##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended April 3, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 333-127343
 DYNCORP INTERNATIONAL LLC
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    55-2287126(I.R.S. Employer
Identification No.)
 3190 Fairview Park Drive, Suite 700, Falls Church, Virginia 22042
(571) 722-0210
 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 þ o
 þ o
 o o
 o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   Documents Incorporated by Reference




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##### 



DYNCORP INTERNATIONAL LLC
 TABLE OF CONTENTS
  
 PageForward-Looking
Statements
    
    
    3PART I.Item 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    12Item 1B.
    
    Unresolved Staff
Comments
    
    
    22Item 2.
    
    Properties
    
    
    22Item 3.
    
    Legal Proceedings
    
    
    23Item 4.
    
    Submission of
Matters to a Vote of Security Holders
    
    
    23PART II.Item 5.
    
    Market for
Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    23Item 6.
    
    Selected Financial
Data
    
    
    23Item 7.
    
    Managements
Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    25Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    42Item 8.
    
    Financial Statements and Supplementary Data
    
    
    43Item 9.
    
    Changes in and
Disagreements With Accountants on Accounting and Financial
Disclosure
    
    
    81Item 9A.
    
    Controls and Procedures
    
    
    81Item 9B.
    
    Other Information
    
    
    83PART III.Item 10.
    
    Directors, Executive
Officers and Corporate Governance
    
    
    83Item 11.
    
    Executive Compensation
    
    
    83Item 12.
    
    Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    83Item 13.
    
    Certain
Relationships and Related Transactions, and Director Independence
    
    
    83Item 14.
    
    Principal Accountant
Fees and Services
    
    
    83PART IV.Item 15.
    
    Exhibits and
Financial Statement Schedules
    
    
    84EX-12.1EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Forward-Looking Statements
  
 PART I
 
 ITEM 1. BUSINESS.
  Overview
     3




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International Security Services
  Law Enforcement and Security.
 Specialty Aviation and Counter-drug Operations.
 Global Linguist Solutions.
 Key ISS Contracts
 Intelligence and Security Command.
 Civilian Police.
 International Narcotics Eradication and Law Enforcement.
 California Department of Forestry.
  4




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EstimatedCurrent
    
    TotalInitial/Current
    
    Contract End
    
    ContractContract
    
    Principal Customer
    
    Award Date
    
    Date
    
    Value(1)INSCOM/GLS
    
    U.S. Army
    
    Mar 2008
    
    Apr 2013
    
    $ 3.8 billion(2)(3)Civilian Police Program
    
    DoS
    
    Feb 1994/Feb 2004
    
    Aug 2009
    
    $ 3.8 billion(3)INL
    
    DoS
    
    Jan 1991/May 2005
    
    Oct 2014
    
    $ 1.3 billion(3)California Department of Forestry
    
    State of California
    
    Jan 2002/Jul 2008
    
    Dec 2014
    
    $138 million
 
 (1)
    
    Estimated total contract value has the meaning indicated in  Estimated Total Contract
Value.(2)
    
    Awarded to GLS, a joint venture of DynCorp International (which owns a 51% majority interest)
and McNeil Technologies (which owns the remaining interest).(3)
    
    This contract is an IDIQ contract. For more information about IDIQ contracts see  Contract
Types. Also, for a discussion of how we define estimated remaining contract value for IDIQ
contracts, see  Estimated Remaining Contract Value. Logistics & Construction Management
  Contingency and Logistics Operations.
 Operations Maintenance and Construction Management.
 Key LCM Contracts
 Logistics Civil Augmentation Program.
 War Reserve Materiel.
 Africa Peacekeeping.
  5




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EstimatedCurrent
    
    TotalInitial/Current
    
    Contract End
    
    ContractContract
    
    Principal Customer
    
    Award Date
    
    Date
    
    Value(1)LOGCAP IV
    
    U.S. Army
    
    Apr 2008
    
    Apr 2018
    
    $  50 billion(2)(3)War Reserve Materiel II
    
    U.S. Air Force
    
    Oct 2008
    
    Sep 2016
    
    $382 millionAfrica Peacekeeping
    
    DoS
    
    May 2003
    
    Dec 2009
    
    $340 million(2)
 
 (1)
    
    Estimated total contract value has the meaning indicated in  Estimated Total Contract Value.(2)
    
    This contract is an IDIQ contract. For more information about IDIQ contracts see  Contract
Types. Also, for a discussion of how we define estimated remaining contract value for IDIQ
contracts, see  Estimated Remaining Contract Value.(3)
    
    The $50 billion dollar value is a ceiling value and not necessarily representative of the
amount of work we will be awarded under the contract. Maintenance & Technical Support Services
  Aviation Services and Operations.
 Aviation Engineering.
 Aviation Ground Equipment Support.
 Ground Vehicle Maintenance
  Contract Logistics Support
 Field Service Operations.
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Aviation & Maintenance Services.
 Key MTSS Contracts
 Contract Field Teams
  Life Cycle Contractor Support
  Andrews Air Force Base
  Columbus Air Force Base
  Army Prepositions Stocks Afloat
  C-21 Contractor Logistics Support
  7




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UAE General Maintenance Corporation
   EstimatedCurrent
    
    TotalInitial/Current
    
    Contract End
    
    ContractContract
    
    Principal Customer
    
    Award Date
    
    Date
    
    Value(1)Contract Field Teams
    
    DoD
    
    Oct 1951/Jul 2008
    
    Sept 2015
    
    $2.6 billion(2)(3)Life Cycle Contractor Support
    
    U.S. Army and U.S. Navy
    
    Aug 2000
    
    Jan 2010
    
    $1.2 billionAndrews Air Force Base
    
    U.S. Air Force
    
    Jan 2001
    
    Mar 2011
    
    $371 millionColumbus Air Force Base
    
    U.S. Air Force
    
    Oct 1998/Jul 2005
    
    Sep 2012
    
    $291 millionArmy Prepositions Stocks Afloat
    
    U.S. Army
    
    Feb 1999
    
    Jul 2009
    
    $269 millionC-21 Contractor Logistics Support
    
    U.S. Air Force
    
    Sept 2006
    
    Sept 2011
    
    $212 millionUAE General Maintenance Corps
    
    UAE Armed Forces
    
    Dec 2006
    
    Mar 2014
    
    $164 million
 
 (1)
    
    Estimated total contract value has the meaning indicated in  Estimated Total Contract Value.(2)
    
    This contract is an IDIQ contract. For more information about IDIQ contracts see  Contract
Types. Also, for a discussion of how we define estimated remaining contract value for IDIQ
contracts, see  Estimated Remaining Contract Value.(3)
    
    The $2.6 billion dollar value represents the estimate from the awarded contract and not
necessarily representative of the amount of work we will actually be awarded under the
contract. Contract Types
    
    
    Fixed-Price Type Contracts:In a fixed-price contract, the price is not subject to
adjustment based on costs incurred, which can favorably or adversely impact our
profitability depending upon our execution in performing the contracted service. Our
fixed-price contracts include firm fixed-price, fixed-price with economic adjustment, and
fixed-price incentive.
    
    Time-and-Materials Type Contracts:Time-and-materials type contracts provide for
acquiring supplies or services on the basis of direct labor hours at fixed hourly/daily
rates plus materials at cost.
    
    Cost-Reimbursement Type Contracts:Cost-reimbursement type contracts provide for payment
of allowable incurred costs, to the extent prescribed in the contract, plus a fixed-fee,
award-fee or incentive-fee. Award-fees or incentive-fees are generally based upon various
objective and subjective criteria, such as aircraft mission capability rates and meeting
cost targets.
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Fiscal YearContract Type
    
    2009
    
    2008
    
    2007Fixed-Price
    
    
    27
    %
    
    
    37
    %
    
    
    41
    %Time-and-Materials
    
    
    24
    %
    
    
    33
    %
    
    
    36
    %Cost-Reimbursement
    
    
    49
    %
    
    
    30
    %
    
    
    23
    %Totals
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
   Competition
  Backlog
   9




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April 3,
    
    
    March 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2007ISS:Funded backlog
    
    $
    683
    
    
    $
    464
    
    
    $
    727Unfunded backlog
    
    
    3,678
    
    
    
    4,030
    
    
    
    3,758Total ISS backlog
    
    $
    4,361
    
    
    $
    4,494
    
    
    $
    4,485LCM:Funded backlog
    
    $
    184
    
    
    $
    140
    
    
    $
    149Unfunded backlog
    
    
    578
    
    
    
    59
    
    
    
    91Total LCM backlog
    
    $
    762
    
    
    $
    199
    
    
    $
    240MTSS:Funded backlog
    
    $
    563
    
    
    $
    560
    
    
    $
    526Unfunded backlog
    
    
    612
    
    
    
    708
    
    
    
    881Total MTSS backlog
    
    $
    1,175
    
    
    $
    1,268
    
    
    $
    1,407CONSOLIDATED:Funded backlog
    
    $
    1,431
    
    
    $
    1,164
    
    
    $
    1,402Unfunded backlog
    
    
    4,867
    
    
    
    4,797
    
    
    
    4,730Total consolidated backlog
    
    $
    6,298
    
    
    $
    5,961
    
    
    $
    6,132
 Estimated Remaining Contract Value
   April 3,
    
    
    March 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2007ISS estimated remaining contract value
    
    $
    5,302
    
    
    $
    5,976
    
    
    $
    7,249LCM estimated remaining contract value
    
    
    786
    
    
    
    241
    
    
    
    335MTSS estimated remaining contract value
    
    
    2,327
    
    
    
    1,268
    
    
    
    1,407Total Estimated Remaining Contract Value (1)
    
    $
    8,415
    
    
    $
    7,485
    
    
    $
    8,991
 
 (1)
    
    See Item 7 Managements Discussion and Analysis of Financial Condition and Results of
Operations for further details concerning contract value. Estimated Total Contract Value
  10




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Regulatory Matters
      Sales and Marketing
     11




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Intellectual Property
  Environmental Matters
  Employees
  Availability of Forms Filed With the U.S. Security and Exchange Commission
  
    
    annual reports on Form 10-K;
    
    quarterly reports on Form 10-Q;
    
    current reports on Form 8-K;
    
    statement of changes in beneficial ownership of our parents securities for insiders;
    
    our parents proxy statements; and
    
    any amendments thereto.
  
 ITEM 1A. RISK FACTORS.
 You should carefully consider the risks described below, together with all of the other
information contained in this Form 10-K. Any of the following risks could materially and adversely
affect our financial condition or results of operations.
 We rely on sales to U.S. government entities. A loss of contracts, a failure to obtain new
contracts or a reduction of sales under existing contracts with the U.S. government could adversely
affect our operating performance and our ability to generate cash flow to fund our operations.
  12




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
    
    policy and/or spending changes implemented by the Obama administration;
    
    a significant decline in, or reapportioning of, spending by the U.S. government, in
general, or by the DoD or the DoS, in particular;
    
    changes, delays or cancellations of U.S. government programs, requirements or policies;
    
    the adoption of new laws or regulations that affect companies that provide services to
the U.S. government;
    
    U.S. government shutdowns or other delays in the government appropriations process;
    
    curtailment of the U.S. governments outsourcing of services to private contractors;
    
    changes in the political climate, including with regard to the funding or operation of
the services we provide; and
    
    general economic conditions, including a slowdown in the economy or unstable economic
conditions in the United States or in the countries in which we operate.
  Our U.S. government contracts may be terminated by the U.S. government at any time prior to their
completion and contain other unfavorable provisions, which could lead to an unexpected loss of
revenue and a reduction in backlog.
  
    
    terminate or modify existing contracts;
    
    reduce the value of existing contracts through partial termination;
    
    delay the payment of our invoices by government payment offices;
    
    audit our contract-related costs and fees; and
    
    suspend us from receiving new contracts, pending the resolution of alleged violations of
procurement laws or regulations.
   13




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Our U.S. government contracts are subject to competitive bidding, both upon initial issuance and
re-competition. If we are unable to successfully compete in the bidding process or if we fail to
win re-competitions, it could adversely affect our operating performance and lead to an unexpected
loss of revenue.
  
    
    we may expend substantial funds and time to prepare bids and proposals for contracts that
may ultimately be awarded to one of our competitors;
    
    we may be unable to accurately estimate the resources and costs that will be required to
perform any contract we are awarded, which could result in substantial cost overruns; and
    
    we may encounter expense and delay if our competitors protest or challenge awards of
contracts to us, and any such protest or challenge could result in a requirement to resubmit
bids on modified specifications or in the termination, reduction or modification of the
awarded contract. Additionally, the protest of contracts awarded to us may result in the
delay of program performance and the generation of revenue while the protest is pending.
   Current or worsening economic conditions could impact our business.
   Our operations involve considerable risks and hazards. An accident or incident involving our
employees or third parties could harm our reputation, affect our ability to compete for business,
and if not adequately insured or indemnified, could adversely affect our results of operations and
financial condition.
  14




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Political destabilization or insurgency in the regions in which we operate may have a material
adverse effect on our operating performance.
  We are exposed to risks associated with operating internationally.
  
    
    export regulations that could erode profit margins or restrict exports;
    
    compliance with the U.S. Foreign Corrupt Practices Act;
    
    the burden and cost of compliance with foreign laws, treaties and technical standards and
changes in those regulations;
    
    contract award and funding delays;
    
    potential restrictions on transfers of funds;
    
    foreign currency fluctuations;
    
    import and export duties and value added taxes;
    
    transportation delays and interruptions;
    
    uncertainties arising from foreign local business practices and cultural considerations;
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
    
    requirements by foreign governments that we locally invest a minimum level as part of our
contracts with them, which may not yield any return; and
    
    potential military conflicts, civil strife and political risks.
  Our IDIQ contracts are not firm orders for services, and we may never receive revenue from these
contracts, which could adversely affect our operating performance.
  Our cost of performing under time-and-materials and fixed-price contracts may exceed our revenue
which would result in a recorded loss on the contracts.
  A negative audit or other actions by the U.S. government could adversely affect our operating
performance.
    We are subject to investigation by the U.S. government, which could result in our inability to
receive government contracts and could adversely affect our future operating performance.
  16




