##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 28, 2008oro

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

55-2287126(State or other jurisdiction
    of
    incorporation or organization)

(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
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer  o
    Accelerated
    filer  o
    Non-accelerated
    filer  þ
    Smaller
    reporting
    company  o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
    Form 10-K
  Documents
    Incorporated by Reference




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##### 





DYNCORP
    INTERNATIONAL LLC
  TABLE OF
    CONTENTS
  PageForward-Looking Statements


1PART I.Item 1.


Business


2Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


23Item 2.


Properties


23Item 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


24Item 7.


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


26Item 7A.


Quantitative and Qualitative Disclosure About
    Market Risk


43Item 8.


Financial Statements and Supplementary Data


45Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


84Item 9A.


Controls and Procedures


84Item 9B.


Other Information


86PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


86Item 11.


Executive Compensation


86Item 12.


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


86Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


86Item 14.


Principal Accounting Fees and Services


86PART IV.Item 15.


Exhibits and Financial Statement Schedules


87Employment Agreement - Curtis L. SchehrEmployment Agreement - Anthony C. ZinniStatement re: Computation of RatiosList of SubsidiariesCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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##### Table of Contents



Forward-Looking
    Statements  Form 10-K time-and-materials
 1




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS.    Overview
  Company History and Certain Relationships
        Government
    Services
    Law Enforcement and Security
  Contingency and Logistics Operations
  Operations Maintenance and Construction
    Management
  Specialty Aviation and Counter-drug
    Operations
 2




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Global Linguist Solutions on-site
  Key GS
    Contracts
  Intelligence
    and Security Command
    on-site
  Civilian
    Police
    International
    Narcotics Eradication and Law Enforcement
    War
    Reserve Materiel
   3




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##### Table of Contents



Africa
    Peacekeeping
    California
    Department of Forestry
      EstimatedCurrent


TotalPrincipal

Initial/Current

Contract


ContractContract(1)

Customer

Award Date

End Date


Value(2)INSCOM/GLS

U.S. Army

Mar 2008


Apr 2013


$
3.5 billion(3
)Civilian Police Program

DoS

Feb 1994 / Feb 2004


Feb 2009


$
2.98 billion(4
)INL

DoS

Jan 1991 / May 2005


Oct 2014


$
1.03 billion(4
)(5)War Reserve Materiel

U.S. Air Force

May 2000


Sep 2008


$
619 millionAfrica Peacekeeping

DoS

May 2003


Oct 2008


$
241 millionCalifornia Department of Forestry

State of California

Jan 2002 / July 2008


Dec 2014


$
133 million     (1)
    
    The table does not include LOGCAP IV as this agreement was not
    signed until April 2008. See Recent Developments for
    further discussion.(2)
    
    Estimated Total Contract Value represents amounts expected to be
    realized from the current award date to the current contract end
    date (i.e. revenue recognized to date plus estimated remaining
    contract value), except as described in footnote 5 to this table.(3)
    
    Awarded to GLS, a joint venture of DynCorp International (51%
    majority interest) and McNeil Technologies.(4)
    
    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 indefinite delivery, indefinite quantity contracts, see
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Estimated
    Remaining Contract Value.(5)
    
    We are the sole awardee of this contract, which has an estimated
    contract value of $1.03 billion for the first three years
    of this nine-year contract through October 2014. In January
    2007, we were awarded the fourth year of this ten year award
    term contract.  Maintenance &
    Technical Support Services
    Aviation Services and Operations
 4




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Aviation Engineering
  Aviation Ground Equipment Support
  round Vehicle Maintenance
    Contract Logistics Support
  Field Service Operations 
  Aviation & Maintenance Services
  Key
    MTSS Contracts
  Contract
    Field Teams
   5




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Life
    Cycle Contractor Support
    Andrews
    Air Force Base
    Columbus
    Air Force Base
    Army
    Prepositions Stocks Afloat
    UAE
    General Maintenance Corporation
   6




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C21
    Contractor Logistics Support
      EstimatedCurrent


TotalInitial/Current

Contract


ContractContract

Principal Customer

Award Date

End Date


Value(2)Contract Field Teams

DoD

Oct 1951 / Oct 1997


Sept 2008


$
2.78 billion(1
)Life Cycle Contractor Support

U.S. Army and U.S. Navy

Aug 2000


Jan 2010


$
1.03 billionAndrews Air Force Base

U.S. Air Force

Jan 2001


Dec 2011


$
358 millionColumbus Air Force Base

U.S. Air Force

Oct 1998 / Jul 2005


Sep 2012


$
286 millionArmy Prepositions Stocks Afloat

U.S. Army

Feb 1999


Sep 2008


$
246 millionUAE General Maintenance Corp.

United Arab Emirates
    Armed Forces

Dec 2006


Dec 2013


$
164 millionC-21 Contractor Logistics Support

U.S. Air Force

Sept 2006


Sept 2011


$
154 million     (1)
    
    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 Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    -Estimated Remaining Contract Value.(2)
    
    Estimated Total Contract Value represents amounts expected to be
    realized from the current award date to the current contract end
    date (i.e. revenue recognized to date plus estimated remaining
    contract value).  Contract
    Types
      time-and-materials
  
    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 7




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performing the contracted service. Fixed-price types received by
    the Company include firm fixed-price, fixed-price with economic
    adjustment, and fixed-price incentive.  
    Time-and-Materials
    Type Contracts:  A
    time-and-materials
    type contract provides 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.      Fiscal YearContract Type

2008


2007


2006Fixed-Price


37
%


41
%


33
%Time-and-Materials


33
%


36
%


38
%Cost-Reimbursement


30
%


23
%


29
%Totals


100
%


100
%


100
%       Competition
   8




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Backlog
        March 28,


March 30,


March 31,2008


2007


2006GS:Funded Backlog

$
608


$
883


$
627Unfunded Backlog


4,091



3,848



743Total GS Backlog

$
4,699


$
4,731


$
1,370MTSS:Funded Backlog

$
556


$
519


$
397Unfunded Backlog


706



882



874Total MTSS Backlog

$
1,262


$
1,401


$
1,271Total Consolidated:Funded Backlog

$
1,164


$
1,402


$
1,024Unfunded Backlog


4,797



4,730



1,617Total Consolidated Backlog

$
5,961


$
6,132


$
2,641     Estimated
    Remaining Contract Value
   9




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March 28,


March 30,


March 31,2008


2007


2006GS Estimated Remaining Contract Value

$
6,204


$
7,591


$
3,861MTSS Estimated Remaining Contract Value


1,281



1,400



1,866Total Estimated Remaining Contract Value

$
7,485


$
8,991


$
5,727     Regulatory
    Matters
         10




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Sales and
    Marketing
          Intellectual
    Property
    Environmental
    Matters
    Employees
    Company
    History and Certain Relationships
   11




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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.
    
    the outcome of the U.S. November 2008 election;
    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; 12




