demitry, Fox and Puckorius).
	(7)	Based upon information available to us through the bankruptcy process, we believe the listed entities are the only beneficial holders of 5% or more of our common stock. However, because most of our common stock is held through a global security and traded through the Depository Trust Company book entry system, we cannot be sure that no other holders so qualify or that we are correct about the entity listed in the table. Once this registration statement becomes effective and holders are subject to the reporting requirements of Sections 13 and 16 under the Securities Exchange Act of 1934, we will have access to more reliable information.
	(8)	Address is Third Floor, Bishop’s Square, Redmond’s Hill, Dublin 2, Ireland.
	(9)	Based on information provided to the Company by Harbert on December 13, 2004.

(10)	Address is 910 Sylvan Avenue, Englewood Cliffs, NJ 07632.
(11)	Based on information provided to the Company by such beneficial owner, as adjusted to give effect to (i) the additional issuance of shares in a private placement on November 16, 2004 and (ii) an additional issuance of shares as consideration for such beneficial owner’s commitment to purchase additional debt securities of the Company in the future.
(12)	Address is c/o GMAC Investment Funds Trust, 757 5th Avenue, New York, NY 10153.
(13)	Based on information provided in connection with our bankruptcy proceeding, we believe on December 31, 2003 in connection with our plan of reorganization, the named entity received beneficial interests in approximately this number of shares based upon the size of their claims in our bankruptcy.
(14)	Consists of Putnam Asset Allocation: Growth Portfolio, Putnam Managed High Yield Trust, Putnam Variable Trust: Putnam VT High Yield Fund, Putnam High Income Opportunities Trust, Putnam High Income Bond Fund, Putnam Master Income Trust, Putnam Premier Income Trust, Putnam Diversified Income Trust, Putnam Master Intermediate Income Trust, Putnam Variable Trust: Putnam VT Diversified Income Fund, Putnam Asset Allocation: Conservative Portfolio, Putnam High Yield Trust, Putnam High Yield Advantage (private placement), Putnam High Yield Trust (private placement), Putnam Variable Trust: Putnam VT Diversified Income Fund (private placement) and Putnam Diversified Income Trust (private placement). Address for all entities is 1 Post Office Square, Boston, MA 02109.
(15)	Based on information provided in connection with our bankruptcy proceeding, we believe on December 31, 2003 in connection with our plan of reorganization, the following entities received beneficial interests in approximately the indicated number of shares based upon the size of their claims in our bankruptcy: Putnam Asset Allocation: Growth Portfolio, 11,059 shares; Putnam Managed High Yield Trust, 5,329 shares; Putnam Variable Trust: Putnam VT High Yield Fund, 53,028 shares; Putnam High Income Opportunities Trust, 2,398 shares; Putnam High Income Bond Fund, 2,665 shares; Putnam Master Income Trust, 10,392 shares; Putnam Premier Income Trust, 26,381 shares; Putnam Diversified Income Trust, 116,981 shares; Putnam Master Intermediate Income Trust, 16,521 shares; Putnam Variable Trust: Putnam VT Diversified Income Fund, 13,324 shares; Putnam Asset Allocation: Conservative Portfolio, 2,665 shares; Putnam High Yield Trust, 11,725 shares; Putnam High Yield Advantage (private placement), 138,032 shares; Putnam High Yield Trust (private placement), 209,393 shares; Putnam Variable Trust: Putnam VT Diversified Income Fund (private placement), 1,599 shares; and Putnam Diversified Income Trust (private placement), 1,599 shares.
(16)	Address is 11 Madison Avenue, New York, NY 10010.

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General (Ret.) James A. Abrahamson

      General Abrahamson has been a member of the board since April 1998. General Abrahamson currently serves as Chairman and Chief Executive Officer of StratCom, LLC and Sky Sentry LLC. From 1992 to 1995, he served as Chairman of Oracle Corporation. He served as Executive Vice President for Corporate Development for Hughes Aircraft Company from October 1989 to April 1992 and President of the Transportation Sector for Hughes Aircraft Company from April 1992 to September 1992. General Abrahamson directed the Strategic Defense Initiative from April 1984 until he retired from the Air Force in January 1989 at the rank of Lieutenant General. He also directed the development of the F-16 Multi-National Fighter and served as NASA Associate Administrator for Space Flight, managing NASA’s space shuttle from its first flight through ten safe and successful missions.