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The expiration of our collective bargaining agreements could result in increased operating costs or
work disruptions, which could potentially affect our operating performance.
  Proceedings against us in domestic and foreign courts could result in legal costs and adverse
monetary judgments, adversely affect our operating performance and cause harm to our reputation.
   We are subject to certain U.S. laws and regulations, which are the subject of rigorous enforcement
by the U.S. government; our noncompliance with such laws and regulations could adversely affect our
future operating performance.
  17




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Competition in our industry could limit our ability to attract and retain customers or employees,
which could result in a loss of revenue and/or a reduction in margins, which could adversely affect
our operating performance.
    Loss of our skilled personnel, including members of senior management, may have an adverse effect
on our operations and/or our operating performance.
   18




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If our subcontractors or joint venture partners fail to perform their contractual obligations, then
our performance as the prime contractor and our ability to obtain future business could be
materially and adversely impacted.
   Environmental laws and regulations may subject us to significant costs and liabilities that could
adversely affect our operating performance.
  Our substantial level of indebtedness may make it difficult for us to satisfy our debt obligations
and may adversely affect our ability to obtain financing for working capital, capitalize on
business opportunities or respond to adverse changes in our industry.
  
    
    it may be more difficult for us to satisfy our debt obligations;
    
    our ability to obtain additional financing for working capital, debt service
requirements, general corporate or other purposes may be impaired;
    
    we must use a substantial portion of our cash flow to pay interest and principal on our
indebtedness, which will reduce the funds available for other purposes;
    
    we are more vulnerable to economic downturns and adverse industry conditions;
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
    
    our ability to capitalize on business opportunities and to react to competitive
pressures and adverse changes in our industry as compared to our competitors may be
compromised due to the high level of indebtedness; and
    
    our ability to refinance indebtedness may be limited.
 The indenture governing our senior subordinated notes and our senior secured credit facility
contain various covenants limiting the discretion of our management in operating our business.
  
    
    incur additional indebtedness or guarantee obligations;
    
    repay indebtedness prior to stated maturities;
    
    make interest payments on the Notes and other indebtedness that is subordinate to our
indebtedness under the senior secured credit facility;
    
    pay dividends or make certain other restricted payments;
    
    make investments or acquisitions;
    
    create liens or other encumbrances; and
    
    transfer or sell certain assets or merge or consolidate with another entity.
    Servicing our indebtedness requires a significant amount of cash. Our ability to generate
sufficient cash depends on numerous factors beyond our control, and we may be unable to generate
sufficient cash flow to service our debt obligations, which could adversely affect our financial
condition.
  20




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Despite our current indebtedness level, our company, including our subsidiaries, may incur
substantially more debt, which could exacerbate the risks associated with our substantial leverage.
  We are subject to the Internal Control Evaluation and Attestation Requirements of Section 404 of
the Sarbanes-Oxley Act of 2002.
  Our ability to make payments under the notes and to service our other debt may depend on cash flow
from our subsidiaries.
  
    
    their earnings;
    
    covenants contained in our and their debt agreements, including outstanding notes and our senior secured credit facility;
    
    covenants contained in other agreements to which we or our subsidiaries are or may become subject;
    
    business and tax considerations; and
    
    applicable law, including laws regarding the payment of dividends and distributions and fraudulent transfer laws.
  We are controlled by affiliates of Veritas Capital, whose interests may not be aligned with yours.
  21




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS.
  
 ITEM 2.
    
    PROPERTIES.
   Location
    
    Description
    
    Business Segment
    
    Size (sq ft)Fort Worth, TX
    
    Executive offices  finance and administration
    
    Corporate
    

    194,335Salalah Port, Oman
    
    Warehouse and storage  WRM contract
    
    LCM
    

    125,000Falls Church, VA
    
    Executive offices  headquarters
    
    Corporate
    

    113,366Kabul, Afghanistan
    
    Offices and residence
    
    ISS & LCM
    

    47,000McClellan, CA
    
    Warehouse  California Fire Program
    
    ISS
    

    18,800Dubai, UAE
    
    Executive offices  finance and administration
    
    Corporate
    

    12,344Juba, Sudan
    
    Offices and residencesupports APK contract
    
    LCM
    

    22,915Herndon, VA
    
    Offices  GLS recruiting center
    
    ISS
    

    11,400San Diego, CA
    
    Offices  GLS recruiting center
    
    ISS
    

    9,400
  22




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ITEM 3.
    
    LEGAL PROCEEDINGS.
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
  
 ITEM 6.
    
    SELECTED FINANCIAL DATA.
     23




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Successor
    
    
    PredecessorFiscal Year Ended
    
    49 Days
    
    
    April 3, 2004Ended
    
    
    toApril 3,
    
    March 28,
    
    March 30,
    
    March 31,
    
    April 1,
    
    
    Feb 11,2009
    
    2008
    
    2007
    
    2006
    
    2005
    
    
    2005(Dollars in thousands)Results of operations:Revenue
    
    $
    3,101,093
    
    
    $
    2,139,761
    
    
    $
    2,082,274
    
    
    $
    1,966,993
    
    
    $
    266,604
    
    
    
    $
    1,654,305Cost of services
    
    
    (2,768,962
    )
    
    
    (1,859,666
    )
    
    
    (1,817,707
    )
    
    
    (1,722,089
    )
    
    
    (245,406
    )
    
    
    
    (1,496,109
    )Selling, general and administrative
expenses
    
    
    (103,583
    )
    
    
    (117,919
    )
    
    
    (107,681
    )
    
    
    (97,520
    )
    
    
    (8,408
    )
    
    
    
    (57,755
    )Depreciation and amortization
    
    
    (40,557
    )
    
    
    (42,173
    )
    
    
    (43,401
    )
    
    
    (46,147
    )
    
    
    (5,605
    )
    
    
    
    (5,922
    )Operating income
    
    
    187,991
    
    
    
    120,003
    
    
    
    113,485
    
    
    
    101,237
    
    
    
    7,185
    
    
    
    
    94,519Interest expense
    
    
    (58,782
    )
    
    
    (55,374
    )
    
    
    (58,412
    )
    
    
    (56,686
    )
    
    
    (8,054
    )
    
    
    
    Loss on early extinguishment of
debt, net
    
    
    (4,131
    )
    
    
    
    
    
    
    (3,484
    )
    
    
    
    
    
    
    
    
    
    
    
    Earnings from affiliates
    
    
    5,223
    
    
    
    4,758
    
    
    
    2,913
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    2,195
    
    
    
    3,062
    
    
    
    1,789
    
    
    
    461
    
    
    
    7
    
    
    
    
    170Other income, net
    
    
    145
    
    
    
    199
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Provision for income taxes
    
    
    (41,995
    )
    
    
    (27,999
    )
    
    
    (20,549
    )
    
    
    (16,627
    )
    
    
    (60
    )
    
    
    
    (34,956
    )Minority interest
    
    
    (20,876
    )
    
    
    3,306
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    69,770
    
    
    
    47,955
    
    
    
    35,742
    
    
    
    28,385
    
    
    
    (922
    )
    
    
    
    59,733Cash flows provided (used) by
operating activities
    
    
    140,871
    
    
    
    42,361
    
    
    
    93,533
    
    
    
    55,111
    
    
    
    (31,240
    )
    
    
    
    (2,092
    )Cash flows used by investing
activities
    
    
    (9,148
    )
    
    
    (11,306
    )
    
    
    (7,595
    )
    
    
    (6,231
    )
    
    
    (869,394
    )
    
    
    
    (10,707
    )Cash flows (used) provided by
financing activities
    
    
    (16,880
    )
    
    
    (48,131
    )
    
    
    (4,056
    )
    
    
    (41,781
    )
    
    
    906,072
    
    
    
    
    14,325Balance sheet data (end of period):Cash and cash equivalents
    
    
    200,222
    
    
    
    85,379
    
    
    
    102,455
    
    
    
    20,573
    
    
    
    13,474
    
    
    
    
    N/AWorking capital(1)
    
    
    439,997
    
    
    
    361,813
    
    
    
    282,929
    
    
    
    251,329
    
    
    
    200,367
    
    
    
    
    N/ATotal assets
    
    
    1,539,214
    
    
    
    1,402,709
    
    
    
    1,362,901
    
    
    
    1,239,089
    
    
    
    1,148,193
    
    
    
    
    N/ATotal debt
    
    
    599,912
    
    
    
    593,162
    
    
    
    630,994
    
    
    
    661,551
    
    
    
    700,000
    
    
    
    
    N/AMembers equity
    
    
    497,521
    
    
    
    424,285
    
    
    
    379,674
    
    
    
    326,159
    
    
    
    223,908
    
    
    
    
    N/AOther financial data:EBITDA(2)
    
    
    217,557
    
    
    
    174,820
    
    
    
    163,438
    
    
    
    148,718
    
    
    
    12,896
    
    
    
    
    101,326Backlog(3)
    
    
    6,297,903
    
    
    
    5,961,000
    
    
    
    6,132,011
    
    
    
    2,641,000
    
    
    
    2,040,000
    
    
    
    
    N/APurchases of PP&E and software
    
    
    7,280
    
    
    
    7,738
    
    
    
    9,317
    
    
    
    6,180
    
    
    
    244
    
    
    
    
    8,473
 
 (1)
    
    Working capital is defined as current assets, net of current liabilities.(2)
    
    We define EBITDA as GAAP net income adjusted for interest, taxes, depreciation and amortization, loss on
extinguishment of debt, and a portion of other expense related to interest rate swap losses. We use EBITDA as a
supplemental measure in the evaluation of our business and believe that EBITDA provides a meaningful measure of
operational performance on a consolidated basis, because it eliminates the effects of period to period changes in
taxes, costs associated with capital investments and interest expense and is consistent with one of the measures we
use to evaluate managements performance for incentive compensation. EBITDA is not a financial measure calculated in
accordance with GAAP. Accordingly, it should not be considered in isolation or as a substitute for net income or
other financial measures prepared in accordance with GAAP. When evaluating EBITDA, investors should consider, among
other factors, (i) increasing or decreasing trends in EBITDA, (ii) whether EBITDA has remained at positive levels
historically, and (iii) how EBITDA compares to our debt outstanding. The non-GAAP measure of EBITDA does have certain
limitations. It does not include interest expense, which is a necessary and ongoing part of our cost structure
resulting from debt incurred to expand operations. EBITDA also excludes tax, depreciation and amortization expenses.
Because these are material and recurring items, any measure, including EBITDA, that excludes them has a material
limitation. To mitigate these limitations, we have policies and procedures in place to identify expenses that qualify
as interest, taxes, loss on debt extinguishments, a portion of other expense related to interest rate swap losses,
and depreciation and amortization and to approve and segregate these expenses from other expenses to ensure that
EBITDA is consistently reflected from period to period. However, the calculation of EBITDA may vary among companies.
Therefore, our EBITDA presented may not be comparable to similarly titled measures of other companies. EBITDA does
not give effect to the cash we must use to service our debt or pay income taxes and thus does not reflect the funds
generated from operations or actually available for capital investments 24




---



##### Table of Contents



(3)
    
    Backlog data is as of the end of the applicable period. See Item 1. Business for further details concerning backlog.  Successor
    
    
    
    PredecessorFiscal Year Ended
    
    
    49 Days
    
    
    
    April 3, 2004Ended
    
    
    
    toApril 3,
    
    
    March 28,
    
    
    March 30,
    
    
    March 31,
    
    
    April 1,
    
    
    
    Feb 11,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    
    2005(Dollars in thousands)RECONCILIATION OF NET INCOME
(LOSS) TO EBITDA:Net income (loss)
    
    $
    69,770
    
    
    $
    47,955
    
    
    $
    35,742
    
    
    $
    28,385
    
    
    $
    (922
    )
    
    
    $
    59,733Income taxes
    
    
    41,995
    
    
    
    27,999
    
    
    
    20,549
    
    
    
    16,627
    
    
    
    60
    
    
    
    
    34,956Interest expense, loss on
early extinguishment of debt
, and interest rate swap
losses recorded in other
income/expense
(1)(2)
    
    
    64,158
    
    
    
    55,374
    
    
    
    61,896
    
    
    
    56,686
    
    
    
    8,054
    
    
    
    
    Depreciation and amortization
    
    
    41,634
    
    
    
    43,492
    
    
    
    45,251
    
    
    
    47,020
    
    
    
    5,704
    
    
    
    
    6,637EBITDA
    
    $
    217,557
    
    
    $
    174,820
    
    
    $
    163,438
    
    
    $
    148,718
    
    
    $
    12,896
    
    
    
    $
    101,326
 
 (1)
    
    Fiscal year 2009 includes the costs associated with replacing our
senior secured credit facility, as defined and further discussed in
Item 7. Managements Discussion and Analysis of Financial Conditions
and Results of Operations, including the write-off of deferred
financing fees. Also included is the premium on the redemption of a
portion of the senior subordinated notes and write-off of deferred
financing costs associated with the early retirement of a portion of
the senior subordinated notes. These premiums and write-off represent
additional costs of financing. In addition, we added back amounts
associated with hedge accounting recorded in other income/expense, as
further discussed in Note 10.(2)
    
    Fiscal year 2007 includes the premium associated with the redemption
of all of the previously outstanding preferred stock, premium on the
redemption of a portion of the senior subordinated notes and write-off
of deferred financing costs associated with the early retirement of a
portion of the senior subordinated notes. These premiums and write-off
represent additional costs of financing and our capital structure. 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 th
 Company Overview
   25




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##### Table of Contents



Current Operating Environment and Outlook
 External Factors
    
    
    The continued transformation of military forces, leading to increased outsourcing of
non-combat functions, including life-cycle asset management functions ranging from
organizational to depot level maintenance;
    
    An increased level and frequency of overseas deployment and peace-keeping operations for
the DoS and DoD;
    
    Increased maintenance, overhaul and upgrade needs to support aging military platforms;
    
    Increased outsourcing by foreign governments of maintenance, supply support, facilities
management and construction management-related services; and
    
    A shift by the U.S. Government from single award to more multiple award IDIQ contracts,
which may offer us an opportunity to increase revenue under these contracts by competing for
task orders with the other contract awardees.
  26




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##### Table of Contents



Current Economic Conditions
    Internal Factors
  
    
    Relentless Performance  Through a relentless mindset in meeting our commitments to our
customers every day and in operating with absolute integrity and in accordance with our Code of Ethics and Business
Conduct in all that we do.
    