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
    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.      and/or
  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 recompetitions, 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; 13




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##### Table of Contents




    we may be unable to estimate accurately 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 revenues while the protest is
    pending.      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 against, could
    adversely affect our results of operations and financial
    condition.
  on-site
        Political
    destabilization or insurgency in the regions in which we operate
    may have a material adverse effect on our operating
    performance.
   14




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We are
    exposed to risks associated with operating
    internationally.
    
    export regulations that could erode profit margins or restricted
    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;
    requirements by foreign governments that we make a minimum level
    of local investments as part of our contracts with them, which
    investments 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.
   15




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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; and our
    noncompliance with such laws and regulations could adversely
    affect our future operating performance.
  and/or
 17




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and/or
    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.
  agreed-upon agreed-upon
    Environmental
    laws and regulations may subject us to significant costs and
    liabilities that could adversely affect our operating
    performance.
  clean-up
  Our
    substantial outstanding indebtedness and the restrictive
    covenants in the agreements governing our indebtedness limit our
    operating and financial flexibility.
   19




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##### Table of Contents




    incur additional indebtedness or guarantee obligations;
    make capital expenditures;
    prepay indebtedness prior to stated maturities;
    pay dividends or make certain other restricted payments;
    make investments or acquisitions;
    create liens or other encumbrances;
    transfer or sell certain assets; and
    merge or consolidate with another entity.    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;
    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. 20




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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.
      Despite
    our current indebtedness level, we and 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.
   21




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##### Table of Contents



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.  and/or
  We are
    controlled by affiliates of Veritas Capital, whose interests may
    not be aligned with yours.
   22




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.      Location

Description


Business Segment

Size (sq ft)Fort Worth, TX


Executive Offices  Finance and Administration


Corporate


129,500Falls Church, VA


Executive Offices  Headquarters


Corporate


103,400Irving, TX


Executive Offices  Finance and Administration


Corporate


65,800Kabul, Afghanistan


Offices and Residence


GS


47,000Juba, Sudan


Offices and Residence


GS


26,700Dubai, UAE


Executive Offices  Finance and Administration


Corporate


15,700Jerusalem, Israel


Offices and Residence


GS


5,100     ITEM 3.
    LEGAL
    PROCEEDINGS.  Form 10-K
  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.   23




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.      52-53 week
    Successor



Immediate Predecessor49 Days



April 3, 2004


YearFiscal Year Ended


Ended



to


EndedMarch 28,


March 30,


March 31,


April 1,



Feb 11,


April 2,2008


2007


2006


2005



2005


2004(Dollars in thousands)Results of operations:Revenue

$
2,139,761


$
2,082,274


$
1,966,993


$
266,604



$
1,654,305


$
1,214,289Cost of services


(1,859,666
)


(1,817,707
)


(1,722,089
)


(245,406
)



(1,496,109
)


(1,106,571
)Selling, general and administrative expenses


(117,919
)


(107,681
)


(97,520
)


(8,408
)



(57,755
)


(48,350
)Depreciation and amortization


(42,173
)


(43,401
)


(46,147
)


(5,605
)



(5,922
)


(8,148
)Operating income


120,003



113,485



101,237



7,185




94,519



51,220Interest expense


(55,374
)


(58,412
)


(56,686
)


(8,054
)







Loss on early extinguishment of debt






(3,484
)















Earnings from affiliates, net of dividends


4,758



2,913
















Interest income


3,062



1,789



461



7




170



64Other Income


199




















Provision for income taxes


(27,999
)


(20,549
)


(16,627
)


(60
)



(34,956
)


(19,924
)Minority interest


3,306




















Net income (loss)


47,955



35,742



28,385



(922
)



59,733



31,360Cash flows provided (used) by operating activities


42,361



93,533



55,111



(31,240
)



(2,092
)


(6,756
)Cash flows used by investing activities


(11,306
)


(7,595
)


(6,231
)


(869,394
)



(10,707
)


(2,292
)Cash flows (used) provided by financing activities


(48,131
)


(4,056
)


(41,781
)


906,072




14,325



11,017 24




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##### Table of Contents



Successor



Immediate Predecessor49 Days



April 3, 2004


YearFiscal Year Ended


Ended



to


EndedMarch 28,


March 30,


March 31,


April 1,



Feb 11,


April 2,2008


2007


2006


2005



2005


2004(Dollars in thousands)Balance sheet data (end of period):Cash and cash equivalents

$
85,379


$
102,455


$
20,573


$
13,474




N/A


$
6,510Working capital(1)


361,813



282,929



251,329



200,367




N/A



104,335Total assets


1,402,709



1,362,901



1,239,089



1,148,193




N/A



579,829Total debt


593,162



630,994



661,551



700,000




N/A



N/AMembers equity


424,285



379,674



326,159



223,908




N/A



396,573Other financial data:EBITDA(2)

$
174,820


$
163,438


$
148,718


$
12,896



$
101,326


$
60,072Backlog(3)

$
5,961,000


$
6,132,011


$
2,641,000


$
2,040,000




N/A


$
2,164,000Purchases of PP&E and Software

$
7,738


$
9,317


$
6,180


$
244



$
8,473


$
2,047     (1)
    
    Working capital is defined as current assets, net of current
    liabilities.(2)
    
    The Company defines EBITDA as GAAP net income adjusted for
    depreciation and amortization, interest expense, and income
    taxes. The Companys management uses EBITDA as a
    supplemental measure in the evaluation of the Companys
    business and believes that EBITDA provides a meaningful measure
    of its 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 used by the Company
    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 the
    Companys 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 the
    Companys cost structure resulting from debt incurred to
    expand operations. EBITDA also excludes depreciation and
    amortization expenses. Because these are material and recurring
    items, any measure that excludes them has a material limitation.
    To mitigate these limitations, the Company has policies and
    procedures in place to identify expenses that qualify as
    interest, taxes, depreciation and amortization and to approve
    and segregate these expenses from other expenses to ensure that
    the Companys EBITDA is consistently reflected from period
    to period. EBITDA excludes some items that affect net income and
    may vary among companies. EBITDA presented by the Company may
    not be comparable to similarly titled measures of other
    companies. EBITDA does not give effect to the cash the Company
    must use to service its debt or pay income taxes and thus does
    not reflect the funds generated from operations or actually
    available for capital investments.(3)
    
    Backlog data is as of the end of the applicable period. See
    Item 1 for further details concerning backlog. 25




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##### Table of Contents



Successor



Immediate Predecessor49 Days



April 3, 2004


YearFiscal Year Ended


Ended



to


EndedMarch 28,


March 30,


March 31,


April 1,



Feb 11,


April 2,2008


2007


2006


2005



2005


2004(Dollars in thousands)RECONCILIATION OF NET INCOME (LOSS) TO EBITDA:Net income (loss)

$
47,955


$
35,742


$
28,385


$
(922
)