Joseph M. Ahearn

      Joseph M. Ahearn is a Partner of Pilgrim Advisors in White Plains, New York. He has also served as President and CEO of Toy Biz Inc., Managing Director of Tot Funding, Inc., and as a Partner of GDL Management, Inc. Mr. Ahearn also serves as director of LaRoche Industries and Hedstrom Corporation. Mr. Ahearn was a member of the firm of Touche Ross & Co. from 1981 to 1987 and Arthur Andersen & Co. from 1976 to 1980.

      Mr. Ahearn serves as Chairman of the Audit Committee.

Talton R. Embry

      Talton R. Embry has been Chairman of Magten Asset Management Corp. since 1978. Mr. Embry was chairman of the Official Committee of Unsecured Creditors in our bankruptcy proceeding from April 2002 until July 2003. Mr. Embry is a director of First Union Real Estate Equity and Mortgage Investments and National Patent Development. He was formerly co-chairman and a director of Revco Drug Stores (now CVS Corp). He has been a director of Anacomp, BDK Holdings, Capsure Holdings (now CNA Surety), Combined Broadcasting, Salant, Texscan, Thermadyne, Varco International, and Westpoint Stevens.

      Mr. Embry is a member of the Audit Committee and the Compensation Committee.

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Lawrence A. Hough

      Lawrence A. Hough is Chairman of Stuart Mill Capital, Inc. Mr. Hough previously served as Co-chairman and Chief Executive Officer of SatoTravel, President and Chief Executive Officer of Sallie Mae, Chief Financial Officer of Hufcor and served in the United States Navy as a Lieutenant. Mr. Hough is also a director of SynXis Corporation, Versura, Inc., Community Foundations of America and a trustee of the Levine School of Music and the Shakespeare Theatre.

      Mr. Hough is a member of the Audit Committee.

Matthew M. O’Connell

      Matt O’Connell is the Chief Executive Officer and President of ORBIMAGE and he also serves on the board of directors. Mr. O’Connell served as Acting CEO of our predecessor company from October 2001 after which he served as CEO. Mr. O’Connell was a Managing Director at Crest Advisors, a New York based private investment bank that invests in and advises middle-market companies, especially in the media and communications industries. Mr. O’Connell has over twenty years of experience in communications management and finance. Prior to joining Crest, Mr. O’Connell was Senior Vice President, Legal and Business Affairs for Sony Worldwide Networks, a division of Sony Corporation specializing in radio and Internet programming. Before working at Sony, he served as Senior Vice President and General Counsel of Osborn Communications Corporation, a publicly traded radio and television station operator. Prior to his tenure at Osborn, Mr. O’Connell was the Assistant General Counsel at Cablevision Systems Corporation, where he was responsible for acquisitions and finance, including the company’s initial public offering. Mr. O’Connell began his career as a lawyer on Wall Street, specializing in mergers and acquisitions and corporate finance. Mr. O’Connell earned his Juris Doctor in Law from the University of Virginia and a BA from Trinity College, where he was elected to Phi Beta Kappa.

John W. Pitts

      John W. Pitts presently serves as President and Managing Member of JWPITTS LLC. Previously he held the position of Corporate Director of Schwartz Electro-Optics, Inc, President and Chief Executive Officer of Reflectone, Inc., President and General Manager of Systems Research Laboratories, Inc. and Senior Vice President, Calspan-SRL Corporation.

      Mr. Pitts serves as Chairman of the Compensation Committee.

William W. Sprague

      William Sprague has been a member of the Board since 1997. A Managing Director at Sandors Morris Harris, where he manages the investment banking division, Mr. Sprague was the founder and President of Crest Communications Holdings LLC, and its affiliate, Crest Advisors LLC, a private investment bank that invested in and advised middle-market companies, especially in the media and communications industries. Crest Communications Holdings LLC held Series A Preferred Stock in our predecessor company and received warrants as parts of our restructuring, which it sold. From 1989 to 1996, Mr. Sprague served in various positions at Smith Barney, Inc., including as a Managing Director and head of the Media and Telecommunications Group, as co-head of the Mergers and Acquisitions Group and as a senior member of Smith Barney Inc.’s high yield group. From 1985 to 1989, Mr. Sprague was a Vice President at Kidder Peabody & Co. Incorporated in the High Yield/ Merchant Banking Group.

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Audit Committee Financial Expert

      Each director serves from the date of his election or appointment to the Board until the next annual meeting of shareholders and until his successor is duly elected and qualified. The Board has determined that the Chairman of the Audit Committee, Mr. Ahearn, qualifies as an “audit committee financial expert” as defined in rules adopted by the SEC. The Board has also determined that Mr. Ahearn, and the other members of the Audit Committee, are independent of management, as required by the rules of the SEC.