    Lean Infrastructure  In order to further fuel our growth and invest in our people, we
must generate additional investment capacity by ensuring that our infrastructure is as efficient as possible without
jeopardizing our ability to perform.
    
    Clear Strategic Investment  We must have clarity in our strategic priorities, and we
must properly focus our investments in people, new program pursuits and efforts to penetrate new segments of the
market.
    
    New Business  Growing our business profitably starts with winning new business. This
involves having a winning attitude across our enterprise, particularly in satisfying our current customers and
competing for new business.
    
    People  We must be the employer of choice, with strong, trusted leadership, an
employee-focused environment and a culture of mutual respect in which our employees are empowered and rewarded for serving
our customers and ensuring their success.
  Fiscal Year 2009 Developments
 Logistics Civil Augmentation Program
  Change of CEO
  27




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##### Table of Contents



DIFZ Sale
  Afghan Construction
   Fiscal Year Ended April 3, 2009 Compared to Fiscal Year Ended March 28, 2008
 Consolidated Results of Operations
  Fiscal Year EndedApril 3, 2009
    
    
    March 28, 2008(Dollars in thousands)Revenue
    
    $
    3,101,093
    
    
    
    100.0
    %
    
    $
    2,139,761
    
    
    
    100.0
    %Cost of services
    
    
    (2,768,962
    )
    
    
    (89.3
    )%
    
    
    (1,859,666
    )
    
    
    (86.9
    )%Selling, general and administrative expenses
    
    
    (103,583
    )
    
    
    (3.3
    )%
    
    
    (117,919
    )
    
    
    (5.5
    )%Depreciation and amortization expense
    
    
    (40,557
    )
    
    
    (1.3
    )%
    
    
    (42,173
    )
    
    
    (2.0
    )%Operating income
    
    
    187,991
    
    
    
    6.1
    %
    
    
    120,003
    
    
    
    5.6
    %Interest expense
    
    
    (58,782
    )
    
    
    (1.9
    )%
    
    
    (55,374
    )
    
    
    (2.6
    )%Loss on early extinguishment of debt, net
    
    
    (4,131
    )
    
    
    (0.1
    )%
    
    
    
    
    
    
    0.0
    %Earnings from affiliates
    
    
    5,223
    
    
    
    0.2
    %
    
    
    4,758
    
    
    
    0.2
    %Interest income
    
    
    2,195
    
    
    
    0.1
    %
    
    
    3,062
    
    
    
    0.1
    %Other income, net
    
    
    145
    
    
    
    0.0
    %
    
    
    199
    
    
    
    0.0
    %Income before taxes
    
    
    132,641
    
    
    
    4.3
    %
    
    
    72,648
    
    
    
    3.4
    %Provision for income taxes
    
    
    (41,995
    )
    
    
    (1.4
    )%
    
    
    (27,999
    )
    
    
    (1.3
    )%Income before minority interest
    
    
    90,646
    
    
    
    2.9
    %
    
    
    44,649
    
    
    
    2.1
    %Minority interest
    
    
    (20,876
    )
    
    
    (0.7
    )%
    
    
    3,306
    
    
    
    0.2
    %Net income
    
    $
    69,770
    
    
    
    2.2
    %
    
    $
    47,955
    
    
    
    2.2
    %
 Revenue 
 Cost of services 
 28




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##### Table of Contents



Selling, general and administrative expenses (SG&A) 
 Interest expense 
 Income tax expense 
 Minority Interest 
 Impact of our Afghanistan Construction Contracts
      Results by Segment
  29




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##### Table of Contents



International Security Services
 Fiscal Year Ended
    
    
    Fiscal Year EndedApril 3, 2009
    
    
    March 28, 2008
    
    
    ChangeRevenue
    
    $
    1,823,141
    
    
    $
    1,097,083
    
    
    $
    726,058Operating income
    
    $
    151,888
    
    
    $
    89,588
    
    
    $
    62,300
 Revenue 
 Law
Enforcement and Security
 Specialty Aviation and Counter-drug Operations
 Global Linguist Solutions
 Operating Income 
 Law Enforcement and Security
 Specialty Aviation and Counter-drug Operations
 Global Linguist Solutions
 Logistics and Construction Management
 Fiscal Year Ended
    
    
    Fiscal Year EndedApril 3, 2009
    
    
    March 28, 2008
    
    
    ChangeRevenue
    
    $
    352,196
    
    
    $
    285,317
    
    
    $
    66,879Operating (loss)/income
    
    $
    (33,406
    )
    
    $
    10,854
    
    
    $
    (44,260
    )
 30




---



##### Table of Contents



Revenue 
 Contingency
and Logistics Operations:
 Operations Maintenance and Construction Management
 Operating Income 
 Contingency
and Logistics Operations
 Operations Maintenance and Construction Management
 Maintenance and Technical Support Services
 Fiscal Year Ended
    
    
    Fiscal Year EndedApril 3, 2009
    
    
    March 28, 2008
    
    
    ChangeRevenue
    
    $
    930,983
    
    
    $
    757,361
    
    
    $
    173,622Operating income
    
    $
    69,509
    
    
    $
    19,561
    
    
    $
    49,948
 Revenue 
 Contract Logistics Support
 Field Service Operations
 31




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##### Table of Contents



Aviation and Maintenance Services
 Operating
Income 
 Contract
Logistics Support
 Field Service Operations
 Aviation
and Maintenance Services
 Fiscal Year Ended March 28, 2008 to Fiscal Year Ended March 30, 2007
 Consolidated Results of Operations
  Fiscal Year EndedMarch 28, 2008
    
    
    March 30, 2007(Dollars in thousands)Revenue
    
    $
    2,139,761
    
    
    
    100.0
    %
    
    $
    2,082,274
    
    
    
    100.0
    %Cost of services
    
    
    (1,859,666
    )
    
    
    (86.9
    )%
    
    
    (1,817,707
    )
    
    
    (87.3
    )%Selling, general and administrative expenses
    
    
    (117,919
    )
    
    
    (5.5
    )%
    
    
    (107,681
    )
    
    
    (5.2
    )%Depreciation and amortization expense
    
    
    (42,173
    )
    
    
    (2.0
    )%
    
    
    (43,401
    )
    
    
    (2.1
    )%Operating income
    
    
    120,003
    
    
    
    5.6
    %
    
    
    113,485
    
    
    
    5.4
    %Interest expense
    
    
    (55,374
    )
    
    
    (2.6
    )%
    
    
    (58,412
    )
    
    
    (2.8
    )%Loss on early extinguishment of debt
    
    
    
    
    
    
    0.0
    %
    
    
    (3,484
    )
    
    
    (0.1
    )%Earnings from affiliates
    
    
    4,758
    
    
    
    0.2
    %
    
    
    2,913
    
    
    
    0.1
    %Interest income
    
    
    3,062
    
    
    
    0.1
    %
    
    
    1,789
    
    
    
    0.1
    %Other income, net
    
    
    199
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Income before taxes
    
    
    72,648
    
    
    
    3.4
    %
    
    
    56,291
    
    
    
    2.7
    %Provision for income taxes
    
    
    (27,999
    )
    
    
    (1.3
    )%
    
    
    (20,549
    )
    
    
    (1.0
    )%Income before minority interest
    
    
    44,649
    
    
    
    2.1
    %
    
    
    35,742
    
    
    
    1.7
    %Minority interest
    
    
    3,306
    
    
    
    0.2
    %
    
    
    
    
    
    
    0.0
    %Net income
    
    $
    47,955
    
    
    
    2.2
    %
    
    $
    35,742
    
    
    
    1.7
    %
 Revenue 
 32




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##### Table of Contents



Cost of services 
 Selling, general and administrative expenses 
 Depreciation and amortization expense 
 Interest expense 
 Interest income 
 Provision for income taxes 
 Results by Segment
  International Security Services
 Fiscal Year Ended
    
    
    Fiscal Year EndedMarch 28, 2008
    
    
    March 30, 2007
    
    
    ChangeRevenue
    
    $
    1,097,083
    
    
    $
    1,086,481
    
    
    $
    10,602Operating income
    
    $
    89,588
    
    
    $
    89,130
    
    
    $
    458
 Revenue 
 Law Enforcement and Security:
 Specialty Aviation and Counter-drug Operations:
 33




---



##### Table of Contents



Global Linguist Solutions:
 Operating income 
 Law Enforcement and Security:
 Specialty Aviation and Counter-drug Operations:
 Global Linguist Solutions:
 General SG&A Factors:
 Logistics & Construction Management
 Fiscal Year Ended
    
    
    Fiscal Year EndedMarch 28, 2008
    
    
    March 30, 2007
    
    
    ChangeRevenue
    
    $
    285,317
    
    
    $
    266,050
    
    
    $
    19,267Operating income
    
    $
    10,854
    
    
    $
    13,227
    
    
    $
    (2,373
    )
 Revenue 
 Contingency and Logistics Operations:
 Operations Maintenance and Construction Management:
 Operating income 
 Contingency and Logistics Operations:
 Operations Maintenance and Construction Management:
 General SG&A Factors:
 34




---



##### Table of Contents



Maintenance & Technical Support Services
 Fiscal Year Ended
    
    
    Fiscal Year EndedMarch 28, 2008
    
    
    March 30, 2007
    
    
    ChangeRevenue
    
    $
    757,361
    
    
    $
    729,743
    
    
    $
    27,618Operating income
    
    $
    19,561
    
    
    $
    11,128
    
    
    $
    8,433
 Revenue 
 Contract Logistics Support:
 Field Service Operations:
 Aviation & Maintenance Services:
 Operating income 
 Contract Logistics Support:
 Field Service Operations:
 Aviation & Maintenance Services:
 General SG&A Factors:
 LIQUIDITY AND CAPITAL RESOURCES
   35




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##### Table of Contents



Cash Flow Analysis
  Fiscal Year EndedApril 3,
    
    March 28,
    
    March 30,(Dollars in thousands)
    
    2009
    
    2008
    
    2007Net cash provided by operating activities
    
    $
    140,871
    
    
    $
    42,361
    
    
    $
    93,533Net cash used by investing activities
    
    
    (9,148
    )
    
    
    (11,306
    )
    
    
    (7,595
    )Net cash (used by) provided by financing activities
    
    
    (16,880
    )
    
    
    (48,131
    )
    
    
    (4,056
    )
 Fiscal Year 2009 Compared to Fiscal Year 2008
    Fiscal Year 2008 Compared to Fiscal Year 2007
    Financing
  36




---



##### Table of Contents



April 3,
    
    
    March 28,2009
    
    
    2008(Dollars in thousands)Term loans
    
    $
    200,000
    
    
    $
    301,1309.5% Senior subordinated notes
    
    
    399,912
    
    
    
    292,032Subtotal
    
    
    599,912
    
    
    
    593,162Less current portion of long-term debt
    
    
    (30,540
    )
    
    
    (3,096
    )Total long-term debt
    
    $
    569,372
    
    
    $
    590,066
        37




---



##### Table of Contents



Contractual Commitments
  Fiscal Year2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    Total(Dollars in thousands)Contractual obligations:Term Loan(1)
    
    $
    30,540
    
    
    $
    36,960
    
    
    $
    55,500
    
    
    $
    77,000
    
    
    $
    
    
    
    $
    
    
    
    $
    200,000Senior subordinated notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    399,912
    
    
    
    
    
    
    
    
    
    
    
    399,912Operating leases(2)
    
    
    22,392
    
    
    
    9,406
    
    
    
    9,284
    
    
    
    8,886
    
    
    
    6,554
    
    
    
    19,901
    
    
    
    76,423Interest on indebtedness(3)
    
    
    44,257
    
    
    
    45,603
    
    
    
    42,847
    
    
    
    41,342
    
    
    
    
    
    
    
    
    
    
    
    174,049Management fee(4)
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    300
    
    
    
    1,800Interest rate swap(5)
    
    
    6,152
    
    
    
    1,139
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,291Total contractual obligations
    
    $
    103,641
    
    
    $
    93,408
    
    
    $
    107,931
    
    
    $
    527,440
    
    
    $
    6,854
    
    
    $
    20,201
    
    
    $
    859,475
 
 (1)
    
    Includes mandatory payment of term loan with excess cash flow. See Note 7 to our consolidated financial statements.(2)
    
    For additional information about our operating leases, see Note 8 to our consolidated financial statements.(3)
    
    Represents interest expense calculated using interest rates of: (i) 3.7% on the term loan, (ii) 9.5% on the senior
subordinated notes and (iii) 0.5% interest applied to unutilized revolver borrowing capacity. The term loan
interest is variable and resets each quarter based on changes in three-month LIBOR and the spread. The senior
subordinated debt 9.5% rate as well as the 0.5% rate applied to the unutilized borrowing capacity is fixed.(4)
    
    For additional information on the management fee, see Note 15 to our consolidated financial statements.(5)
    
    This is based on the present value of the estimated settlement payments as of April 3, 2009. The actual amounts
could differ based on the variability of three-month LIBOR. Backlog
  Estimated Remaining Contract Value
  Estimated Total Contract Value
  Off-Balance Sheet Arrangements
  
    
    Any obligation under certain guarantee contracts;
    
    A retained or contingent interest in assets transferred to an unconsolidated entity
or similar arrangement that serves as credit, liquidity or market risk support to that
entity for such assets;
    
    Any obligation under certain derivative instruments; and
    
    Any obligation arising out of a material variable interest held by us in an
unconsolidated entity that provides financing, liquidity, market risk or
credit risk support to us, or engages in leasing, hedging or research and development
services with us.
  Effects of Inflation
  38




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##### Table of Contents



Critical Accounting Policies and Estimates
   Revenue Recognition
    Federal Government Contracts Federal Government Contractors, or
  39




---



##### Table of Contents



Construction Contracts or Contract Elements
 Software Contracts or Contract Elements
 Other Contracts or Contract Elements
 Deferred Taxes, Tax Valuation Allowances and Tax Reserves
      40




---



##### Table of Contents



Equity-Based Compensation Expense
 Share-Based Payment
    Impairment of Goodwill
 Goodwill and Other Intangible Assets
   41




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##### Table of Contents



Recent Accounting Pronouncements
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Interest Rate Risk
    Foreign Currency Exchange Rate Risk
  42




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport
of Independent Registered Public Accounting Firm
    
    44Consolidated
Statements of Income for the fiscal years ended April 3, 2009,
March 28, 2008 and March 30, 2007
    