$
59,733


$
31,360Income taxes


27,999



20,549



16,627



60




34,956



19,924Interest expense and loss on early extinguishment of debt(1)


55,374



61,896



56,686



8,054








Depreciation and amortization


43,492



45,251



47,020



5,704




6,637



8,788EBITDA

$
174,820


$
163,438


$
148,718


$
12,896



$
101,326


$
60,072     (1)
    
    Fiscal year ended 2007 includes the premium associated with the
    redemption of all of the 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 the write-off represent additional costs of
    financing and management of the Companys capital structure.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.    Company
    Overview
    Operating
    Environment
   26




---



##### Table of Contents




    A shift in the strategic planning of the U.S. military,
    leading to increases in outsourcing of non-combat functions;
    An increased level and frequency of overseas deployment and
    peace-keeping operations for the DoS, DoD and United Nations;
    Growth in the U.S. military budget in operations and
    maintenance spending accounts,
    An increased maintenance, overhaul and upgrade needs to support
    aging military platforms;
    Increased reliance on private contractors to perform life-cycle
    asset management functions ranging from organizational to depot
    level maintenance;
    Increased opportunities to support foreign governments in
    providing a wide spectrum of maintenance, supply support,
    facilities management and construction management-related
    services; and
    A shift from single award to more multiple award IDIQ contracts.  Recent
    Developments
  Global
    Linguist Solutions LLC
      on-site
  Logistics
    Civil Augmentation Program
   27




---



##### Table of Contents



Change
    of CEO
  Form 8-K
  WWNS
    Litigation
    Consolidated
    Results of Operations
  Fiscal
    Year Ended March 28, 2008 Compared to Fiscal Year Ended
    March 30, 2007
    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, net of dividends


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:
 28




---



##### Table of Contents



Cost of services:
  Selling, general and administrative expenses
    (SG&A):
  Depreciation and amortization
    expense:
  Interest expense:
  Interest income:
  Provision for income taxes:
  Results
    of Operations by Reportable Segment
    Government
    Services
  Fiscal Year EndedMarch 28, 2008


March 30, 2007(1)


Inc/(Dec)Revenue

$
1,404,985


$
1,378,889


$
26,096Operating income

$
95,946


$
99,463


$
(3,517
)     (1)
    
    During our fiscal 2008 first quarter, certain contracts were
    reclassified between our two segments. For comparability, we
    have recasted our fiscal 2007 and 2006 revenue and operating
    income related to these contracts within our MD&A
    discussion and within Note 12 to our consolidated financial
    statements. The recasting had no impact on our consolidated
    results of operations, financial position or cash flows. 29




---



##### Table of Contents



Revenue 
  
    Law Enforcement and Security:  Revenue
    decreased $49.3 million primarily due to a decline in
    revenue from our operations in Iraq of $84.4 million offset
    by an increase in Afghanistan of $35.0 million. An
    additional $0.6 million increase was attributable mainly to
    non-recurring work in other Middle Eastern nations. In Iraq we
    experienced a $66.1 million decrease in our CIVPOL services
    due to the transition of our operations from leased facilities
    to customer furnished facilities. As we had operated these
    leased locations and earned revenue through task orders, this
    planned transition from these facilities negatively affected our
    CIVPOL revenue. Despite the decline from the relocation, our
    core CIVPOL personnel levels remained consistent in Iraq and
    were not a driver of the decrease. The remaining decrease in
    revenue from our operations in Iraq was driven primarily by
    declines in non-recurring work associated with our personal
    protection services of $18.3 million. We are continuing to
    pursue new opportunities in the Iraq theatre for these services
    in fiscal 2009. The increase in revenue from our operations in
    Afghanistan was due largely to increased personnel levels as
    well as additional services associated with the Afghan Poppy
    Eradication Program. While Iraq and Afghanistan have been the
    primary regions of growth for our various Law Enforcement and
    Security services, we are expecting growth from new regions such
    as Palestine, Haiti, Lebanon and Mexico in fiscal 2009.
    Contingency and Logistics Operations:  Revenue
    decreased by $10.1 million primarily due to non-recurring
    revenue associated with Hurricane Katrina in fiscal 2007. We
    expect growth to resume in our Contingency and Logistics
    Operations services with the addition of LOGCAP IV awarded in
    April 2008.
    Operations Maintenance and Construction
    Management:  Revenue increased $25.5 million
    due to the
    ramp-up in
    various construction projects in regions including Africa and
    Afghanistan. Our strategic focus has been on our construction
    services where we are executing a strategy that includes
    capitalizing on our construction expertise and our global
    resources in these areas. Because of our focus on this aspect of
    the business, growth in construction has outpaced our other
    services within this SBU, such as equipment positioning and
    military logistics. Continued growth is expected in our
    construction services through new opportunities and
    ramp-up of
    early stage projects in process at the end of fiscal 2008 while
    growth in our other services is anticipated to be flat in the
    upcoming year.
    Specialty Aviation and Counter-drug
    Operations:  Revenue increased $56.5 million
    primarily due to a $45.1 million increase in drug
    eradication services and $11.4 million of increase in other
    services. Our drug eradication services continue to grow through
    increases in our scope of services for these projects. We
    experienced significant growth in Afghanistan where our services
    have played a key role in reducing narcotics in that country. We
    are expecting a continued shift in our services out of regions
    such as Central and South America and into the Middle East.
    Growth in other services includes counter narcotics technologies
    and forestry support services. These services are typically
    non-recurring and are not a significant aspect of our future
    growth strategy.
    Global Linguist Solutions:  Revenue was
    $3.6 million for the new INSCOM contract through our GLS
    joint venture which began in our fiscal fourth quarter. We are
    anticipating significant revenue growth in fiscal 2009 as a
    result of services provided under the INSCOM contract.  Operating income 
  
    Law Enforcement and Security:  Operating income
    increased $31.0 million as a result of improved contract
    performance and elimination of non-recurring write-offs from
    contract losses that occurred in the prior year. Our improved
    contract performance was primarily a result of effective cost
    management strategies executed in fiscal 2008 which allowed us
    to improve operating income despite a decline in revenue for our
    services within this SBU.
    Contingency and Logistics
    Operations:  Operating income decreased by
    $6.0 million primarily due to the decline in revenue for
    non-recurring projects as discussed above. 30