Executive Officers who are not Directors

      The following table lists our executive officers who are not Directors as of the date of this Registration Statement.

William Schuster

      William Schuster joined us in his current position in December 2004. Prior to joining ORBIMAGE, Mr. Schuster most recently served as President of Integrated Systems for BAE Systems. Prior to BAE, Mr. Schuster served at Harris Corporation as Vice President of Programs within the Government Communications System Division and was Vice President of the Space Applications Operation at Loral Space and Range Systems. Prior to that, Mr. Schuster was with the Central Intelligence Agency where he spent nearly twenty-two years. Mr. Schuster has a BSEE from the Polytechnic Institute of Brooklyn and has completed numerous graduate-level management courses and programs, including the Penn State Executive Management Program and the Mahler Advanced Management Skills Program.

Timothy J. Puckorius

      Timothy J. Puckorius joined us in his current position in December 2001. Prior to joining the predecessor company, Mr. Puckorius was Senior Vice President for WorldSpace Corporation, a global provider of digital satellite radio and multimedia, and held similar international marketing positions with Space Imaging Inc., Earth Observation Satellite Company (“EOSAT”), and EarthSat Corporation. Mr. Puckorius has lived in France, Belgium and Saudi Arabia and his academic background includes advanced degrees from The George Washington University (Washington, DC) and The American University in Paris (France). Mr. Puckorius serves on numerous industry-related Boards and Advisory Committees including the International Council of The George Washington University’s Elliott School of International Affairs.

Gary G. Adkins

      Gary Adkins joined the predecessor company in April 2002 and is responsible for marketing the company’s satellite imagery products and value-added services to the Federal and National Security government sectors. For the past several years, Mr. Adkins has served in executive-level positions with

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Tony Anzilotti

      Tony Anzilotti joined the predecessor company in June 2000 as Corporate Controller and was promoted to his current position in February 2003. Prior to joining ORBIMAGE, he worked for over 10 years with Lockheed Martin Corporation at its Corporate Headquarters in Bethesda, MD, in a number of progressively responsible positions in its accounting organization. Mr. Anzilotti received his Bachelor of Science degree in Commerce with a concentration in accounting from the University of Virginia and is a Certified Public Accountant.

Lee Demitry

      Lee Demitry joined our predecessor company in late 1995. Prior to joining ORBIMAGE, Mr. Demitry was Director of Special Programs at Orbital Sciences. Prior to working at Orbital Sciences, Mr. Demitry served as Colonel (select) in the Air Force for 20-years and has managed several satellite projects, including projects for the U.S. space program at the Department of Defense. Mr. Demitry holds an MS in Astronautical Engineering from MIT, an MBA in Business Management from Golden Gate University, and a BS in Electrical Engineering from the United States Air Force Academy.

Alex J. Fox

      Alex Fox joined our predecessor company in 1997 and has over twenty years experience developing and deploying geospatial and intelligence solutions for both commercial and government clients. Prior to joining ORBIMAGE, Mr. Fox was employed by Orbital Sciences as Engineering Manager and was the Co-founder of the Transportation Managements Systems (TMS) group. Prior to Orbital Sciences, Mr. Fox was Senior Project Manager with Fairchild Space and Defense which was acquired by Orbital Sciences. Mr. Fox received an M.S. in Computer Science from John Hopkins University and a B.S. in Information and Computer Science from the Georgia Institute of Technology.

Ray Helmering, Ph.D.

      Ray Helmering is currently Vice President, Photogrammetric Engineering at our offices in St. Louis, Missouri. Prior to joining ORBIMAGE’s predecessor in 1997, Dr. Helmering was a co-founder of TRIFID Corporation, a small high technology company that grew to approximately 65 professionals before its acquisition by the company’s predecessor in 1997. Dr. Helmering received his BS in Geophysical Engineering from St. Louis University in Missouri; his MS in Geodetic Sciences from Purdue University in Indiana, and his Ph.D. in Geodetic Sciences also from Purdue University.

William L. Warren

      William Warren became the Vice President, General Counsel and Secretary in January 2004. Prior to joining ORBIMAGE, Mr. Warren practiced law in the Northern Virginia and Washington, D.C. offices of Latham & Watkins LLP, an international law firm, for several years. Prior to joining Latham & Watkins, Mr. Warren was an associate in the New York office of Baker & Botts, L.L.P. Mr. Warren received his Juris Doctor, with honors, from the University of Texas at Austin. He is admitted to practice in Virginia, New York and the District of Columbia.