    45Consolidated
Balance Sheets as of April 3, 2009 and March 28, 2008
    
    46Consolidated Statements of Cash Flows for the fiscal years ended April 3, 2009, March 28, 2008
and March 30, 2007
    
    47Consolidated Statements of Members Equity for the fiscal years ended April 3, 2009, March 28, 2008 and
March 30, 2007
    
    48Notes
to Consolidated Financial Statements
    
    49
 43




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal Control  Integrated Framework
 Deloitte & Touche LLP
 44




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##### Table of Contents



DYNCORP INTERNATIONAL LLC
 
 CONSOLIDATED STATEMENTS OF INCOME
 Fiscal Year EndedApril 3,
    
    
    March 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2007(Dollars in thousands)Revenue
    
    $
    3,101,093
    
    
    $
    2,139,761
    
    
    $
    2,082,274Cost of services
    
    
    (2,768,962
    )
    
    
    (1,859,666
    )
    
    
    (1,817,707
    )Selling, general and administrative expenses
    
    
    (103,583
    )
    
    
    (117,919
    )
    
    
    (107,681
    )Depreciation and amortization expense
    
    
    (40,557
    )
    
    
    (42,173
    )
    
    
    (43,401
    )Operating income
    
    
    187,991
    
    
    
    120,003
    
    
    
    113,485Interest expense
    
    
    (58,782
    )
    
    
    (55,374
    )
    
    
    (58,412
    )Loss on early extinguishment of debt, net
    
    
    (4,131
    )
    
    
    
    
    
    
    (3,484
    )Earnings from affiliates
    
    
    5,223
    
    
    
    4,758
    
    
    
    2,913Interest income
    
    
    2,195
    
    
    
    3,062
    
    
    
    1,789Other income, net
    
    
    145
    
    
    
    199
    
    
    
    Income before income taxes
    
    
    132,641
    
    
    
    72,648
    
    
    
    56,291Provision for income taxes
    
    
    (41,995
    )
    
    
    (27,999
    )
    
    
    (20,549
    )Income before minority interest
    
    
    90,646
    
    
    
    44,649
    
    
    
    35,742Minority interest
    
    
    (20,876
    )
    
    
    3,306
    
    
    
    Net income
    
    $
    69,770
    
    
    $
    47,955
    
    
    $
    35,742
  45




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##### Table of Contents



DYNCORP INTERNATIONAL LLC
 
 CONSOLIDATED BALANCE SHEETS
 As ofApril 3,
    
    
    March 28,2009
    
    
    2008(Amounts in thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    200,222
    
    
    $
    85,379Restricted cash
    
    
    5,935
    
    
    
    11,308Accounts receivable, net of allowances of $68 and $268
    
    
    564,432
    
    
    
    513,312Prepaid expenses and other current assets
    
    
    124,214
    
    
    
    109,027Deferred income taxes
    
    
    
    
    
    
    17,341Total current assets
    
    
    894,803
    
    
    
    736,367Property and equipment, net
    
    
    18,338
    
    
    
    15,442Goodwill
    
    
    420,180
    
    
    
    420,180Tradename
    
    
    18,318
    
    
    
    18,318Other intangibles, net
    
    
    142,719
    
    
    
    176,146Deferred income taxes
    
    
    12,788
    
    
    
    18,168Other assets, net
    
    
    32,068
    
    
    
    18,088Total assets
    
    $
    1,539,214
    
    
    $
    1,402,709LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    30,540
    
    
    $
    3,096Accounts payable
    
    
    160,419
    
    
    
    148,787Accrued payroll and employee costs
    
    
    137,993
    
    
    
    85,186Deferred income taxes
    
    
    8,278
    
    
    
    Other accrued liabilities
    
    
    111,590
    
    
    
    129,240Income taxes payable
    
    
    5,986
    
    
    
    8,245Total current liabilities
    
    
    454,806
    
    
    
    374,554Long-term debt, less current portion
    
    
    569,372
    
    
    
    590,066Other long-term liabilities
    
    
    6,779
    
    
    
    13,804Commitments and contingenciesMinority interest
    
    
    10,736
    
    
    
    Members equity:Members units, 100 outstanding
    
    
    331,008
    
    
    
    321,414Retained earnings
    
    
    179,555
    
    
    
    109,785Purchases of
Parents common stock
    
    
    (8,618
    )Accumulated other comprehensive loss
    
    
    (4,424
    )
    
    
    (6,914
    )Total members equity
    
    
    497,521
    
    
    
    424,285Total liabilities and members equity
    
    $
    1,539,214
    
    
    $
    1,402,709
  46




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##### Table of Contents



DYNCORP INTERNATIONAL LLC
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Fiscal Year EndedApril 3,
    
    
    March 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2007(Dollars in thousands)Cash flows from operating activitiesNet income
    
    $
    69,770
    
    
    $
    47,955
    
    
    $
    35,742Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    41,634
    
    
    
    43,492
    
    
    
    45,251Loss on early extinguishment of debt, net
    
    
    4,131
    
    
    
    
    
    
    
    2,657Excess tax benefits from equity-based compensation
    
    
    (184
    )
    
    
    (686
    )
    
    
    (495
    )Amortization of deferred loan costs
    
    
    3,694
    
    
    
    3,015
    
    
    
    3,744Recovery for losses on accounts receivable
    
    
    (185
    )
    
    
    (923
    )
    
    
    (2,500
    )Earnings from affiliates
    
    
    (5,223
    )
    
    
    (4,758
    )
    
    
    (2,913
    )Deferred income taxes
    
    
    34,273
    
    
    
    (1,017
    )
    
    
    (14,010
    )Equity-based compensation
    
    
    1,883
    
    
    
    4,599
    
    
    
    2,353Minority interest
    
    
    20,876
    
    
    
    (3,306
    )
    
    
    Other
    
    
    (291
    )
    
    
    
    
    
    
    Changes in assets and liabilities:Restricted cash
    
    
    5,373
    
    
    
    8,916
    
    
    
    (20,224
    )Accounts receivable
    
    
    (50,896
    )
    
    
    (49,675
    )
    
    
    (19,255
    )Prepaid expenses and other current assets
    
    
    (18,934
    )
    
    
    (36,123
    )
    
    
    (25,165
    )Accounts payable and accrued liabilities
    
    
    36,441
    
    
    
    31,679
    
    
    
    82,427Income taxes payable
    
    
    (3,930
    )
    
    
    (3,458
    )
    
    
    5,921Distributions from affiliates
    
    
    2,439
    
    
    
    2,651
    
    
    
    Net cash provided by operating activities
    
    
    140,871
    
    
    
    42,361
    
    
    
    93,533Cash flows from investing activitiesPurchase of property and equipment
    
    
    (4,684
    )
    
    
    (6,081
    )
    
    
    (7,037
    )Purchase of computer software
    
    
    (2,596
    )
    
    
    (1,657
    )
    
    
    (2,280
    )Proceeds from sale of property and equipment
    
    
    365
    
    
    
    
    
    
    
    Contributions to equity method investees
    
    
    (2,233
    )
    
    
    (3,366
    )
    
    
    (363
    )Other assets
    
    
    
    
    
    
    (202
    )
    
    
    2,085Net cash used by investing activities
    
    
    (9,148
    )
    
    
    (11,306
    )
    
    
    (7,595
    )Cash flows from financing activitiesBorrowings under debt agreements
    
    
    323,751
    
    
    
    
    
    
    
    Payments on debt agreements
    
    
    (315,538
    )
    
    
    (37,832
    )
    
    
    (30,556
    )Premium paid on redemption of senior subordinated notes
    
    
    
    
    
    
    
    
    
    
    (2,657
    )Payment of deferred financing costs
    
    
    (10,790
    )
    
    
    
    
    
    
    (640
    )Borrowings under other financing arrangements
    
    
    26,254
    
    
    
    7,423
    
    
    
    18,770Payments under other financing arrangements
    
    
    (26,628
    )
    
    
    (18,408
    )
    
    
    (7,411
    )Excess tax benefits from equity-based compensation
    
    
    184
    
    
    
    686
    
    
    
    495Purchases of
Parents common shares
    
    
    (8,618
    )
    
    
    
    
    
    
    17,943Receipt of proceeds on note receivable from DIFZ sale
    
    
    500
    
    
    
    
    
    
    
    Payments of minority interest dividends
    
    
    (5,995
    )
    
    
    
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (16,880
    )
    
    
    (48,131
    )
    
    
    (4,056
    )Net increase (decrease) in cash and cash equivalents
    
    
    114,843
    
    
    
    (17,076
    )
    
    
    81,882Cash and cash equivalents, beginning of year
    
    
    85,379
    
    
    
    102,455
    
    
    
    20,573Cash and cash equivalents, end of year
    
    $
    200,222
    
    
    $
    85,379
    
    
    $
    102,455Income taxes paid (net of refunds)
    
    $
    19,292
    
    
    $
    36,740
    
    
    $
    26,183Interest paid
    
    $
    58,782
    
    
    $
    53,065
    
    
    $
    49,090Non-cash sale of DIFZ, including related financing
    
    $
    9,545
    
    
    $
    
    
    
    $
    
  47




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##### Table of Contents



DYNCORP INTERNATIONAL LLC
 
 CONSOLIDATED STATEMENTS OF MEMBERS EQUITY
 Accumulated(Accumulated
    
    OtherParents Common
    
    Deficit)/Retained
    
    ComprehensiveMembers Units
    
    Stock
    
    Earnings
    
    Income
    
    TotalBalance at March 31, 2006
    
    $
    298,914
    
    
    
    
    
    
    $
    27,463
    
    
    $
    (218
    )
    
    $
    326,159Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    35,742
    
    
    
    
    
    
    
    35,742Change in fair value of
interest rate cap, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16
    )
    
    
    (16
    )Foreign currency translation,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70
    
    
    
    70Comprehensive income
    
    
    
    
    
    
    
    
    
    
    35,742
    
    
    
    54
    
    
    
    35,796Contribution from parent
    
    
    14,871
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,871Tax benefit associated with
equity-based compensation
    
    
    495
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    495Equity-based compensation
    
    
    2,353
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,353Balance at March 30, 2007
    
    
    316,633
    
    
    
    
    
    
    
    63,205
    
    
    
    (164
    )
    
    
    379,674Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    47,955
    
    
    
    
    
    
    
    47,955Interest rate cap, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276
    
    
    
    276Interest rate swap, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,174
    )
    
    
    (7,174
    )Currency translation
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    148
    
    
    
    148Comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    47,955
    
    
    
    (6,750
    )
    
    
    41,205Adjustment for the adoption of
FIN No. 48
    
    
    
    
    
    
    
    
    
    
    (1,375
    )
    
    
    
    
    
    
    (1,375
    )Tax benefit associated with
equity-based compensation
    
    
    686
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    686Equity-based compensation
    
    
    4,095
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,095Balance at March 28, 2008
    
    
    321,414
    
    
    
    
    
    
    
    109,785
    
    
    
    (6,914
    )
    
    
    424,285Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    69,770
    
    
    
    
    
    
    
    69,770Interest rate swap, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,212
    
    
    
    3,212Currency translation
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (722
    )
    
    
    (722
    )Comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    69,770
    
    
    
    2,490
    
    
    
    72,260Sale of noncontrolling
interest in DIFZ
    
    
    9,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,220DIFZ financing, net of tax
    
    
    325
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325Purchases of
Parents common stock
    
    
    
    
    
    
    (8,618
    )
    
    
    
    
    
    
    
    
    
    
    (8,618
    )Tax benefit associated with
equity-based compensation
    
    
    184
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184Equity-based compensation
    
    
    (135
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (135
    )Balance at April 3, 2009
    
    $
    331,008
    
    
    
    (8,618
    )
    
    $
    179,555
    
    
    $
    (4,424
    )
    
    $
    497,521
  48




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##### Table of Contents



DYNCORP INTERNATIONAL LLC
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fiscal Years Ended April 3, 2009, March 28, 2008 and March 30, 2007
 Note 1  Significant Accounting Policies and Accounting Developments
  Principles of Consolidation
 Consolidation of Variable Interest Entities
  DynEgypt LLC
    
    
    50.0
    %TSDI Pty Ltd
    
    
    50.0
    %Dyn Puerto Rico Corporation
    
    
    49.9
    %Contingency Response Services LLC
    
    
    45.0
    %Babcock DynCorp Limited
    
    
    44.0
    %Partnership for Temporary Housing LLC
    
    
    40.0
    %DCP Contingency Services LLC
    
    
    40.0
    %
    GLS
    
    
    51.0
    %DIFZ
    
    
    50.0
    %
 49




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##### Table of Contents



Minority Interest
  Revenue Recognition and Cost Estimation on Long-Term Contracts
 General 
      Federal Government Contracts  Federal Government Contractors
   50




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##### Table of Contents



Construction Contracts
 or Contract Elements  Accounting for Performance of Construction-Type and Certain Production-Type Contracts
 Software Contracts or Contract Elements  Software
Revenue Recognition Applicability of AICPA Statement of Position 97-2 to Non-Software Deliverables in
an Arrangement Containing More-Than-Incidental Software
 Other Contracts or Contract Elements  Revenue Arrangements with Multiple Deliverables
 Revenue Recognition in Financial Statements
 Cash and cash equivalents
  Restricted cash
  51




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##### Table of Contents



Use of Estimates
  Allowance for Doubtful Accounts
  Property and Equipment
  Computer and related equipment
    
    3 to 5 yearsFurniture and other equipment
    
    2 to 10 yearsLeasehold improvements
    
    Shorter of lease term or useful life
 Impairment of Long Lived Assets
  Indefinite Lived Assets
  52




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##### Table of Contents



Income Taxes
   Equity-Based Compensation Expense
 Share-Based Payment
 Fair Values of Financial Instruments
   
    
    Level 1, defined as observable inputs, such as quoted prices in active markets;
    
    Level 2, defined as inputs other than quoted prices in active markets that are either
directly or indirectly observable; and
    
    Level 3, defined as unobservable inputs in which little or no market data exists,
therefore requiring an entity to develop its own assumptions.
 Currency Translation
  Operating Segments
  53




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##### Table of Contents



International Security Services, or ISS
 Logistics and Construction Management, or LCM
 Maintenance and Technical Support Services, or MTSS
  Accounting Developments
 Pronouncements Implemented in Fiscal Year 2009
     Pronouncements Not Yet Implemented
  54