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##### Table of Contents




    Operations Maintenance and Construction
    Management:  Continued growth through the
    ramp-up of
    new construction projects helped increase our operating income
    by $2.4 million.
    Specialty Aviation and Counter-drug
    Operations:  Operating income decreased
    $4.7 million due to charges related to non-fee bearing,
    unscheduled maintenance of aircraft during the fiscal year.
    While the nature of this incremental work had a positive and
    significant impact on revenue, its structure as a cost
    reimbursable only contract did not provide a benefit to
    operating income.
    Global Linguist
    Solutions:Start-up
    costs associated with this contract contributed to a decrease in
    our operating income of $6.7 million through the fiscal
    year ended March 28, 2008.
    General SG&A Factors:  We incurred a
    decrease of $19.5 million in operating income related to
    SG&A expenses in the current fiscal year. The fluctuation
    was due primarily to additional expenses from proposal costs
    associated with INSCOM and LOGCAP IV, specific contract
    litigation expenses associated with the WWNS litigation, further
    described in Item 3  Legal Proceedings, and
    increases in necessary support functions associated with our
    current and anticipated growth. These cost increases were offset
    by one-time costs incurred in the prior year related to
    severance expenses for certain former executives and bonus
    compensation associated with the Companys initial public
    offering.  Maintenance &
    Technical Support Services
    Fiscal Year EndedMarch 28, 2008


March 30, 2007(1)


IncreaseRevenue

$
734,776


$
703,385


$
31,391Operating income

$
24,057


$
14,022


$
10,035     (1)
    
    During our fiscal 2008 first quarter, certain contracts were
    reclassified between our two segments. For comparability, we
    have recasted our fiscal 2007 and 2006 revenue and operating
    income related to these contracts within our MD&A
    discussion and within Note 12 to our consolidated financial
    statements. The recasting had no impact on our consolidated
    results of operations, financial position or cash flows.  Revenue 
  
    Contract Logistics Support:  Revenue increased
    $31.9 million due to escalating support requirements
    associated with our Life Cycle Contractor Support
    (LCCS) programs which include various services such
    as overhauls, support personnel and equipment supply, primarily
    for deployments in Iraq and Afghanistan. The increase was driven
    by shorter time periods between field overhauls on engines and
    propellers which are two of our key services. A trend of higher
    overhauls was noted during the year due to a combination of
    factors including longer equipment deployments, higher flight
    volumes and the harsh desert conditions in those regions.
    Field Service Operations:  Revenue decreased
    $31.9 million due to a temporary decline in personnel and
    level of services provided resulting from longer deployment
    cycles of equipment in Iraq and Afghanistan. While the longer
    deployment cycles have benefited our Contract Logistics Support
    SBA, it has created a temporary decline in our FSO as planes and
    equipment are not rotated out of the theatre as frequently for
    complete resetting overhauls. We anticipate revenue increasing
    as equipment cycles return to normal in the upcoming fiscal year.
    Aviation & Maintenance
    Services:  Revenue increased $31.4 million
    primarily due to increased work associated with mine resistant
    vehicles and new threat management systems offset by normal
    occurrence of completed projects. While much of the increased
    revenue from our work on threat management systems is
    non-recurring, we do anticipate continued revenue growth in the
    near term from mine resistant vehicles. 31




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##### Table of Contents



Operating income 
  
    Contract Logistics Support:  Operating income
    increased $12.7 million due to better margins realized on
    higher revenue associated with our LCCS programs primarily
    supporting deployments in Iraq and Afghanistan in addition to
    non-recurring losses from fiscal 2007 associated with our
    Commercial Support Services (CSS) program.
    Field Service Operations:  Operating income
    decreased $6.5 million due to lower revenue offset by lower
    operating costs. The lower revenue created an undesirable cost
    structure due to the nature of our services within this SBA. As
    we anticipate revenue returning to normal levels going forward
    our operating income is expected to also improve.
    Aviation & Maintenance
    Services:  Operating income increased
    $0.9 million which was a net decrease in margin from 9.9%
    in fiscal 2007 to 8.9% in fiscal 2008. The net decline in margin
    percentage for this SBA was due to several high margin
    non-recurring projects in fiscal 2007 in addition to no margin
    cost reimbursement only projects for aircraft
    maintenance which increased revenue but ultimately reduced
    operating margin percentages.
    General SG&A Factors:  We incurred an
    increase of $2.9 million in operating income related to
    SG&A expenses in the current fiscal year.  The fluctuation
    was primarily due to one time costs incurred in the prior year
    related to severance expenses for certain former executives and
    bonus compensation associated with our Parents initial
    public offering.  Fiscal
    Year Ended March 30, 2007 Compared to Fiscal Year Ended
    March 31, 2006
    Fiscal Year EndedMarch 30, 2007


March 31, 2006(Dollars in thousands)Revenue

$
2,082,274



100.0
%

$
1,966,993



100.0
%Cost of services


(1,817,707
)


(87.3
)%


(1,722,089
)


(87.5
)%Selling, general and administrative expenses


(107,681
)


(5.2
)%


(97,520
)


(5.0
)%Depreciation and amortization expense


(43,401
)


(2.1
)%


(46,147
)


(2.4
)%Operating income


113,485



5.4
%


101,237



5.1
%Interest expense


(58,412
)


(2.8
)%


(56,686
)


(2.9
)%Loss on early extinguishment of debt


(3,484
)


(0.1
)%






0.0
%Net earnings from affiliates


2,913



0.1
%






0.0
%Interest income


1,789



0.1
%


461



0.0
%Income before taxes


56,291



2.7
%


45,012



2.2
%Provision for income taxes


(20,549
)


(1.0
)%


(16,627
)


(0.8
)%Net income

$
35,742



1.7
%

$
28,385



1.4
%   Consolidated
  Revenue 
 32




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##### Table of Contents



Costs of services  time-and-materials
  Selling, general and administrative expenses 
  Depreciation and amortization 
  Interest expense 
  Interest on mandatory redeemable shares 
  Loss on debt extinguishment 
  Tax expense and tax rate
 33




---



##### Table of Contents



Results
    by Reportable Operating Segment
  Government
    Services
    Fiscal Year EndedMarch 30, 2007(1)


March 31, 2006(1)


IncreaseRevenue

$
1,378,889


$
1,281,383


$
97,506Operating income

$
99,463


$
94,957


$
4,506     (1)
    
    During our fiscal 2008 first quarter, certain contracts were
    reclassified between our two segments. For comparability, we
    have recasted our fiscal 2007 and 2006 revenue and operating
    income related to these contracts within our MD&A
    discussion and within Note 12 to our consolidated financial
    statements. The recasting had no impact on our consolidated
    results of operations, financial position or cash flows.  Revenue
    
    increased aviation support services of drug eradication
    activities under the Air-Wing program in South America and
    Afghanistan  $85.8 million;
    higher net number of international police liaison officers
    deployed in the Middle East under the Civilian Police
    program  $16.0 million;
    additional contingency and logistics services provided to the
    Africa Peacekeeping contract 
    $43.4 million; and
    new construction, maintenance and contingency
    contracts  $47.0 million.
    additional contracts recasted into GS from MTSS 
    $2.5 million.    
    conclusion of five task orders under the World Wide Personal
    Protective Services program  $73.8 million;
    the suspension of a security contract with a customer located in
    the Middle East  $11.8 million; and
    non-recurring contingency and logistics services provided to
    FEMA after hurricane Katrina  $11.6 million.  Operating
    income
    
    improved profitability on fixed-price task orders under the
    Air-Wing program due to strong performance and favorable
    contract changes  $11.4 million;
    increased logistic support services under the Africa
    Peacekeeping program with the DoS  $3.7 million;
    a contract modification for construction activities in
    Afghanistan completed in earlier periods 
    $7.6 million; and
    a reduction in bad debt expense  $7.0 million.
    impact of additional contracts recasted into GS from
    MTSS  $0.6 million. 34