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Compensation of Directors

      During 2003, ORBIMAGE did not pay fees to its directors who are not officers for their services as directors.

      Beginning in 2004, ORBIMAGE will pay its directors who are not officers fees for their services as directors as described in this paragraph. Each non-employee director receives an annual fee of $15,000; a fee of $1,000 for attendance at each in person meeting of the Board of Directors; and $500 for attendance at each telephonic meeting of the Board of Directors and each meeting of a committee of the Board of Directors. The Chairman of the Board and the chairman of the Audit Committee will each receive a $5,000 annual fee, and the chairman of the Compensation Committee will receive an annual fee of $3,000. In addition, in 2004 a supplemental cash fee of $10,000 will be paid to the chairman of the Audit Committee in recognition of his work in connection with our first audit following our bankruptcy and the registration of our common stock. In June 2004, the Board approved a non-employee director stock incentive plan for the non-employee directors. Under the non-employee director stock incentive plan, each non-employee director will receive annually an award of 1,000 “restricted” shares of common stock. The amount and type of awards to directors under the non-employee director stock incentive plan may be changed at any time by majority vote of the compensation committee.

Compensation of Executive Officers

      The following table sets forth information concerning the compensation paid by the predecessor company for the years ended December 31, 2003, 2002 and 2001: (i) to our President and Chief Executive Officer and (ii) to each of the four other most highly compensated executive officers in 2003 who were serving as executive officers at December 31, 2003 (the “Named Executive Officers”).

Summary Compensation Table

	*	As of April 15, 2004, Mr. Mancini is no longer an employee of ORBIMAGE.

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	(1)	Compensation is reportable in the year in which the compensable service was performed even if the compensation was paid in a subsequent year.
	(2)	Total includes 275,454 shares of restricted stock granted on December 31, 2003 pursuant to Mr. O’Connell’s employment agreement. Of such shares, 45,909 vested on June 30, 2004, 137,727 will vest on January 3, 2005 and 91,818 on January 3, 2006. Total also includes 7,085 shares of restricted stock granted as the stock portion of Mr. O’Connell’s 2003 bonus. Such shares will vest on June 30, 2005. To the extent we pay dividends on our shares of common stock, Mr. O’Connell will be entitled to dividends only on the shares which are then vested.
	(3)	Includes $67,375 retention bonus, $9,692 matching contribution to 401(k) plan and $1,520 payment for life insurance premium
	(4)	Includes $55,125 retention bonus and $1,520 payment for life insurance premium
	(5)	Includes $19,500 payment for accrued vacation foregone, $7,585 matching contribution to 401(k) plan and $514 payment for life insurance premium
	(6)	Includes $39,281 combined stay and retention bonuses, $7,400 matching contribution to 401(k) plan and $514 payment for life insurance premium
	(7)	Includes $57,844 combined stay and retention bonuses and $5,256 matching contribution to 401(k) plan.
	(8)	Total includes 1,117 shares of restricted stock granted as the stock portion of Mr. Puckorius’s 2003 bonus. Such shares will vest on June 30, 2005. To the extent we pay dividends on our shares of common stock, Mr. Puckorius will be entitled to dividends only on the shares which are then vested.
	(9)	Includes $20,350 retention bonus and $7,112 matching contribution to 401(k) plan.

(10)	Includes $16,650 retention bonus, $3,857 sales commissions and $2,846 matching contribution to 401(k) plan.
(11)	Includes $15,000 signing bonus, $18,252 payment for accrued vacation foregone and $400 matching contribution to 401(k) plan.
(12)	Total includes 434 shares of restricted stock granted as the stock portion of Mr. Demitry’s 2003 bonus. Such shares will vest on June 30, 2005. To the extent we pay dividends on our shares of common stock, Mr. Demitry will be entitled to dividends only on the shares which are then vested.
(13)	Includes $18,700 retention bonus and $6,878 matching contribution to 401(k) plan.
(14)	Includes $18,822 retention bonus, $15,976 payment for accrued vacation foregone and $6,878 matching contribution to 401(k) plan.
(15)	Includes $10,567 retention bonus, $14,306 payment for accrued vacation foregone and $6,009 matching contribution to 401(k) plan.
(16)	Total includes 370 shares of restricted stock granted as the stock portion of Mr. Fox’s 2003 bonus. Such shares will vest on June 30, 2005. To the extent we pay dividends on our shares of common stock, Mr. Fox will be entitled to dividends only on the shares which are then vested.
(17)	Includes $15,230 retention bonus and $4,899 matching contribution to 401(k) plan.
(18)	Includes $15,381 retention bonus, $13,865 payment for accrued vacation foregone and $4,427 matching contribution to 401(k) plan.
(19)	Includes $8,764 retention bonus, $12,365 payment for accrued vacation foregone and $4,241 matching contribution to 401(k) plan.