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##### Table of Contents



Note 2  Composition of Certain Financial Statement Captions
  Prepaid expense and other current assets 
 April 3,
    
    
    March 28,2009
    
    
    2008Prepaid expenses
    
    $
    61,570
    
    
    $
    43,205Inventories
    
    
    10,840
    
    
    
    8,463Work-in-process
    
    
    33,885
    
    
    
    45,245Minority interest receivable
    
    
    
    
    
    
    3,306Joint venture receivables
    
    
    2,491
    
    
    
    2,076Other current assets
    
    
    15,428
    
    
    
    6,732Total
    
    $
    124,214
    
    
    $
    109,027
  Property and equipment, net 
 April 3,
    
    
    March 28,2009
    
    
    2008Computers and other equipment
    
    $
    13,466
    
    
    $
    11,813Leasehold improvements
    
    
    7,435
    
    
    
    4,649
 55




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##### Table of Contents



April 3,
    
    
    March 28,2009
    
    
    2008Office furniture and fixtures
    
    
    6,066
    
    
    
    5,272Gross property and equipment
    
    
    26,967
    
    
    
    21,734Less accumulated depreciation
    
    
    (8,629
    )
    
    
    (6,292
    )Property and equipment, net
    
    $
    18,338
    
    
    $
    15,442
 Other assets, net 
 April 3,
    
    
    March 28,2009
    
    
    2008Deferred financing costs, net
    
    $
    13,828
    
    
    $
    11,350Investment in affiliates
    
    
    8,982
    
    
    
    6,287Palm promissory notes, long-term portion
    
    
    6,631
    
    
    
    Other
    
    
    2,627
    
    
    
    451$
    32,068
    
    
    $
    18,088
  Accrued payroll and employee costs 
 April 3,
    
    
    March 28,2009
    
    
    2008Wages, compensation and other benefits
    
    $
    108,879
    
    
    $
    57,940Accrued vacation
    
    
    26,329
    
    
    
    24,760Accrued contributions to employee benefit plans
    
    
    2,785
    
    
    
    2,486$
    137,993
    
    
    $
    85,186
 Other accrued liabilities 
 April 3,
    
    
    March 28,2009
    
    
    2008Deferred revenue
    
    $
    30,739
    
    
    $
    53,083Insurance expense
    
    
    28,061
    
    
    
    36,260Interest expense and short-term swap liability
    
    
    11,688
    
    
    
    14,348Contract losses
    
    
    11,730
    
    
    
    134Legal matters
    
    
    16,993
    
    
    
    19,851Other
    
    
    12,379
    
    
    
    5,564$
    111,590
    
    
    $
    129,240
  Note 3  Goodwill and other Intangible Assets
    56




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##### Table of Contents



ISS
    
    
    LCM
    
    
    MTSS
    
    
    Total(Dollars in thousands)Balance  March 30, 2007
    
    $
    319,866
    
    
    $
    
    
    
    $
    100,314
    
    
    $
    420,180Transfer between operating segments(1)
    
    
    20,163
    
    
    
    
    
    
    
    (20,163
    )
    
    
    Balance  March 28, 2008(2)
    
    $
    340,029
    
    
    
    
    
    
    $
    80,151
    
    
    $
    420,180Additions or adjustments (3)
    
    
    (39,935
    )
    
    
    39,935
    
    
    
    
    
    
    
    Balance as of April 3, 2009
    
    $
    300,094
    
    
    $
    39,935
    
    
    $
    80,151
    
    
    $
    420,180
 
 (1)
    
    Transfer between operating segments is the result of a reorganization of our reporting structure within our segments
and a related independent fair value analysis of the reporting units within our operating segments, in the manner
required by SFAS No. 142.(2)
    
    Balance as of March 28, 2008 represents the goodwill balance of the GS operating segment. ISS and LCM did not exist
as operating segments at that time. See Note 1 for further discussion regarding our change in operating segments.(3)
    
    The GS operating segment was broken into two operating segments on March 29, 2008, the beginning of fiscal year 2009.  April 3, 2009WeightedAverageUseful Life
    
    
    Gross
    
    
    Accumulated(Years)
    
    
    Carrying Value
    
    
    Amortization
    
    
    Net(Amounts in thousands, except years)Finite-lived intangible assets:Customer-related intangible assets
    
    
    8.5
    
    
    $
    290,716
    
    
    $
    (155,142
    )
    
    $
    135,574Other
    
    
    5.5
    
    
    
    15,351
    
    
    
    (8,206
    )
    
    
    7,145$
    306,067
    
    
    $
    (163,348
    )
    
    $
    142,719Indefinite-lived intangible assets 
Tradename
    
    
    
    
    
    $
    18,318
    
    
    $
    
    
    
    $
    18,318
 March 28, 2008WeightedAverageUseful Life
    
    
    Gross
    
    
    Accumulated(Years)
    
    
    Carrying Value
    
    
    Amortization
    
    
    Net(Amounts in thousands, except years)Finite-lived intangible assets:Customer-related intangible assets
    
    
    8.5
    
    
    $
    290,716
    
    
    $
    (119,997
    )
    
    $
    170,719Other
    
    
    4.2
    
    
    
    10,887
    
    
    
    (5,460
    )
    
    
    5,427$
    301,603
    
    
    $
    (125,457
    )
    
    $
    176,146Indefinite-lived intangible assets 
Tradename
    
    
    
    
    
    $
    18,318
    
    
    $
    
    
    
    $
    18,318
   AmortizationExpense(Dollars in thousands)Estimate for fiscal year 2010
    
    $
    37,579Estimate for fiscal year 2011
    
    
    33,386Estimate for fiscal year 2012
    
    
    22,809Estimate for fiscal year 2013
    
    
    19,221Estimate for fiscal year 2014
    
    
    8,099Thereafter
    
    
    21,625
 57




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##### Table of Contents



Note 4  Income Taxes
  Fiscal Year EndedApril 3,
    
    
    March 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2007(Dollars in thousands)Current portion:Federal
    
    $
    1,127
    
    
    $
    22,203
    
    
    $
    28,295State
    
    
    1,197
    
    
    
    2,338
    
    
    
    1,629Foreign
    
    
    5,398
    
    
    
    4,475
    
    
    
    4,6357,722
    
    
    
    29,016
    
    
    
    34,559Deferred portion:Federal
    
    
    33,199
    
    
    
    (1,026
    )
    
    
    (12,635
    )State
    
    
    1,110
    
    
    
    22
    
    
    
    (348
    )Foreign
    
    
    (36
    )
    
    
    (13
    )
    
    
    (1,027
    )34,273
    
    
    
    (1,017
    )
    
    
    (14,010
    )Provision for income taxes
    
    $
    41,995
    
    
    $
    27,999
    
    
    $
    20,549
  As ofApril 3,
    
    
    March 28,2009
    
    
    2008(Dollars in thousands)Deferred tax assets related to:Workers compensation accrual
    
    $
    5,956
    
    
    $
    9,481Accrued vacation
    
    
    6,593
    
    
    
    7,086Billed and unbilled reserves
    
    
    2,683
    
    
    
    3,435Completion bonus allowance
    
    
    5,269
    
    
    
    5,761Accrued severance
    
    
    1,122
    
    
    
    1,027Accrued executive incentives
    
    
    4,098
    
    
    
    1,526Depreciable assets
    
    
    540
    
    
    
    885Warranty reserve
    
    
    
    
    
    
    458Legal reserve
    
    
    6,146
    
    
    
    7,180Accrued health costs
    
    
    726
    
    
    
    750Leasehold improvements
    
    
    799
    
    
    
    448Interest rate swap
    
    
    2,549
    
    
    
    4,223FIN 48 deferred tax asset
    
    
    5,955
    
    
    
    1,354Contract loss reserve
    
    
    4,243
    
    
    
    134Other accrued liabilities and reserves
    
    
    1,221
    
    
    
    662Total deferred tax assets
    
    
    47,900
    
    
    
    44,410Deferred tax liabilities related to:Prepaid insurance
    
    
    (8,878
    )
    
    
    (1,096
    )Customer intangibles
    
    
    (11,659
    )
    
    
    (7,196
    )Deferred revenue
    
    
    (21,579
    )
    
    
    (609
    )DIFZ sale
    
    
    (1,274
    )
    
    
    Total deferred tax liabilities
    
    
    (43,390
    )
    
    
    (8,901
    )Deferred tax assets, net
    
    $
    4,510
    
    
    $
    35,509
  April 3,
    
    
    March 28,2009
    
    
    2008(Dollars in thousands)Current deferred tax (liabilities)/assets
    
    $
    (8,278
    )
    
    $
    17,341Non-current deferred tax assets
    
    
    12,788
    
    
    
    18,168Deferred tax assets, net
    
    $
    4,510
    
    
    $
    35,509
 58




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##### Table of Contents



Fiscal Year EndedApril 3,
    
    March 28,
    
    March 30,2009
    
    2008
    
    2007Statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income tax, less effect of federal deduction
    
    
    1.4
    %
    
    
    2.0
    %
    
    
    1.2
    %Minority interest
    
    
    (5.5
    %)
    
    
    1.5
    %
    
    
    0.0
    %Other
    
    
    0.8
    %
    
    
    0.0
    %
    
    
    0.3
    %Effective tax rate
    
    
    31.7
    %
    
    
    38.5
    %
    
    
    36.5
    %
 Uncertain Tax Positions
  Balance at March 31, 2007
    
    $
    5,881Additions for tax positions related to current year
    
    
    1,619Additions for tax positions taken in prior years
    
    
    Reductions for tax positions of prior years
    
    
    (4,786
    )Settlements
    
    
    Lapse of statute of limitations
    
    
    Balance at March 28, 2008
    
    $
    2,714Additions for tax positions related to current year
    
    
    4,023Additions for tax positions taken in prior years
    
    
    2,025Reductions for tax positions of prior yearsSettlements
    
    
    (2,675
    )Lapse of statute of limitations
    
    
    Balance at April 3, 2009
    
    $
    6,087
    Note 5  Accounts Receivable
  April 3,
    
    
    March 28,2009
    
    
    2008(Dollars in thousands)Billed, net
    
    $
    220,501
    
    
    $
    193,337Unbilled
    
    
    343,931
    
    
    
    319,975Total
    
    $
    564,432
    
    
    $
    513,312
 59




---



##### Table of Contents



$
 Note 6  401(k) Savings Plans
  Note 7  Long-Term Debt
  April 3,
    
    
    March 28,2009
    
    
    2008(Dollars in thousands)Term loans
    
    $
    200,000
    
    
    $
    301,1309.5% Senior subordinated notes
    
    
    399,912
    
    
    
    292,032599,912
    
    
    
    593,162Less current portion of long-term debt
    
    
    (30,540
    )
    
    
    (3,096
    )Total long-term debt
    
    $
    569,372
    
    
    $
    590,066
  (Dollars in thousands)2010
    
    $
    30,5402011
    
    
    36,9602012
    
    
    55,5002013
    
    
    476,9122014
    
    
    Thereafter
    
    
    Total long-term debt (including current portion)
    
    $
    599,912
 Senior Secured Credit Facility
   60




---



##### Table of Contents



9.5% Senior Subordinated Notes
     61




---



##### Table of Contents



Note 8  Commitments and Contingencies
 Commitments
   Fiscal Year
    
    Real Estate
    
    
    Equipment
    
    
    Services2010
    
    $
    16,207
    
    
    $
    2,922
    
    
    $
    3,2632011
    
    
    8,758
    
    
    
    648
    
    
    
    2012
    
    
    8,738
    
    
    
    546
    
    
    
    2013
    
    
    8,590
    
    
    
    296
    
    
    
    2014
    
    
    6,512
    
    
    
    42
    
    
    
    Thereafter
    
    
    19,901
    
    
    
    
    
    
    
    $
    68,706
    
    
    $
    4,454
    
    
    $
    3,263
  Contingencies
 General Legal Matters
  Pending litigation and claims
   62




---



##### Table of Contents



U.S. Government Investigations
    U.S. Government Audits
   63




---



##### Table of Contents



Contract Matters
  Credit Risk
  Risk Management Liabilities and Reserves
  Note 9  Valuation and Qualifying Accounts
 For the Fiscal Years Ended April 3, 2009, March 28, 2008 and March 30, 2007
 Charged/(Credited)
    
    DeductionsBeginning
    
    to Costs and
    
    from
    
    End ofof Period
    
    Expense
    

Reserve(1)
    
    Period(Dollars in thousands)Allowance for doubtful accounts:April 1, 2006  March 30, 2007
    
    $
    8,479
    
    
    
    (2,500
    )
    
    
    (2,551
    )
    
    $
    3,428March 31, 2007  March 28, 2008
    
    $
    3,428
    
    
    
    (923
    )
    
    
    (2,237
    )
    
    $
    268March 29, 2008  April 3, 2009
    
    $
    268
    
    
    
    (185
    )
    
    
    (15
    )
    
    $
    68
 
 (1)
    
    Deductions from reserve represent accounts written off, net of recoveries. 64




---



##### Table of Contents



Note 10  Interest Rate Derivatives
  Fixed
    
    VariableNotional
    
    Interest
    
    Interest RateDate Entered
    
    Amount
    
    Rate Paid*
    
    Received
    
    Expiration DateApril 2007
    
    $
    168,620
    
    
    
    4.975
    %
    
    three-month LIBOR
    
    May 2010April 2007
    
    $
    31,380
    
    
    
    4.975
    %
    
    three-month LIBOR
    
    May 2010
 
 *
    
    plus applicable margin (2.5% at April 3, 2009)     Fair Value at
    
    
    Fair Value at MarchDerivatives designated as hedges under SFAS No. 133
    
    Balance Sheet Location
    
    
    April 3, 2009
    
    
    28, 2008Interest Rate Swaps
    
    Other accrued liabilities
    
    $
    5,259
    
    
    $
    5,783Interest Rate Swaps
    
    Other long-term liabilities
    
    
    957
    
    
    
    5,832Total
    
    $
    6,216
    
    
    $
    11,615
 Fair Value at
    
    
    Fair Value at MarchDerivatives not designated as hedges under SFAS No. 133
    
    Balance Sheet Location
    
    
    April 3, 2009
    
    
    28, 2008Interest Rate Swaps
    
    Other accrued liabilities
    
    $
    893
    
    
    $
    Interest Rate Swaps
    
    Other long-term liabilities
    
    
    182
    
    
    