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##### Table of Contents




    the suspension of a security contract with a customer located in
    the Middle East  $7.8 million;
    lower contribution from the Worldwide Personal Protection
    Services programs, including the completion of task orders in
    Israel, Haiti, Afghanistan and central Iraq, unrealized
    investment in personnel training and cost in excess of contract
    funding to complete the construction of a base camp in Iraq for
    the DoS  $14.5 million;
    non-recurring contingency and logistics services provided to
    FEMA after hurricane Katrina 
    $2.8 million; and
    lower contribution from the Forward Operating Locations
    programs, primarily due to a lower number of vehicles purchased
    by the customer  $0.7 million.  Maintenance &
    Technical Support Services
    Fiscal Year EndedMarch 30, 2007(1)


March 31, 2006(1)


IncreaseRevenue

$
703,385


$
686,610


$
17,775Operating income

$
14,022


$
6,280


$
7,742     (1)
    
    During our fiscal 2008 first quarter, certain contracts were
    reclassified between our two segments. For comparability, we
    have recasted our fiscal 2007 and 2006 revenue and operating
    income related to these contracts within our MD&A
    discussion and within Note 12 to our consolidated financial
    statements. The recasting had no impact on our consolidated
    results of operations, financial position or cash flows.  Revenue
    
    an increase in personnel and services provided under the
    Contract Field Teams program  $19.7 million;
    increased domestic aviation services provided to the
    U.S. Air Force through a subcontract agreement under the
    C-21 Contractor Logistics Support program 
    $25.7 million;
    revenue recorded in connection with wage pass-through
    claims  $10.4 million; and
    new business and net growth in existing contracts 
    $24.5 million.    
    reduced U.S. government funding for the Army Pre-Positioned
    Stocks Afloat program  $20.7 million;
    the completion of the Fort Hood contract and Bell
    Helicopter contracts under the Domestic Aviation
    program  $31.4 million;
    decrease in services provided on the V-22 helicopter under the
    Contract Field Teams contract 
    $2.3 million; and
    cyclic nature of time between overhauls on engines and
    propellers performed under the LCCS program 
    $5.4 million.
    additional contracts recasted to GS from MTSS 
    $2.5 million. 35




---



##### Table of Contents



Operating
    income
    
    wage pass-through claims  $10.4 million;
    various new business and net growth in existing
    contracts  $5.5 million;
    increased domestic aviation services provided to the
    U.S. Air Force through a subcontract agreement under the
    C-21 Contractor Logistics Support program 
    $0.4 million; and
    improved profitability on the Contract Field Teams program,
    which benefited from maintenance and repair activities performed
    on military equipment returning from Iraq and
    Afghanistan  $1.3 million.    
    operating losses from services provided to the U.S. Army
    under the LCCS program and CSS program 
    $8.0 million; and  
    completion of the Fort Hood contract in July
    2006  $1.1 million.  
    impact of additional contracts recasted to GS from
    MTSS  $0.6 million.  Liquidity
    and Capital Resources
    Consolidated
    Cash Flows
    Fiscal Year EndedMarch 28,


March 30,


March 31,2008


2007


2006(Dollars in thousands)Net Cash provided by operating activities

$
42,361


$
93,533


$
55,111Net Cash used by investing activities


(11,306
)


(7,595
)


(6,231
)Net Cash provided by (used by) financing activities


(48,131
)


(4,056
)


(41,781
)      36




---



##### Table of Contents



Financing
    March 28,


March 30,2008


2007(Dollars in thousands)Term loans

$
301,130


$
338,9629.5% Senior subordinated notes


292,032



292,032593,162



630,994Less current portion of long-term debt


(3,096
)


(37,850
)Total long-term debt

$
590,066


$
593,144  37




---



##### Table of Contents



Contractual
    Commitments
    Fiscal2009


2010


2011


2012


2013


Thereafter


Total(Dollars in thousands)Contractual Obligations:Senior Secured Credit Facility Term Loan(1)

$
3,096


$
3,096


$
294,938


$



$



$



$
301,130Senior Subordinated Notes


















292,032







292,032Operating Leases(2)


22,366



8,755



7,851



7,787



7,490



20,941



75,190Interest on Indebtedness(3)


41,598



41,454



34,563



27,743



24,200







169,558Contractual Indemnity(4)






4,267



















4,267Management Fee(5)


300



300



300



300



300



300



1,800Total Contractual Obligations

$
67,360


$
57,872


$
337,652


$
35,830


$
324,022


$
21,241


$
843,977     (1)
    
    Includes effect of mandatory payment of term loan with excess
    cash flow. See Note 6 to our consolidated financial
    statements.(2)
    
    For additional information about our operating leases, see
    Note 7 to our consolidated financial statements.(3)
    
    Represents interest expense calculated using interest rates of:
    (i) 4.625% on the term loan; and (ii) 9.5% on the
    senior subordinated notes.(4)
    
    Contracted statutory severance obligation for employees due at
    end of a specific U.S. federal government contract. Payment will
    be deferred if the contract is extended beyond the current term.(5)
    
    For additional information on the management fee, see
    Note 14 to our consolidated financial statements. 38




---



##### Table of Contents



Backlog
        March 28, 2008


March 30, 2007


March 31, 2006(Dollars in millions)GS:Funded Backlog

$
608


$
883


$
627Unfunded Backlog


4,091



3,848



743Total GS Backlog

$
4,699


$
4,731


$
1,370MTSS:Funded Backlog

$
556


$
519


$
397Unfunded Backlog


706



882



874Total MTSS Backlog

$
1,262


$
1,401


$
1,271Total Consolidated:Funded Backlog

$
1,164


$
1,402


$
1,024Unfunded Backlog


4,797



4,730



1,617Total Consolidated Backlog

$
5,961


$
6,132


$
2,641     Estimated
    Remaining Contract Value
   39




---



##### Table of Contents



March 28, 2008


March 30, 2007


March 31, 2006(Dollars in millions)GS Estimated Remaining Contract Value

$
6,204


$
7,591


$
3,861MTSS Estimated Remaining Contract Value


1,281



1,400



1,866Total Estimated Remaining Contract Value

$
7,485


$
8,991


$
5,727   Off-Balance
    Sheet Arrangements
    Effects
    of Inflation
  time-and-materials
  Critical
    Accounting Policies
      Revenue
    Recognition
   40