Employment Agreements

      ORBIMAGE and Matthew O’Connell entered into an employment agreement effective as of October 27, 2003, pursuant to which Mr. O’Connell serves as our President and Chief Executive Officer. The employment agreement calls for a base salary, an annual target bonus, a special bonus if the company refinances the current outstanding senior notes and senior subordinated notes prior to their maturity in 2008, Mr. O’Connell’s initial restricted stock grant, a company paid life insurance policy and eligibility for stock options. The annual bonus

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      ORBIMAGE and Timothy Puckorius entered into an employment agreement effective as of October 27, 2003, pursuant to which Mr. Puckorius serves as our Senior Vice President — Worldwide Marketing and Sales. The employment agreement calls for a base salary, an annual target bonus, a company paid life insurance policy and eligibility for stock options. The annual bonus is subject to review of the Chief Executive Officer and the Board of Directors on an annual basis and the award of the annual bonus is based upon the achievement of performance objectives of Mr. Puckorius personally and the company as a whole. In the event Mr. Puckorius is terminated without cause, he will have a six month severance period during which he will receive an amount equal to his base salary for such period, payment of the annual bonus for the current year to which he would be entitled pro-rated for the number of months he was employed during the year and continuation of all health and life insurance benefits during his six month severance period.

Equity Incentive Plans

      2003 Employee Stock Incentive Plan. As of December 31, 2003, at the effectiveness of our plan of reorganization, 12% of our fully diluted common equity (consisting of 826,363 shares of common stock) was set aside for officers and other employees for the issuance of stock awards under the 2003 Employee Stock Incentive Plan of ORBIMAGE. Out of the shares reserved under this employee stock incentive plan, 275,454, representing 4% of the fully diluted common equity, was granted on December 31, 2003 to the Chief Executive Officer in the form of restricted stock vesting in three tranches as follows: 45,909 shares on June 30, 2004, 137,727 shares on January 3, 2005 and 91,818 shares on January 3, 2006. The remaining shares were left available for issuance under the plan may be issued from time to time as approved by the Board of Directors and the compensation committee of the Board of Directors. On July 1, 2004, we issued an aggregate 9,709 shares of restricted stock to our officers as part of their 2003 annual performance bonuses all of which will vest on June 30, 2005. In addition, on July 1, 2004, in recognition of past performance by employees of their work done during our Chapter 11 bankruptcy case, all employees who had served during the bankruptcy case received awards of restricted stock in an aggregate amount of 100,269 shares. These shares of restricted stock granted under special reorganization stock bonus vested as to all non-officer employees on December 31, 2004. For all officers, the shares of restricted stock granted under special reorganization stock bonus vested one third on December 31, 2004, with an additional one third to vest on December 31, 2005 and one third on December 31, 2006. On September 24, 2004, all employees were granted options to purchase an aggregate 297,600 shares of common stock for a purchase price of $6.50 per share. These options will vest 20% per year on each December 31, with the first 20% having vested on December 31, 2004.

      2004 Non-Employee Director Stock Incentive Plan. On June 24, 2004, ORBIMAGE established a 2004 Non-Employee Directors Incentive Stock Plan under which 70,000 shares of common stock were reserved for issuance to non-employee directors. Each non-employee director was granted 5,000 shares of restricted stock which will vest 1,000 shares each July 1st, beginning July 1, 2004.

401(k) Plan

      ORBIMAGE maintains a Section 401(k) and Profit Sharing Plan (the “401(k) Plan”) covering eligible employees. The 401(k) Plan permits eligible employees to defer up to a designated percentage of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. ORBIMAGE makes matching contributions for its employees up to 4% of an employee’s annual compensation. The 401(k) Plan is designed to qualify under Section 401 of the Code so that contributions by employees or ORBIMAGE to the 401(k) Plan and income earned on plan contributions are not taxable to employees until such amounts

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Compensation Committee Interlocks and Insider Participation

      The Compensation Committee of the Board of Directors is currently comprised of John W. Pitts, Jr. and Talton R. Embry, neither of whom is an executive of ORBIMAGE.