    Total
    
    $
    1,075
    
    
    $
    Total Derivatives
    
    
    
    
    
    $
    7,291
    
    
    $
    11,615
  65




---



##### Table of Contents



GAINS (LOSSES) RECLASSIFIED FROM
    
    
    GAINS (LOSSES) RECOGNIZEDACCUMULATED OCI INTO INCOME
    
    
    IN INCOME ON DERIVATIVES(EFFECTIVE PORTION)
    
    
    (INEFFECTIVE PORTION)Gains (Losses)Derivatives Designated as
    
    Recognized in OCI
    
    
    
    
    
    
    
    
    
    
    Line Item inCash Flow Hedging
    
    on Derivatives
    
    
    Line Item in Statement
    
    
    
    
    
    
    StatementInstruments under SFAS 133
    
    (Effective Portion)
    
    

of
Income
    
    
    Amount
    
    
    of Income
    
    
    AmountInterest rate derivatives
    
    $
    (6,201
    )
    
    Interest expense
    
    $
    (5,628
    )
    
    Interest expense
    
    $
    370Total
    
    $
    (6,201
    )
    
    
    
    
    
    $
    (5,628
    )
    
    
    
    
    
    $
    370
  GAINS (LOSSES) RECLASSIFIED FROM
    
    
    GAINS (LOSSES) RECOGNIZEDACCUMULATED OCI INTO INCOME
    
    
    IN INCOME ON DERIVATIVES(EFFECTIVE PORTION)
    
    
    (INEFFECTIVE PORTION)Gains (Losses)Derivatives Designated as
    
    Recognized in OCICash Flow Hedging
    
    on Derivatives
    
    
    Line Item in Statement
    
    
    
    
    
    
    Line Item in StatementInstruments under SFAS 133
    
    (Effective Portion)
    
    
    of Income
    
    
    Amount
    
    
    of Income
    
    
    AmountInterest rate derivatives
    
    $
    (11,240
    )
    
    Interest expense
    
    $
    324
    
    
    Interest expense
    
    $
    (375
    )Total
    
    $
    (11,240
    )
    
    
    
    
    
    $
    324
    
    
    
    
    
    
    $
    (375
    )
  Derivatives not Designated

    
    RECLASS FROM OCI DUE TO 
HEDGE DE-DESIGNATIONas Hedging Instruments
    
    Line Item in Statementunder SFAS 133
    
    of Income

    
    AmountInterest rate derivatives
    
    Other income (loss), net
    
    $
    (1,245
    )Total
    
    
    
    
    
    $
    (1,245
    )
  Note 11  Equity-Based Compensation
  Class B Equity
   66




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April 3,
    
    March 28,
    
    March 30,2009
    
    2008
    
    2007Risk-free interest rate
    
    
    4.30
    %
    
    
    4.40
    %
    
    
    4.75
    %Expected volatility
    
    
    43
    %
    
    
    47
    %
    
    
    45
    %Expected lives (for Black-Scholes model input)
    
    4.6 years
    
    4.7 years
    
    4.5 yearsAnnual rate of quarterly dividends
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  % Interest in
    
    
    Grant DateDIV Holding
    
    
    Fair ValueBalance March 31, 2006
    
    
    6.40
    %
    
    $
    7,588Fiscal Year 2007 Grants
    
    
    3.26
    %
    
    
    9,703Fiscal Year 2007 Forfeitures
    
    
    (3.32
    )%
    
    
    (4,007
    )Balance March 30, 2007
    
    
    6.34
    %
    
    $
    13,284Fiscal Year 2008 Grants
    
    
    0.02
    %
    
    
    109Fiscal Year 2008 Forfeitures
    
    
    (0.12
    )%
    
    
    (145
    )Balance March 28, 2008
    
    
    6.24
    %
    
    $
    13,248Fiscal Year 2009 Grants
    
    
    0.20
    %
    
    $
    867Fiscal Year 2009 Forfeitures
    
    
    (1.73
    )%
    
    
    (4,446
    )Balance April 3, 2009
    
    
    4.71
    %
    
    $
    9,669March 30, 2007 Vested
    
    
    2.05
    %
    
    $
    2,797Fiscal Year 2008 Vesting
    
    
    0.77
    %
    
    
    1,844March 28, 2008 Vested
    
    
    2.82
    %
    
    $
    4,641Fiscal Year 2009 Vesting
    
    
    0.87
    %
    
    $
    2,309April 3, 2009 Vested
    
    
    3.69
    %
    
    $
    6,950March 31, 2006 Nonvested
    
    
    5.23
    %
    
    $
    6,205March 30, 2007 Nonvested
    
    
    4.30
    %
    
    $
    10,486March 28, 2008 Nonvested
    
    
    3.42
    %
    
    $
    8,607April 3, 2009 Nonvested
    
    
    1.02
    %
    
    $
    2,719
  Fiscal year ended April 2, 2010
    
    $
    650Fiscal year ended April 1, 2011
    
    
    229Fiscal year ended March 31, 2012 and thereafter
    
    
    61Total
    
    $
    940
 67




---



##### Table of Contents



2007 Omnibus Equity Incentive Plan
        WeightedOutstanding
    
    AverageRestricted
    
    Grant DateStock Units
    
    Fair ValueOutstanding, March 28, 2008
    
    
    159,600
    
    
    $
    21.49Units granted
    
    
    307,945
    
    
    $
    15.53Units forfeited
    
    
    (66,100
    )
    
    $
    19.04Units vested and settled
    
    
    (55,550
    )
    
    $
    21.32Outstanding, April 3, 2009
    
    
    345,895
    
    
    $
    16.71
   68




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##### Table of Contents



Fiscal year ended April 2, 2010
    
    $
    1,684Fiscal year ended April 1, 2011
    
    
    916Fiscal year ended March 31, 2012 and thereafter
    
    
    372Total
    
    $
    2,972
 Note 12  Consolidating Financial Statements of Subsidiary Guarantors
      69




---



##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Statement of Operations Information
For the Fiscal Year Ended April 3, 2009
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)Revenue
    
    $
    2,173,859
    
    
    $
    927,234
    
    
    $
    400,387
    
    
    $
    (400,387
    )
    
    $
    3,101,093Cost of services
    
    
    (1,926,108
    )
    
    
    (849,080
    )
    
    
    (394,161
    )
    
    
    400,387
    
    
    
    (2,768,962
    )Selling, general and administrative expenses
    
    
    (74,016
    )
    
    
    (28,745
    )
    
    
    (822
    )
    
    
    
    
    
    
    (103,583
    )Depreciation and amortization expense
    
    
    (40,475
    )
    
    
    
    
    
    
    (82
    )
    
    
    
    
    
    
    (40,557
    )Operating income
    
    
    133,260
    
    
    
    49,409
    
    
    
    5,322
    
    
    
    
    
    
    
    187,991Interest expense
    
    
    (58,782
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58,782
    )Loss on early extinguishment of debt
    
    
    (4,131
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,131
    )Earnings from affiliates
    
    
    5,223
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,223Equity in income of subsidiaries
    
    
    26,694
    
    
    
    (149
    )
    
    
    
    
    
    
    (26,545
    )
    
    
    Interest income
    
    
    2,168
    
    
    
    10
    
    
    
    17
    
    
    
    
    
    
    
    2,195Other, net
    
    
    269
    
    
    
    (138
    )
    
    
    14
    
    
    
    
    
    
    
    145Income before income taxes
    
    
    104,701
    
    
    
    49,132
    
    
    
    5,353
    
    
    
    (26,545
    )
    
    
    132,641Provision for income taxes
    
    
    (34,931
    )
    
    
    (6,355
    )
    
    
    (709
    )
    
    
    
    
    
    
    (41,995
    )Minority interest
    
    
    
    
    
    
    (18,508
    )
    
    
    (2,368
    )
    
    
    
    
    
    
    (20,876
    )Net income
    
    $
    69,770
    
    
    $
    24,269
    
    
    $
    2,276
    
    
    $
    (26,545
    )
    
    $
    69,770
 70




---



##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Statement of Operations Information
For the Fiscal Year Ended March 28, 2008
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)Revenue
    
    $
    1,878,060
    
    
    $
    261,701
    
    
    $
    331,030
    
    
    $
    (331,030
    )
    
    $
    2,139,761Cost of services
    
    
    (1,622,541
    )
    
    
    (242,736
    )
    
    
    (325,419
    )
    
    
    331,030
    
    
    
    (1,859,666
    )Selling, general and administrative expenses
    
    
    (106,741
    )
    
    
    (11,158
    )
    
    
    (20
    )
    
    
    
    
    
    
    (117,919
    )Depreciation and amortization expense
    
    
    (41,834
    )
    
    
    
    
    
    
    (339
    )
    
    
    
    
    
    
    (42,173
    )Operating income
    
    
    106,944
    
    
    
    7,807
    
    
    
    5,252
    
    
    
    
    
    
    
    120,003Interest expense
    
    
    (55,374
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,374
    )Earnings from affiliates
    
    
    4,758
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,758Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity in income of subsidiaries
    
    
    9,680
    
    
    
    211
    
    
    
    
    
    
    
    (9,891
    )
    
    
    Interest income
    
    
    2,992
    
    
    
    70
    
    
    
    
    
    
    
    
    
    
    
    3,062Other, net
    
    
    485
    
    
    
    (289
    )
    
    
    3
    
    
    
    
    
    
    
    199Income before income taxes
    
    
    69,485
    
    
    
    7,799
    
    
    
    5,255
    
    
    
    (9,891
    )
    
    
    72,648Provision for income taxes
    
    
    (24,836
    )
    
    
    (2,872
    )
    
    
    (291
    )
    
    
    
    
    
    
    (27,999
    )Minority interest
    
    
    3,306
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,306Net income
    
    $
    47,955
    
    
    $
    4,927
    
    
    $
    4,964
    
    
    $
    (9,891
    )
    
    $
    47,955
 71




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##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Statement of Operations Information
For the Fiscal Year Ended March 30, 2007
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)Revenue
    
    $
    1,843,917
    
    
    $
    238,357
    
    
    $
    299,285
    
    
    $
    (299,285
    )
    
    $
    2,082,274Cost of services
    
    
    (1,610,396
    )
    
    
    (211,673
    )
    
    
    (294,923
    )
    
    
    299,285
    
    
    
    (1,817,707
    )Selling, general and administrative expenses
    
    
    (98,727
    )
    
    
    (8,866
    )
    
    
    (88
    )
    
    
    
    
    
    
    (107,681
    )Depreciation and amortization expense
    
    
    (43,324
    )
    
    
    
    
    
    
    (77
    )
    
    
    
    
    
    
    (43,401
    )Operating income
    
    
    91,470
    
    
    
    17,818
    
    
    
    4,197
    
    
    
    
    
    
    
    113,485Interest expense
    
    
    (58,412
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58,412
    )Earnings from affiliates
    
    
    2,913
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,913Loss on early extinguishment of debt
    
    
    (3,484
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,484
    )Equity in income of subsidiaries
    
    
    20,758
    
    
    
    313
    
    
    
    
    
    
    
    (21,071
    )
    
    
    Interest income
    
    
    1,741
    
    
    
    47
    
    
    
    1
    
    
    
    
    
    
    
    1,789Income before income taxes
    
    
    54,986
    
    
    
    18,178
    
    
    
    4,198
    
    
    
    (21,071
    )
    
    
    56,291Provision for income taxes
    
    
    (19,244
    )
    
    
    (1,111
    )
    
    
    (194
    )
    
    
    
    
    
    
    (20,549
    )Net income
    
    $
    35,742
    
    
    $
    17,067
    
    
    $
    4,004
    
    
    $
    (21,071
    )
    
    $
    35,742
 72




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##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Balance Sheet Information
April 3, 2009
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    192,968
    
    
    $
    2,534
    
    
    $
    4,720
    
    
    $
    
    
    
    $
    200,222Restricted cash
    
    
    5,935
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,935Accounts receivable, net
    
    
    389,715
    
    
    
    172,900
    
    
    
    1,817
    
    
    
    
    
    
    
    564,432Prepaid expenses and other current assets
    
    
    112,024
    
    
    
    10,952
    
    
    
    1,238
    
    
    
    
    
    
    
    124,214Total current assets
    
    
    700,642
    
    
    
    186,386
    
    
    
    7,775
    
    
    
    
    
    
    
    894,803Property and equipment, net
    
    
    14,582
    
    
    
    3,400
    
    
    
    356
    
    
    
    
    
    
    
    18,338Goodwill
    
    
    398,559
    
    
    
    21,621
    
    
    
    
    
    
    
    
    
    
    
    420,180Tradename
    
    
    18,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,318Other intangibles, net
    
    
    128,833
    
    
    
    13,886
    
    
    
    
    
    
    
    
    
    
    
    142,719Investment in subsidiaries
    
    
    64,380
    
    
    
    589
    
    
    
    
    
    
    
    (64,969
    )
    
    
    Other assets, net
    
    
    44,762
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    44,856Intercompany receivables
    
    
    48,786
    
    
    
    
    
    
    
    43,663
    
    
    
    (92,449
    )
    
    
    Total assets
    
    $
    1,418,862
    
    
    $
    225,976
    
    
    $
    51,794
    
    
    $
    (157,418
    )
    
    $
    1,539,214LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    30,540
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    30,540Accounts payable
    
    
    96,574
    
    
    
    63,132
    
    
    
    713
    
    
    
    
    
    
    
    160,419Accrued payroll and employee costs
    
    
    69,220
    
    
    
    32,965
    
    
    
    35,808
    
    
    
    
    
    
    
    137,993Other accrued liabilities
    
    
    94,333
    
    
    
    14,711
    
    
    
    2,546
    
    
    
    
    
    
    
    111,590Income taxes payable
    
    
    13,615
    
    
    
    
    
    
    
    649
    
    
    
    
    
    
    
    14,264Total current liabilities
    
    
    304,282
    
    
    
    110,808
    
    
    
    39,716
    
    
    
    
    
    
    
    454,806Long-term debt, less current portion
    
    
    569,372
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    569,372Other long-term liabilities
    
    
    6,744
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    6,779Intercompany payables
    