---



##### Table of Contents



Federal Government Contracts Federal
    Government Contractors
  time-and-materials
        Construction Contracts or Contract Elements
  Software Contracts or Contract Elements
  Other Contracts or Contract Elements
 41




---



##### Table of Contents



Deferred
    Taxes, Tax Valuation Allowances and Tax Reserves
      non-U.S. subsidiaries,
         42




---



##### Table of Contents



Equity-Based
    Compensation Expense
  Share-Based Payment
        Recent
    Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Interest
    Rate Risk
   43




---



##### Table of Contents



AverageExpected Maturity as of March 28, 2008 Fiscal Year


Interest2009


2010


2011


2012


2013


Thereafter


Total


Rate(Dollars in thousands)Fixed Rate


















292,032







292,032



9.50Variable Rate


3,096



3,096



294,938















301,130



4.625Total debt


3,096



3,096



294,938







292,032







593,162     Accounting for Derivative Instruments and Hedging
    Activities.
  Foreign
    Currency Exchange Rate Risk
   44




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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


46Consolidated Statements of Income for the fiscal
    years ended March 28, 2008, March 30, 2007 and
    March 31, 2006


47Consolidated Balance Sheets as of March 28,
    2008 and March 30, 2007


48Consolidated Statements of Cash Flows for the
    fiscal years ended March 28, 2008, March 30, 2007 and
    March 31, 2006


49Consolidated Statements of Members Equity
    for the fiscal years ended March 28, 2008, March 30,
    2007 and March 31, 2006


50Notes to Consolidated Financial Statements


51  45




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  46




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC



CONSOLIDATED
    STATEMENTS OF INCOME  Fiscal Year EndedMarch 28,


March 30,


March 31,2008


2007


2006(Dollars in thousands, except per share data)Revenue

$
2,139,761


$
2,082,274


$
1,966,993Cost of services


(1,859,666
)


(1,817,707
)


(1,722,089
)Selling, general and administrative expenses


(117,919
)


(107,681
)


(97,520
)Depreciation and amortization expense


(42,173
)


(43,401
)


(46,147
)Operating income


120,003



113,485



101,237Interest expense


(55,374
)


(58,412
)


(56,686
)Loss on early extinguishment of debt






(3,484
)


Earnings from affiliates


4,758



2,913



Interest income


3,062



1,789



461Other income, net


199







Income before income taxes


72,648



56,291



45,012Provision for income taxes


(27,999
)


(20,549
)


(16,627
)Income before minority interest


44,649



35,742



28,385Minority interest


3,306







Net income

$
47,955


$
35,742


$
28,385    47




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC



CONSOLIDATED
    BALANCE SHEETS  March 28,


March 30,2008


2007(Amounts in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
85,379


$
102,455Restricted cash


11,308



20,224Accounts receivable, net of allowances of $268 and $3,428


513,312



461,950Prepaid expenses and other current assets


109,027



69,487Deferred income taxes


17,341



12,864Total current assets


736,367



666,980Property and equipment, net


15,442



12,646Goodwill


420,180



420,180Tradename


18,318



18,318Other intangibles, net


176,146



214,364Deferred income taxes


18,168



13,459Other assets, net


18,088



16,954Total assets

$
1,402,709


$
1,362,901LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Current portion of long-term debt

$
3,096


$
37,850Accounts payable


148,787



127,282Accrued payroll and employee costs


85,186



88,929Other accrued liabilities


129,240



116,308Income taxes payable


8,245



13,682Total current liabilities


374,554



384,051Long-term debt, less current portion


590,066



593,144Other long-term liabilities


13,804



6,032Commitments and contingenciesMembers equity:Members units, 100 outstanding

$
321,414


$
316,633Retained earnings


109,785



63,205Accumulated other comprehensive loss


(6,914
)


(164
)Total members equity


424,285



379,674Total liabilities and members equity

$
1,402,709


$
1,362,901    48




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year EndedMarch 28,


March 30,


March 31,2008


2007


2006(Dollars in thousands)Cash flows from operating activitiesNet income

$
47,955


$
35,742


$
28,385Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


43,492



45,251



47,020Loss on early extinguishment of debt






2,657



Excess tax benefits from equity-based compensation


(686
)


(495
)


Amortization of deferred loan costs


3,015



3,744



2,878(Recovery) provision for losses on accounts receivable


(923
)


(2,500
)


4,204Earnings from affiliates


(4,758
)


(2,913
)


(214
)Deferred income taxes


(1,017
)


(14,010
)


(9,407
)Equity-based compensation


4,599



2,353



2,417Minority interest


(3,306
)






Changes in assets and liabilities:Restricted cash


8,916



(20,224
)


Accounts receivable


(49,675
)


(19,255
)


(21,885
)Prepaid expenses and other current assets


(36,123
)


(25,165
)


(17,485
)Accounts payable and accrued liabilities


31,679



82,427



10,828Income taxes payable


(3,458
)


5,921



8,370Distributions from affiliates


2,651







Net cash provided by operating activities


42,361



93,533



55,111Cash flows from investing activitiesPurchase of property and equipment


(6,081
)


(7,037
)


(2,271
)Purchase of computer software


(1,657
)


(2,280
)


(3,909
)Other assets


(3,568
)


1,722



(51
)Net cash used by investing activities


(11,306
)


(7,595
)


(6,231
)Cash flows from financing activitiesPayments on long-term debt


(37,832
)


(30,556
)


(3,449
)Premium paid on redemption of senior subordinated notes






(2,657
)


Payment of deferred financing costs






(640
)


Borrowings under other financing arrangements


7,423



18,770



Net transfers from parent company






17,943



Payments under other financing arrangements


(18,408
)


(7,411
)


Excess tax benefits from equity-based compensation


686



495



Payments under revolving credit facilities










(35,000
)Payment of initial public offering costs










(1,940
)Payment of debt issuance costs










(909
)Purchase of interest rate cap










(483
)Net cash provided by (used by) financing activities


(48,131
)


(4,056
)


(41,781
)Net (decrease) increase in cash and cash equivalents


(17,076
)


81,882



7,099Cash and cash equivalents, beginning of year


102,455



20,573



13,474Cash and cash equivalents, end of year

$
85,379


$
102,455


$
20,573Income taxes paid (net of refunds)

$
36,740


$
26,183


$
19,025Interest paid

$
53,065


$
49,090


$
57,464Non-cash investing activities

$



$



$
1,194    49




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC



CONSOLIDATED
    STATEMENTS OF MEMBERS EQUITY  (AccumulatedDeficit)


AccumulatedMembers


Retained


OtherUnits


Earnings


Comprehensive


Total(Dollars and shares in thousands)Balance at April 1, 2005

$
224,808


$
(922
)

$
22


$
223,908Comprehensive income:Net income






28,385







28,385Change in fair value of interest rate cap










20



20Foreign currency translation










(260
)


(260
)Comprehensive income






28,385



(240
)