      Prior to the effectiveness of our plan of reorganization under Chapter 11 on December 31, 2003, Orbital Sciences held 99.9% of our then outstanding common stock representing approximately 50% of the voting power of our then outstanding equity securities. As part of our plan of reorganization, all of our stock held by Orbital Sciences was cancelled. Orbital Sciences and ORBIMAGE are parties to a system procurement agreement, pursuant to which, among other things, Orbital Sciences constructed, launched and sold the OrbView-3 satellite system to us. Under the system procurement agreement, we paid Orbital Sciences a total of $263 million, all of which was paid prior to 2003. Other than some continuing obligations such as warranty, performance of Orbital Sciences under the system procurement agreement has been completed. Our only remaining commitment is to pay certain post-launch performance payments over the next 4 years, if the OrbView-3 system’s on-orbit performance meets certain threshold requirements. Prior to its termination in June of 2003, we were also party to an administrative services agreement with Orbital Sciences under which we reimbursed them for certain administrative services they provided, including use of our headquarters office space. We currently sublease our headquarters office space from Orbital Sciences but will commence leasing it directly from the building’s owner in April 2005. Further information regarding our relationship with Orbital Sciences is contained in Item 1 under the subheading “Company History, Relationship with Orbital Sciences.”

      None.

      We emerged from Chapter 11 bankruptcy on December 31, 2003, prior to that time there was no established trading market for our common stock. Although beginning in January 2004, our common stock has traded over-the-counter and sales have been reported on the “Pink Sheets” service provided by Pink Sheets LLC under the symbol “ORBM,” there continues to be no established trading market for our common stock.

      As of the date of this Form 10, there are 110 holders of record of the common stock, including employees who hold “restricted shares.”

      During the past two fiscal years, we have not made or declared any cash dividends on our common equity. Under the instruments governing our senior notes and senior subordinated notes, we are prohibited from paying dividends until the principal amount of all such notes have been repaid. These restrictions are more fully discussed above in Item 2 under the heading “Managements Discussion and Analysis of Financial Condition and Results of Operations — Liquidity”.

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      The following table sets forth information regarding shares of common stock authorized for issuance pursuant to our 2003 Employee Stock Incentive Plan and 2004 Non-Employee Director Stock Incentive Plan. As of the date of this Form  10, there are no other shares of common stock subject to issuance pursuant to any equity compensation plan.

(1)

The 2003 Employee Stock Incentive Plan was approved as part of our Plan of Reorganization in our Chapter 11 bankruptcy case, by the U.S. Bankruptcy Court for the Eastern District of Virginia. The Plan of Reorganization was approved by a majority of the holders of claims in our Chapter 11 case. On December 31, 2003, such holders received substantially all of the outstanding common stock of ORBIMAGE as part of our Plan of Reorganization.

      As soon as practicable after the effectiveness of this registration statement, we intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of new common stock issued and reserved for future issuance under the 2003 Employee Stock Incentive Plan and the 2004 Non-Employee Director Stock Incentive Plan. Based on the number of shares reserved for issuance as of December 31, 2004, this registration statement would cover approximately 176,107 shares. That registration statement will automatically become effective upon filing. Accordingly, shares issued upon the exercise of stock options granted under our 2003 Employee Stock Incentive Plan and 2004 Non-Employee Director Stock Incentive Plan will be eligible for resale in the public market from time to time, subject to vesting restrictions.

      On December 31, 2003, in connection with the Plan of Reorganization under our Chapter 11 bankruptcy case, we issued (i) 6,054,539 shares of common stock and (ii) senior subordinated notes with an aggregate principal amount of $54,000,000 to creditors of the predecessor company holding valid claims. Based upon the exemption provided by Section 1145 of the Bankruptcy Code, which we relied on pursuant to a court order from the Bankruptcy Court, we believe that none of these securities were required to be registered under the Securities Act or under any state or local law requiring registration for offer or sale of a security or registration of licensing of an issuer of, underwriter of, or broker or dealer in, such securities, in connection with their issuance and distribution pursuant to the Plan of Reorganization.