    
    30,207
    
    
    
    62,242
    
    
    
    
    
    
    
    (92,449
    )
    
    
    Minority Interest
    
    
    10,736
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,736Members equity
    
    
    497,521
    
    
    
    52,891
    
    
    
    12,078
    
    
    
    (64,969
    )
    
    
    497,521Total liabilities and members equity
    
    $
    1,418,862
    
    
    $
    225,976
    
    
    $
    51,794
    
    
    $
    (157,418
    )
    
    $
    1,539,214
 73




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##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Balance Sheet Information
March 28, 2008
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    79,484
    
    
    $
    3,835
    
    
    $
    2,060
    
    
    $
    
    
    
    $
    85,379Restricted cash
    
    
    
    
    
    
    11,308
    
    
    
    
    
    
    
    
    
    
    
    11,308Accounts receivable, net
    
    
    481,810
    
    
    
    30,804
    
    
    
    698
    
    
    
    
    
    
    
    513,312Prepaid expenses and other current assets
    
    
    85,822
    
    
    
    40,503
    
    
    
    43
    
    
    
    
    
    
    
    126,368Total current assets
    
    
    647,116
    
    
    
    86,450
    
    
    
    2,801
    
    
    
    
    
    
    
    736,367Property and equipment, net
    
    
    11,087
    
    
    
    4,049
    
    
    
    306
    
    
    
    
    
    
    
    15,442Goodwill
    
    
    398,559
    
    
    
    21,621
    
    
    
    
    
    
    
    
    
    
    
    420,180Tradename
    
    
    18,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,318Other intangibles, net
    
    
    162,261
    
    
    
    13,885
    
    
    
    
    
    
    
    
    
    
    
    176,146Investment in subsidiaries
    
    
    39,880
    
    
    
    739
    
    
    
    
    
    
    
    (40,619
    )
    
    
    Other assets, net
    
    
    36,236
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    36,256Intercompany receivables
    
    
    
    
    
    
    
    
    
    
    59,466
    
    
    
    (59,466
    )
    
    
    Total assets
    
    $
    1,313,457
    
    
    $
    126,764
    
    
    $
    62,573
    
    
    $
    (100,085
    )
    
    $
    1,402,709LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    3,096
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,096Accounts payable
    
    
    132,146
    
    
    
    16,533
    
    
    
    108
    
    
    
    
    
    
    
    148,787Accrued payroll and employee costs
    
    
    43,102
    
    
    
    13,612
    
    
    
    28,472
    
    
    
    
    
    
    
    85,186Other accrued liabilities
    
    
    64,538
    
    
    
    40,028
    
    
    
    24,674
    
    
    
    
    
    
    
    129,240Income taxes payable
    
    
    5,485
    
    
    
    2,789
    
    
    
    (29
    )
    
    
    
    
    
    
    8,245Total current liabilities
    
    
    248,367
    
    
    
    72,962
    
    
    
    53,225
    
    
    
    
    
    
    
    374,554Long-term debt, less current portion
    
    
    590,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    590,066Other long-term liabilities
    
    
    9,510
    
    
    
    4,282
    
    
    
    12
    
    
    
    
    
    
    
    13,804Intercompany payables
    
    
    41,229
    
    
    
    18,034
    
    
    
    203
    
    
    
    (59,466
    )
    
    
    Members equity
    
    
    424,285
    
    
    
    31,486
    
    
    
    9,133
    
    
    
    (40,619
    )
    
    
    424,285Total liabilities and members equity
    
    $
    1,313,457
    
    
    $
    126,764
    
    
    $
    62,573
    
    
    $
    (100,085
    )
    
    $
    1,402,709
 74




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##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Statement of Cash Flow Information
For the Fiscal Year Ended April 3, 2009
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)Net cash provided by operating activities
    
    $
    199,320
    
    
    $
    (45,509
    )
    
    $
    (12,940
    )
    
    $
    
    
    
    $
    140,871Cash flows from investing activities:Purchase of property and equipment
    
    
    (4,684
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,684
    )Other investing cash flows
    
    
    (4,464
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,464
    )Net cash used in investing activities
    
    
    (9,148
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,148
    )Cash flows from financing activities:Net transfers from (to) LLC
    
    
    (59,808
    )
    
    
    44,208
    
    
    
    15,600
    
    
    
    
    
    
    
    Borrowing under credit facility
    
    
    323,751
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    323,751Payments on long term debt
    
    
    (315,538
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (315,538
    )Other financing activities
    
    
    (25,093
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,093
    )Net cash used in financing activities
    
    
    (76,688
    )
    
    
    44,208
    
    
    
    15,600
    
    
    
    
    
    
    
    (16,880
    )Net increase (decrease) in cash and cash equivalents
    
    
    113,484
    
    
    
    (1,301
    )
    
    
    2,660
    
    
    
    
    
    
    
    114,843Cash and cash equivalents, beginning of period
    
    
    79,484
    
    
    
    3,835
    
    
    
    2,060
    
    
    
    
    
    
    
    85,379$
    192,968
    
    
    $
    2,534
    
    
    $
    4,720
    
    
    $
    
    
    
    $
    200,222
 75




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##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Statement of Cash Flow Information
For the Fiscal Year Ended March 28, 2008
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)Net cash provided by operating activities
    
    $
    27,437
    
    
    $
    11,712
    
    
    $
    3,212
    
    
    $
    
    
    
    $
    42,361Cash flows from investing activities:Purchase of property and equipment
    
    
    (7,738
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,738
    )Other investing cash flows
    
    
    (3,568
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,568
    )Net cash used in investing activities
    
    
    (11,306
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,306
    )Cash flows from financing activities:Net transfers from (to) LLC
    
    
    16,026
    
    
    
    (13,089
    )
    
    
    (2,937
    )
    
    
    
    
    
    
    Payments on long term debt
    
    
    (37,832
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,832
    )Other financing activities
    
    
    (10,299
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,299
    )Net cash used in financing activities
    
    
    (32,105
    )
    
    
    (13,089
    )
    
    
    (2,937
    )
    
    
    
    
    
    
    (48,131
    )Net decrease in cash and cash equivalents
    
    
    (15,974
    )
    
    
    (1,377
    )
    
    
    275
    
    
    
    
    
    
    
    (17,076
    )Cash and cash equivalents, beginning of period
    
    
    95,458
    
    
    
    5,212
    
    
    
    1,785
    
    
    
    
    
    
    
    102,455$
    79,484
    
    
    $
    3,835
    
    
    $
    2,060
    
    
    $
    
    
    
    $
    85,379
 76




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##### Table of Contents



DynCorp International LLC and Subsidiaries
 Condensed Consolidating Statement of Cash Flow Information
For the Fiscal Year Ended March 30, 2007
 Subsidiary
    
    
    SubsidiaryLLC
    
    
    Guarantor
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    Consolidated(Dollars in thousands)Net cash provided by operating activities
    
    $
    52,552
    
    
    $
    7,188
    
    
    $
    33,793
    
    
    $
    
    
    
    $
    93,533Cash flows from investing activities:Purchase of property and equipment
    
    
    (5,908
    )
    
    
    (916
    )
    
    
    (213
    )
    
    
    
    
    
    
    (7,037
    )Other investing cash flows
    
    
    (558
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (558
    )Net cash used in investing activities
    
    
    (6,466
    )
    
    
    (916
    )
    
    
    (213
    )
    
    
    
    
    
    
    (7,595
    )Cash flows from financing activities:Net transfers from (to) LLC
    
    
    45,861
    
    
    
    (11,809
    )
    
    
    (34,052
    )
    
    
    
    
    
    
    Net transfers from Successor Parent
    
    
    17,943
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,943Payments on credit facility
    
    
    (30,556
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,556
    )Other financing activities
    
    
    8,557
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,557Net cash used in financing activities
    
    
    41,805
    
    
    
    (11,809
    )
    
    
    (34,052
    )
    
    
    
    
    
    
    (4,056
    )Net increase in cash and cash equivalents
    
    
    87,891
    
    
    
    (5,537
    )
    
    
    (472
    )
    
    
    
    
    
    
    81,882Cash and cash equivalents, beginning of period
    
    
    7,567
    
    
    
    10,749
    
    
    
    2,257
    
    
    
    
    
    
    
    20,573$
    95,458
    
    
    $
    5,212
    
    
    $
    1,785
    
    
    $
    
    
    
    $
    102,455
 Note 13  Segment and Geographic Information
    Fiscal Year EndedApril 3,
    
    
    March 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2007RevenueInternational Security Services
    
    $
    1,823,141
    
    
    $
    1,097,083
    
    
    $
    1,086,481Logistics and Construction Management
    
    
    352,196
    
    
    
    285,317
    
    
    
    266,050Maintenance and Technical Support Services
    
    
    930,983
    
    
    
    757,361
    
    
    
    729,743Corporate/Elimination
    
    
    (5,227
    )
    
    
    
    
    
    
    Total reportable segments
    
    $
    3,101,093
    
    
    $
    2,139,761
    
    
    $
    2,082,274Operating income (loss)International Security Services
    
    $
    151,888
    
    
    $
    89,588
    
    
    $
    89,130Logistics and Construction Management
    
    
    (33,406
    )
    
    
    10,854
    
    
    
    13,227Maintenance and Technical Support Services
    
    
    69,509
    
    
    
    19,561
    
    
    
    11,128187,991
    
    
    $
    120,003
    
    
    $
    113,485Depreciation and amortizationInternational Security Services
    
    $
    26,907
    
    
    $
    27,017
    
    
    $
    26,248Logistics and Construction Management
    
    
    2,834
    
    
    
    3,307
    
    
    
    3,540Maintenance and Technical Support Services
    
    
    10,816
    
    
    
    11,849
    
    
    
    13,613Total reportable segments(1)
    
    $
    40,557
    
    
    $
    42,173
    
    
    $
    43,401
 77




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##### Table of Contents



Fiscal Year EndedApril 3,
    
    
    March 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2007AssetsInternational Security Services
    
    $
    723,075
    
    
    $
    725,775
    
    
    $
    709,044Logistics and Construction Management
    
    
    207,366
    
    
    
    199,088
    
    
    
    187,750Maintenance and Technical Support Services
    
    
    323,776
    
    
    
    336,721
    
    
    
    308,533Total reportable segments
    
    
    1,254,217
    
    
    
    1,261,584
    
    
    
    1,205,327Corporate activities(2)
    
    
    284,997
    
    
    
    141,125
    
    
    
    157,574$
    1,539,214
    
    
    $
    1,402,709
    
    
    $
    1,362,901
 
 (1)
    
    Excludes amounts included in cost of services of $1,077,
$1,319 and $1,850 for fiscal years 2009, 2008 and 2007, respectively.(2)
    
    Assets primarily include cash, deferred income taxes, and deferred debt issuance cost.  Fiscal Year EndedApril 3, 2009
    
    
    March 28, 2008
    
    
    March 30, 2007United States
    
    $
    764,034
    
    
    
    25
    %
    
    $
    718,787
    
    
    
    34
    %
    
    $
    668,875
    
    
    
    32
    %Middle East(1)
    
    
    1,971,411
    
    
    
    64
    %
    
    
    1,120,910
    
    
    
    52
    %
    
    
    955,811
    
    
    
    46
    %Other Americas
    
    
    143,423
    
    
    
    4
    %
    
    
    194,767
    
    
    
    9
    %
    
    
    220,176
    
    
    
    11
    %Europe
    
    
    65,975
    
    
    
    2
    %
    
    
    46,242
    
    
    
    2
    %
    
    
    59,780
    
    
    
    3
    %Asia-Pacific
    
    
    84,018
    
    
    
    3
    %
    
    
    34,400
    
    
    
    2
    %
    
    
    65,817
    
    
    
    3
    %Other
    
    
    72,232
    
    
    
    2
    %
    
    
    24,655
    
    
    
    1
    %
    
    
    111,815
    
    
    
    5
    %Total
    
    $
    3,101,093
    
    
    
    100
    %
    
    $
    2,139,761
    
    
    
    100
    %
    
    $
    2,082,274
    
    
    
    100
    %
 
 (1)
    
    The Middle East includes but is not limited to activities in Iraq, Afghanistan, Somalia, Oman,
Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Yemen,
Saudi Arabia, Turkey and Egypt.   Note 14  Quarterly Financial Data (Unaudited)
  Fiscal Year 2009Fourth
    
    Third
    
    Second
    
    FirstQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenue
    
    $
    812,821
    
    
    $
    792,327
    
    
    $
    779,151
    
    
    $
    716,794Operating Income
    
    $
    49,781
    
    
    $
    51,583
    
    
    $
    46,633
    
    
    $
    39,994Net income
    
    $
    19,166
    
    
    $
    19,753
    
    
    $
    12,871
    
    
    $
    17,980
 Fiscal Year 2008Fourth
    
    Third
    
    Second
    
    FirstQuarter
    
    Quarter
    
    Quarter
    
    QuarterRevenue
    
    $
    572,908
    
    
    $
    523,071
    
    
    $
    495,109
    
    
    $
    548,673Operating Income
    
    $
    23,029
    
    
    $
    30,825
    
    
    $
    33,947
    
    
    $
    32,202Net income
    
    $
    9,784
    
    
    $
    11,960
    
    
    $
    13,953
    
    
    $
    12,258
 Note 15  Related Parties, Joint Ventures and Variable Interest Entities
 Management Fee
  78




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Joint Ventures
    Variable Interest Entities
     Note 16Fair Value of Financial Assets and Liabilities
  79




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##### Table of Contents




    
    Level 1, defined as observable inputs such as quoted prices in active markets;
 
    
    Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
 
    
    Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop
its own assumptions.
   Fair Value Measurements at Reporting Date UsingBook value of
    
    
    Quoted prices
    
    
    Significant
    
    
    Significantfinancial
    
    
    in active
    
    
    Other
    
    
    Unobservableassets/(liabilities)
    
    
    markets assets
    
    
    observable
    
    
    Inputsas of April 3, 2009
    
    
    (Level 1)
    
    
    inputs (Level 2)
    
    
    (Level 3)(Dollars in thousands)AssetsCash equivalents(1)
    
    $
    206,157
    
    
    $
    206,157
    
    
    $
    
    
    
    $
    Total assets measured at fair value
    
    $
    206,157
    
    
    $
    206,157
    
    
    $
    
    
    
    $
    LiabilitiesInterest rate derivatives
    
    $
    7,291
    
    
    $
    
    
    
    $
    7,291
    
    
    $
    Total liabilities measured at fair value
    
    $
    7,291
    
    
    $
    
    
    
    $
    7,291
    
    
    $
    
 
 (1)
    
    Includes cash and cash equivalents and restricted cash Note 17  Subsequent Events
 Operating Segment change
   80




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
   Internal Control  Integrated Framework
  Changes in Internal Control Over Financial Reporting
  81




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated Framework
    Internal Control
 Integrated Framework
 11
 Deloitte & Touche LLP   11
 82




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##### Table of Contents



ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  Deloitte & Touche LLP Fees
    
    2009
    
    2008Audit Fees (1)
    
    $
    2,472,940
    
    
    $
    2,428,411Audit-Related Fees (2)
    
    $
    302,610
    
    
    $
    159,300Tax Fees (3)
    
    $
    43,619
    
    
    $
    16,926All Other Fees
    
    $
    
    
    
    $
    
 
 (1)
    
    Audit fees principally include fees for services related to the annual
audit of the consolidated financial statements, SEC registration statements and
other filings and consultation on accounting matters, including the review of
internal controls over financial reporting in preparation for implementation of
Section 404 of the Sarbanes-Oxley Act.(2)
    
    Audit-related fees principally include those for services related to
employee benefit plans and acquisitions and divestitures.(3)
    
    Tax fees principally include domestic tax advisory services related to
state and local taxes.     83




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 Financial statements:
 
    
    Report of Independent Registered Public Accounting Firm:
    
    Consolidated Statements of Income for the fiscal years ended April 3, 2009, March 28,
2008 and March 30, 2007.
    