28,145Working capital adjustment


71,689











71,689Equity-based compensation


2,417











2,417Balance 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










(16
)


(16
)Foreign currency translation










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










276



276Interest Rate Swap










(7,174
)


(7,174
)Currency translation Adjustment










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
)

$
424,285    50




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  For the Fiscal Years Ended March 28, 2008,
    March 30, 2007 and March 31, 2006
  Note 1 
    Significant
    Accounting Policies and Accounting Developments    Principles
    of Consolidation
  Consolidation of Variable
    Interest Entities
    DynEgypt LLC


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
%       Revenue
    Recognition and Cost Estimation on Long-Term
    Contracts
  General 
   51




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          percentage-of-completion
  Federal Government Contracts Federal Government Contractors percentage-of-completion
  time-and-materials
  cost-to-cost
    percentage-of-completion percentage-of-completion
   52




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  percentage-of-completion
  Construction Contracts or Contract Elements  81-1, Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts percentage-of-completion
  Software Contracts or Contract Elements SOP 97-2, Software Revenue Recognition 03-5, Applicability of AICPA Statement of Position
    97-2 to
    Non-Software Deliverables in an Arrangement Containing
    More-Than-Incidental
    Software SOP 97-2 SOP 97-2 SOP 81-1.
  Other Contracts or Contract Elements non-U.S. federal EITF 00-21, Revenue Arrangements with Multiple
    Deliverables
  Revenue Recognition in
    Financial Statements non-U.S. federal
  Cash
    and cash equivalents
    Restricted
    cash
   53




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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, including Amortized
    Intangibles
  cost-of-capital
     54




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Indefinite
    Lived Assets
    Income
    Taxes
      Equity-Based
    Compensation Expense
  Share-Based Payment
  Fair
    Values of Financial Instruments
   55




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    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
    Reporting
    Segments
    Accounting
    Developments
  No. 157-2,
     56




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 2 
    Goodwill
    and other Intangible Assets    GS


MTSS


Total(Dollars in thousands)Balance  March 31, 2006

$
319,866


$
100,314


$
420,180Transfer between reporting segments(1)


20,163



(20,163
)


Balance  March 30, 2007

$
340,029


$
80,151


$
420,180Additions or adjustments










Balance as of March 28, 2008

$
340,029


$
80,151


$
420,180     (1)
    
    Transfer between reporting segments is the result of a
    reorganization of the Companys reporting structure within
    its segments and a related independent fair value analysis of
    the reporting units within the Companys reporting
    segments, in the manner required by SFAS 142. 57




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     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   March 30, 2007WeightedAverageUseful Life


Gross


Accumulated(Years)


Carrying Value


Amortization


Net(Amounts in thousands, except years)Finite-lived intangible assets:Customer-related intangible assets


8.5


$
290,381


$
(82,233
)

$
208,148Other


4.2



12,599



(6,383
)


6,216$
302,980


$
(88,616
)

$
214,364Indefinite-lived intangible assets  Tradename





$
18,318


$



$
18,318       AmortizationExpense(Dollars in thousands)Estimate for fiscal year 2009

$
37,458Estimate for fiscal year 2010


37,141Estimate for fiscal year 2011


32,879Estimate for fiscal year 2012


22,310Estimate for fiscal year 2013


18,710Thereafter


27,648  58




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3 
    Income
    Taxes    Fiscal Year EndedMarch 28, 2008


March 30, 2007


March 31, 2006(Dollars in thousands)Current portion:Federal

$
22,203


$
28,295


$
22,849State


2,338



1,629



1,448Foreign


4,475



4,635



1,61829,016



34,559



25,915Deferred portion:Federal


(1,026
)


(12,635
)


(8,797
)State


22



(348
)


(338
)Foreign


(13
)


(1,027
)


(153
)(1,017
)


(14,010
)


(9,288
)Provision for income taxes

$
27,999


$
20,549


$
16,627     March 28, 2008


March 30, 2007(Dollars in thousands)Deferred tax assets related to:Workers compensation accrual

$
9,481


$
7,169Accrued vacation


7,086



6,383Bad debt allowance


3,435



6,350Completion bonus allowance


5,761



4,458Accrued severance


1,027



1,991Foreign tax credit carryforwards






1,725Accrued executive incentives


1,526



1,561Depreciable assets


885



1,222Warranty reserve


458



1,041Legal reserve


7,180



884Accrued health costs


750



768Leasehold improvements


448



352Interest rate swap


4,223



Other accrued liabilities and reserves


2,008



1,160Total deferred tax assets


44,268



35,064 59




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 28, 2008


March 30, 2007(Dollars in thousands)Deferred tax liabilities related to:Prepaid insurance


(1,096
)


(5,122
)Customer intangibles


(7,196
)


(3,157
)Deferred revenue


(467
)


(462
)Total deferred tax liabilities


(8,759
)


(8,741
)Deferred tax assets, net

$
35,509


$
26,323     March 28, 2008


March 30, 2007(Dollars in thousands)Current deferred tax assets

$
17,341


$
12,864Non-current deferred tax assets


18,168



13,459Deferred tax assets, net

$
35,509


$
26,323     Fiscal Year EndedMarch 28, 2008


March 30, 2007


March 31, 2006Statutory rate


35.0
%


35.0
%


35.0
%State income tax, less effect of federal deduction


2.0
%


1.2
%


1.4
%Minority interest


1.5
%


0.0
%


0.0
%Other


0.0
%


0.3
%


1.3
%Valuation allowance


0.0
%


0.0
%


(0.8
)%Effective tax rate


38.5
%


36.5
%


36.9
%   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 yearsReductions for tax positions of prior years


(4,786
)Settlements


Lapse of statute of limitations


Balance at March 28, 2008

$
2,714    60




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 4 
    Accounts
    Receivable    March 28, 2008


March 30, 2007(Dollars in thousands)Billed, net

$
193,337


$
227,942Unbilled


319,975



232,543Other receivables






1,465Total

$
513,312


$
461,950     Note 5 
    401(k)
    Savings Plans   61




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Long-Term
    Debt    March 28, 2008


March 30, 2007(Dollars in thousands)Term loans

$
301,130


$
338,9629.5% Senior subordinated notes


292,032



292,032593,162



630,994Less current portion of long-term debt


(3,096
)


(37,850
)Total long-term debt

$
590,066


$
593,144     (Dollars in thousands)2009

$
3,0962010


3,0962011


294,9382012


2013


292,032Thereafter


Total long-term debt (including current portion)

$
593,162   Senior
    Secured Credit Facility
         62




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          9.5% Senior
    Subordinated Notes
         63




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 7 
    Commitments
    and Contingencies  Commitments
      Fiscal Year

Real Estate


Equipment


Services2009

$
14,129


$
3,614


$
4,6232010


7,959



796



2011


7,436



415



2012


7,448



339



2013


7,328



162



Thereafter


20,941







$
65,241


$
5,326


$
4,623     Contingencies
  Litigation
     64




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        U.S. Government Investigations
   65