      We issued (i) additional Senior Notes due 2008, dated as of September 30, 2004, in the aggregate principal amount of $408,444, to the holders of our existing Senior Notes due 2008 and (ii) additional Senior Subordinated Notes due 2008, dated as of September 30, 2004, in the aggregate principal amount of $1,153,040.94, to the holders of our existing Senior Subordinated Notes due 2008, in each case, for no cash consideration, as a consent fee in consideration for such holders’ consent to certain amendments to, respectively, the note and security agreement governing the Senior Notes and the indenture governing the Senior Subordinated Notes, each dated as of December 31, 2003. Based upon the exemption to registration provided by Section 4(2) of the Securities Act, as well as Regulation D under the Securities Act, we believe that none of these securities were required to be registered under the Securities Act or under any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, or broker or dealer in, such securities, in connection with their issuance and distribution in such transactions.

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      On November 16, 2004 we issued (i) 3,250,000 investment units, each consisting of one share of our common stock and one warrant to purchase one share of our common stock within five years for a price of $10.00 per share, plus (ii) an additional 1,000,000 warrants to purchase our common stock within five years for a price of $10.00 per share, in each case, in a private placement of such securities to certain holders of our outstanding debt and equity securities pursuant to various investment agreements, each dated November 16, 2004, with such holders. In addition, on November 16, 2004 we issued 155,000 shares of our common stock to certain holders of our debt and equity securities for no cash consideration, as a commitment fee in consideration of such investors’ commitment to purchase certain senior subordinated debt securities to be issued in a private placement of such securities in the future. Based upon the exemption to registration provided by Section 4(2) of the Securities Act, as well as Regulation D under the Securities Act, we believe that none of these securities were required to be registered under the Securities Act or under any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, or broker or dealer in, such securities, in connection with their issuance and distribution in such transactions.

General Background

      Our authorized capital stock consists of 25 million shares of common stock, par value $0.01 per share, and 5 million shares of preferred stock, par value $.01 per share. As of November 29, 2004, there were approximately 9.91 million shares of new common stock outstanding and no shares of preferred stock outstanding. Our Third Amended and Restated Certificate of Incorporation does not prohibit us from issuing non-voting equity securities nor does it contain any redemption or sinking fund provisions.

Common Stock

      All of our outstanding shares of common stock are validly issued, fully paid and non-assessable. The holders of common stock are entitled to such dividends (whether payable in cash, property or capital stock) as may be declared from time to time by our Board of Directors from funds, property or stock legally available therefore, and will be entitled after payment of all prior claims, to receive all of our assets upon the liquidation, dissolution or winding up of our company. Generally, holders of common stock have no redemption, conversion or preemptive rights to purchase or subscribe for our securities.

      Except as required by law, the holders of common stock are entitled to vote on all matters as a single class, and each holder of common stock is entitled to one vote for each share of common stock owned. Holders of common stock do not have cumulative voting rights. Our common stock is not currently traded on any securities exchange. We intend to apply in the future to have our common stock listed on the NASDAQ National Market®. However, there is no guarantee that we will be successful in this effort, or, even if we are, that an active and liquid trading market will develop.

      Our Board of Directors is authorized, subject to certain limitations prescribed by law, to issue up to 5 million shares of Preferred Stock in one or more classes or series and to fix the designations, powers, preferences and relative participation, option or other special rights and qualifications, limitation or restrictions thereof, including the dividend rate, conversion or exchange rights, redemption price and liquidation preference of any such class or series. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no current plans to issue Preferred Stock.

      If specific kinds of change of control events occur, we will be required to offer to repurchase all outstanding Senior Notes and Senior Subordinated Notes at a price equal to 100% of the principal amount, plus accrued but unpaid interest. If a change in control event occurs, we cannot assure you that we will have sufficient funds to pay the purchase price for any notes tendered to us upon such change of control event. This may have the effect of discouraging or making it more for a third party to acquire a majority of our outstanding voting stock.

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      The Delaware General Corporate Law (the “DGCL”) permits a corporation to indemnify its current and former directors and officers against expenses, judgments, fines and amounts paid in connection with a legal proceeding. To be indemnified, the person must have acted in good faith and in a manner the person reasonably believed to be in, and not opposed to, the best interests of the corporation. With respect to any criminal action or proceeding, the person must not have had reasonable cause to believe the conduct was unlawful.

      The DGCL permits a present or former director or officer of a corporation to be indemnified against certain expenses if the person has been successful, on the merit or otherwise, in defense of any proceeding brought against such person by virtue of the fact that such person is or was an officer or director of the corporation. In addition, the DGCL permits the advancement of expenses relating to the defense of any proceeding to directors and officers contingent upon the person’s commitment to repay advances for expenses against such person is not ultimately entitled to be indemnified.