    Consolidated Balance Sheets as of April 3, 2009 and March 28, 2008.
    
    Consolidated Statement of Cash Flows for the fiscal years ended April 3, 2009, March 28,
2008 and March 30, 2007.
    
    Consolidated Statements of Members Equity for the fiscal years ended April 3, 2009,
March 28, 2008 and March 30, 2007.
    
    Notes to Consolidated Financial Statements.
 Financial Statement Schedules:
 
    
    None.
 Exhibits:
 84




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##### Table of Contents



SIGNATURES
  DYNCORP INTERNATIONAL LLC./s/  William L. BallhausName:
    William L. BallhausTitle:
    President and Chief Executive Officer   Signature
    
    Title
    
    Date/s/ William L. Ballhaus

William L. Ballhaus
    
    President and Chief Executive Officer (principal
executive officer)
    
    June 11, 2009/s/ Michael J. Thorne

Michael J. Thorne
    
    Senior Vice President, Chief Financial Officer 
(principal
financial and principal accounting officer)
    
    June 11, 2009/s/ Robert B. McKeon

Robert B. McKeon
    
    Sole Manager
    
    June 11, 2009
 85




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description1.1
    
    Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation,
Predecessor DynCorp, Veritas and DI Acquisition
    
    (A)1.2
    
    First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer
Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition
    
    (A)3.1
    
    Certificate of Formation of DynCorp International LLC
    
    (A)3.2
    
    Amended and Restated Operating Agreement of DynCorp International LLC
    
    (A)3.3
    
    Certificate of Incorporation of DIV Capital Corporation
    
    (A)3.4
    
    Bylaws of DIV Capital Corporation
    
    (A)3.5
    
    Amended and Restated Bylaws of DynCorp International Inc.
    
    (A)3.6
    
    Certificate of Formation of DIV Holding LLC
    
    (A)3.7
    
    Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC
    
    (A)3.8
    
    Amendment No. 1 to the Amended and Restated Limited Liability Company Operating Agreement of DIV
Holding LLC
    
    (B)3.9
    
    Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement of DIV
Holding LLC
    
    (C)3.10
    
    Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement of DIV
Holding LLC
    
    (G)3.11
    
    Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement of DIV
Holding LLC
    
    (H)3.12
    
    Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of DIV
Holding LLC
    
    (I)3.13
    
    Amendment No. 6 to the Amended and Restated Limited Liability Company Operating Agreement of DIV
Holding LLC
    
    (J)3.14
    
    Certificate of Formation of DTS Aviation Services LLC
    
    (A)3.15
    
    Limited Liability Company Operating Agreement of DTS Aviation Services LLC
    
    (A)3.16
    
    Certificate of Formation of DynCorp Aerospace Operations LLC
    
    (A)3.17
    
    Limited Liability Company Agreement of DynCorp Aerospace Operations LLC
    
    (A)3.18
    
    Articles of Organization of DynCorp International Services LLC
    
    (A)3.19
    
    Limited Liability Company Agreement of DynCorp International Services LLC
    
    (A)3.20
    
    Articles of Organization  Conversion of Dyn Marine Services LLC
    
    (A)3.21
    
    Limited Liability Company Agreement of Dyn Marine Services LLC
    
    (A)
 86




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##### Table of Contents



ExhibitNumber
    
    Description3.22
    
    Articles of Organization Dyn Marine Services of Virginia LLC
    
    (A)3.23
    
    Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC
    
    (A)3.24
    
    Certificate of Formation of Services International LLC
    
    (A)3.25
    
    Limited Liability Company Agreement of Services International LLC
    
    (A)3.26
    
    Certificate of Formation of Worldwide Humanitarian Services LLC
    
    (A)3.27
    
    Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC
    
    (A)3.28
    
    Certificate of Formation of Worldwide Recruiting and Staffing Services LLC
    
    (L)3.29
    
    Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and
Staffing Services LLC
    
    (L)4.1
    
    Indenture dated February 11, 2005 by and among DynCorp International Inc., DIV Capital
Corporation, the Guarantors and The Bank of New York, as Trustee
    
    (A)4.2
    
    Supplemental Indenture dated May 6, 2005 among DynCorp International of Nigeria LLC, DynCorp
International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee
    
    (A)4.3
    
    Guarantee (included in Exhibit 4.1)
    
    (A)4.4
    
    Form of 9.500% Senior Subordinated Notes due 2013 (included in Exhibit 4.1)
    
    (A)4.5
    
    Exchange and Registration Rights Agreement, dated February 11, 2005, among DynCorp International
LLC, DIV Capital Corporation, the Guarantors and the Initial Purchasers
    
    (A)4.6
    
    Exchange and Registration Rights
Agreement, dated July 28, 2008, among DynCorp International
LLC, DIV Capital Corporation and Wachovia Capital Markets, LLC and
Goldman & Sachs & Co.
    
    (S)4.7
    
    Supplemental Indenture, dated as of July 14, 2008, among DynCorp International LLC, DIV Capital
Corporation, the Guarantors named therein and The Bank of New York Mellon.
    
    (O)10.1
    
    Securities Purchase Agreement, dated as of February 1, 2005 among DynCorp International LLC and
DIV Capital Corporation, and Goldman, Sachs & Co. and Bear, Stearns & Co. Inc., as Initial
Purchasers
    
    (A)10.2
    
    Credit and Guaranty Agreement, dated as of February 11, 2005, by and among Finance, DI Acquisition
and the other Guarantors party thereto, various Lenders party thereto, Goldman Sachs Credit
Partners L.P., Bear Stearns Corporate Lending Inc., Bear, Stearns & Co. Inc. and Bank of America,
N.A.
    
    (A)10.3
    
    Pledge and Security Agreement, dated as of February 11, 2005, among VCDI, DI Acquisition Corp.,
DynCorp International LLC, DIV Capital Corporation, DTS Aviation Services LLC, DynCorp Aerospace
Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services
of Virginia LLC, Services International LLC, Worldwide Humanitarian Services LLC, Guarantors and
Goldman Sachs Credit Partners L.P., as Collateral Agent
    
    (A)10.4
    
    Revolving Loan Note, issued by DynCorp International LLC under the SPA, dated February 1, 2005
    
    (A)10.5
    
    Settlement and Amendment Agreement, dated October 27, 2005, by and among Computer Sciences
Corporation, DynCorp, CSC Applied Technology, LLC, The Veritas Capital Fund II, L.P., DynCorp
International Inc., and DynCorp International LLC.
    
    (D)10.6
    
    First Amendment and Waiver, dated January 9, 2006, among DynCorp International LLC, DynCorp
International Inc., and certain subsidiaries of the Company, the lenders party thereto, Goldman
Sachs Credit Partners L.P. and Bank of America, N.A.
    
    (E)10.7+
    
    Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Michael
J. Thorne.
    
    (F)10.8+
    
    Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Natale
S. DiGesualdo.
    
    (F)
 87




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##### Table of Contents



ExhibitNumber
    
    Description10.9+
    
    Employment Agreement effective as of May 19, 2008 between DynCorp International LLC and William L.
Ballhaus.
    
    (M)10.10+
    
    Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Robert
B. Rosenkranz
    
    (L)10.11+
    
    Employment Agreement effective as of July 17, 2006 between DynCorp International LLC and Herbert
J. Lanese
    
    (H)10.12
    
    Consulting Agreement effective as of September 1, 2006 between DynCorp International LLC and
General Anthony C. Zinni
    
    (N)10.14+
    
    The DynCorp International LLC Executive Incentive Plan
    
    (K)10.15
    
    Second Amendment and Waiver, dated June 28, 2006, among DynCorp International LLC, DynCorp
International Inc., and certain subsidiaries of the Company, the lenders party thereto, Goldman
Sachs Credit Partners L.P. and Bank of America, N.A.
    
    (G)10.16+
    
    Employment Agreement effective as of October 24, 2006, between DynCorp International LLC and
Curtis L. Schehr.
    
    (N)10.17+
    
    Employment Agreement effective as of July 16, 2007 between DynCorp International LLC and Anthony
C. Zinni.
    
    (N)10.18+
    
    DynCorp International Inc. 2007 Omnibus Incentive Plan10.19
    
    Credit Agreement, dated July 28, 2008 by and among DynCorp International Inc. and DynCorp
International LLC, as borrower, the lenders referred to therein, and Wachovia Bank National
Association.
    
    (S)10.20
    
    Collateral Agreement dated as of July 28, 2008 by and among DynCorp International Inc. and DynCorp
International LLC, as borrower, and certain of their respective subsidiaries as guarantors in
favor of Wachovia Bank National Association, as administrative agent.
    
    (S)10.21
    
    Holdings Guarantee Agreement dated as of July 28, 2008 by DynCorp International Inc, as guarantor,
in favor of Wachovia Bank National Association, as administrative agent.
    
    (S)10.22
    
    Subsidiary Guaranty Agreement dated as of July 28, 2008 by and among certain domestic subsidiaries
of DynCorp International Inc, as subsidiary guarantors, in favor of Wachovia Bank National
Association, as administrative agent.
    
    (S)10.23
    
    Purchase Agreement, dated July 14, 2008, among DynCorp International LLC, DIV Capital Corporation,
the guarantors named therein and Wachovia Capital Markets, LLC and Goldman & Sachs & Co., as
representative of the several purchasers named therein.
    
    (T)10.24+
    
    Employment Agreement effective as of December 29, 2008, between DynCorp International LLC and Tony
Smeraglinolo.
    
    (Q)10.25
    
    Amendment to Credit Agreement, dated March 6, 2009 by and among DynCorp International Inc. and
DynCorp International LLC, as borrower, the lenders referred to therein, and Wachovia Bank
National Association.
    
    (U)10.26+
    
    Employment Agreement effective as of April 6, 2009, between DynCorp International LLC and Steven
T. Schorer.
    
    (P)10.27+
    
    Amendment No. 1 to Employment Agreement for Curtis Schehr, effective as of May 21, 2009.
    
    (P)12.1*
    
    Statement re: computation of ratios.21.1*
    
    List of subsidiaries of DynCorp International LLC
 88




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##### Table of Contents



ExhibitNumber
    
    Description31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.2
    
    Form of Notice of Guaranteed Delivery for Outstanding 9.500% Senior Subordinated Notes due 2013,
Series A, in exchange for 9.500% Senior Subordinated Notes due 2013, Series B
    
    (A)
 
 *
    
    
    
    Filed herewith.+
    
    
    
    Management contracts or compensatory plans or arrangements.(A)
    
    
    
    Previously filed as an exhibit to Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343)
filed with the SEC on September 27, 2005.(B)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Amendment No. 2 to Form S-1 (Reg. No. 333-128637)
filed with the SEC on November 30, 2005.(C)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Amendment No. 3 to Form S-1 (Reg. No. 333-128637)
filed with the SEC on March 27, 2006.(D)
    
    
    
    Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-4/A (Reg. No. 333-127343)
filed with the SEC on October 28, 2005.(E)
    
    
    
    Previously filed as an exhibit to Form 8-K filed with the SEC on January 11, 2006.(F)
    
    
    
    Previously filed as an exhibit to Form 8-K filed with the SEC on April 17, 2006.(G)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 10-K filed with the SEC on June 29, 2006.(H)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 8-K filed with the SEC on July 19, 2006.(I)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 8-K filed with the SEC on December 15, 2007.(J)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 8-K filed with the SEC on February 27, 2007.(K)
    
    
    
    Previously filed as an exhibit to Form 8-K filed with the SEC on April 4, 2006.(L)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 10-K filed with the SEC on June 20, 2007.(M)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 8-K filed with the SEC on May 13, 2008.(N)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 8-K filed with the SEC on September 18, 2006.(O)
    
    
    
    Previously filed as an exhibit to
DynCorp International Inc.s Form 10-Q filed with the SEC
on August 12, 2008.(P)
    
    
    
    Filed as an exhibit to DynCorp International Inc.s Form 10-K filed with the SEC on June 11, 2009.(Q)
    
    
    
    Previously filed as an exhibit to
DynCorp International Inc.s Form 10-Q filed with the SEC
on February 10, 2009.(R)
    
    
    
    Previously filed as an exhibit to DynCorp International Inc.s Form 10-K filed with the SEC on June 10, 2008.(S)
    
    
    
    Previously filed as an exhibit to
DynCorp International Inc.s Form 8-K filed with the SEC on
August 1, 2008.(T)
    
    
    
    Previously filed as an exhibit to
DynCorp International Inc.s Form 8-K filed with the SEC on
July 17, 2008.(U)
    
    
    
    Previously filed as an exhibit to
DynCorp International Inc.s Form 8-K filed with the SEC on
March 12, 2009.
 89