      The DGCL provides that the indemnification provisions contained in the DGCL are not exclusive of any other right that a person seeking indemnification may have or later acquire under any provision of a corporation’s by-laws, by any agreement, by any vote of stockholders or disinterested directors or otherwise. Furthermore, the DGCL provides that a corporation may maintain insurance, at its expense, to protect its directors and officers against any expense, liability or loss, regardless of whether the corporation has the power to indemnify such persons under the DGCL.

      Our Third Amended and Restated Certificate of Incorporation provides that, to the extent permitted by the DGCL, we will indemnify our current and former directors and officers against all expenses actually and reasonably incurred by them as a result of their being threatened with or otherwise involved in any action, suit or proceeding by virtue of the fact that they are or were one of our officers or directors. However, we will not be required to indemnify an officer or director for an action, suit or proceeding commenced by that officer or director unless we authorized that director or officer to commence the action, suit or proceeding. The Third Amended and Restated Certificate of Incorporation also provides that we shall advance expenses incurred by any person we are obligated to indemnify, upon presentation of appropriate documentation.

      Furthermore, the Third Amended and Restated Certificate of Incorporation provides that we may purchase and maintain insurance on behalf of our directors and officers against any liability, expense or loss, whether or not we would otherwise have the power to indemnify such person under our Third amended and restated Certificate of Incorporation or the DGCL.

      In addition to the provisions of our Third Amended and Restated Certificate of Incorporation providing for indemnification of directors and officers, we have entered into indemnification agreements with each of our directors and officers which provide for us to indemnify such directors and officers against all expenses actually and reasonably incurred by them as a result of their being threatened with or otherwise involved in any action, suit or proceeding by virtue of the fact that they are or were one of our officers or directors. However, we will not be required to indemnify an officer or director for an action, suit or proceeding commenced by that officer or director unless we authorized that director or officer to commence the action, suit or proceeding. The indemnification agreements also provide that we shall advance expenses incurred by any person we are obligated to indemnify, upon presentation of appropriate documentation.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors and officers of ORBIMAGE, we have been advised that, although the validity and scope of the governing statute have not been tested in court, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.

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      See Financial Statements beginning on page F-2.

      On September 15, 2003, PricewaterhouseCoopers LLP (“PwC”), declined to stand for re-election as the independent registered public accounting firm for Orbital Imaging Corporation. On March 12, 2004, the Audit Committee of ORBIMAGE Inc. voted to retain BDO Seidman, LLP to serve as our new independent registered public accounting firm for the fiscal years ended December 31, 2003 and 2002. This decision was approved by our Board of Directors.

      PwC’s report on the financial statements of Orbital Imaging Corporation for the year ended December 31, 2001 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle. However, such report contained an explanatory paragraph which disclosed that there was significant doubt about the ability of Orbital Imaging Corporation to continue as a going concern.

      During the year ended December 31, 2001 and the period from January 1, 2002 through September 15, 2003, there were no disagreements between Orbital Imaging Corporation and PwC on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to PwC’s satisfaction, would have caused them to make reference thereto in their reports on the financial statements of Orbital Imaging Corporation for such years.

      During the year ended December 31, 2001, and the period from January 1, 2002 through September 15, 2003, there were no reportable events as defined in Regulation S-K, Item 304(a)(1)(v).

      During the year ended December 31, 2001 and the period from January 1, 2002 through September 20, 2003, neither us nor anyone acting on our behalf consulted BDO Seidman LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

      (a)  Financial Statements

      See Index to Financial Statements on page F-1.

      (b)  Exhibits:

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	*	Previously filed.

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ORBIMAGE INC

INDEX TO FINANCIAL STATEMENTS

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

      We have audited the accompanying balance sheet of ORBIMAGE Inc. (Successor Company) as of December 31, 2003. We have also audited the accompanying balance sheet of Orbital Imaging Corporation (Predecessor to ORBIMAGE Inc.) as of December 31, 2002 and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2003 and 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ORBIMAGE Inc. at December 31, 2003 and the financial position of Orbital Imaging Corporation as of December 31, 2002 and the results of its operations and its cash flows for the years ended December 31, 2003 and 2002 , in conformity with accounting principles generally accepted in the United States of America.

	/s/ BDO SEIDMAN, LLP
	BDO Seidman, LLP

Bethesda, MD

F-2