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    U.S. Government Audits
    Credit Risk
  Risk Management Liabilities and Reserves
  Note 8 
    Valuation
    and Qualifying Accounts  For the
    Fiscal Years Ended March 28, 2008, March 30, 2007 and
    March 31, 2006
  Charged/(Credited)


DeductionsBeginning


to Costs and


from


End ofof Period


Expense


Reserve(1)


Period(Dollars in thousands)Allowance for doubtful accounts:April 2, 2005  March 31, 2006

$
4,500



4,203



(224
)

$
8,479April 1, 2006  March 30, 2007

$
8,479



(2,500
)


(2,551
)

$
3,428March 31, 2007  March 28, 2008

$
3,428



(923
)


(2,237
)

$
268     (1)
    
    Deductions from reserve represent accounts written off, net of
    recoveries. 66




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9 
    Interest
    Rate Derivatives    Fixed


VariableNotional


Interest


Interest RateDate Entered

Amount


Rate Paid*


Received


Expiration DateApril 2007

$
168,620



4.975
%


3-month LIBOR



May 2010April 2007

$
31,380



4.975
%


3-month LIBOR



May 2010September 2007

$
75,000



4.910
%


3-month LIBOR



September 2008     *
    
    plus applicable margin (2% at March 28, 2008)      Note 10 
    Equity-Based
    Compensation  Class B
    Equity
       67




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      March 28,


March 30,


March 31,2008


2007


2006Risk-free interest rate


4.10
%


4.75
%


4.00
%Expected volatility


47
%


45
%


40
%Expected lives (for Black-Scholes model input)


2.4 years



4.5 years



5.0 yearsAnnual rate of quarterly dividends


0
%


0
%


0
%     % Interest


Grant Datein DIV Holding


Fair ValueFiscal Year 2006 Grants


6.44
%

$
7,641Fiscal Year 2006 Forfeitures


(0.04
)%


(53
)Balance 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
%

$
13,248March 31, 2006 Vested


1.17
%

$
1,383Fiscal Year 2007 Vesting


0.88
%


1,414March 30, 2007 Vested


2.05
%

$
2,797Fiscal Year 2008 Vesting


0.77
%


1,844March 28, 2008 Vested


2.82
%

$
4,641March 31, 2006 Nonvested


5.23
%

$
6,205March 30, 2007 Nonvested


4.30
%

$
10,486March 28, 2008 Nonvested


3.42
%

$
8,607  68




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal year ended April 3, 2009

$
2,421Fiscal year ended April 2, 2010


1,291Fiscal year ended April 1, 2011 and thereafter


672Total

$
4,384   2007
    Omnibus Equity Incentive Plan
        Outstanding


Weighted AverageRestricted


Grant DateStock Units


Fair ValueOutstanding, March 30, 2007





$
Units granted


161,550



21.48Units cancelled


(1,950
)


21.19Units vested






Outstanding, March 28, 2008


159,600


$
21.49      69




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal year ended April 3, 2009

$
1,313Fiscal year ended April 2, 2010


299Fiscal year ended April 1, 2011 and thereafter


222Total

$
1,834   Note 11 
    Composition
    of Certain Financial Statement Captions    Prepaid expense and other current assets 
  March 28,


March 30,2008


2007Prepaid expenses

$
43,205


$
38,182Inventories


8,463



9,836Work-in-process


45,245



21,469Minority interest


3,306



Other current assets


8,808



$
109,027


$
69,487     Property and equipment, net
  March 28,


March 30,2008


2007Computers and other equipment

$
11,813


$
7,960Leasehold improvements


4,649



4,437Office furniture and fixtures


5,272



3,331Gross property and equipment


21,734



15,728Less accumulated depreciation


(6,292
)


(3,082
)Property and equipment, net

$
15,442


$
12,646  70




---



##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other assets, net
  March 28,


March 30,2008


2007Deferred financing costs, net

$
11,350


$
14,365Deferred offering costs


24



126Investment in affiliates


6,287



2,195Other


427



268$
18,088


$
16,954     Accrued payroll and employee costs
  March 28,


March 30,2008


2007Wages, compensation and other benefits

$
57,940


$
64,410Accrued vacation


24,760



22,290Accrued contributions to employee benefit plans


2,486



2,229$
85,186


$
88,929   Other accrued liabilities
  March 28,


March 30,2008


2007Deferred revenue

$
53,083


$
53,749Insurance expense


36,260



43,870Interest expense


9,885



10,398Contract losses


134



1,297Legal matters


19,851



2,443Short-term swap liability


5,783



Other


4,244



4,551$
129,240


$
116,308     Note 12 
    Segment
    and Geographic Information   71




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year Ended(2)March 28,


March 30,


March 31,2008


2007


2006RevenueGovernment Services

$
1,404,985


$
1,378,889


$
1,281,383Maintenance and Technical Support Services


734,776



703,385



685,610Total reportable segments

$
2,139,761


$
2,082,274


$
1,966,993Operating IncomeGovernment Services

$
95,946


$
99,463


$
94,957Maintenance and Technical Support Services


24,057



14,022



6,280$
120,003


$
113,485


$
101,237Depreciation and amortizationGovernment Services

$
31,594


$
32,290


$
33,618Maintenance and Technical Support Services


11,898



12,961



13,402Total reportable segments

$
43,492


$
45,251


$
47,020AssetsGovernment Services

$
933,319


$
940,582


$
878,873Maintenance and Technical Support Services


342,362



287,706



315,796Total reportable segments


1,275,681



1,228,288



1,194,669Corporate activities(1)


127,028



134,613



44,420$
1,402,709


$
1,362,901


$
1,239,089     (1)
    
    Assets primarily include cash, deferred income taxes, and
    deferred debt issuance cost.(2)
    
    During our fiscal 2008 first quarter, certain contracts were
    reclassified between our two segments. For comparability, we
    have recasted revenue and operating income related to these
    contracts. 72




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fiscal Year EndedMarch 28,


March 30,


March 31,2008


2007


2006United States

$
718,787



34
%

$
668,875



32
%

$
703,117



36
%Middle East


1,120,910



52
%


955,811



46
%


952,496



48
%Other Americas


194,767



9
%


220,176



11
%


194,429



10
%Europe


46,242



2
%


59,780



3
%


41,410



2
%Other


59,055



3
%


177,632



8
%


75,541



4
%Total

$
2,139,761



100
%

$
2,082,274



100
%

$
1,966,993



100
%       Note 13 
    Quarterly
    Financial Data (Unaudited)    Fiscal Year 2008First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
548,673


$
495,109


$
523,071


$
572,908Operating Income

$
32,202


$
33,947


$
30,825


$
23,029Net income

$
12,258


$
13,953


$
11,960


$
9,784   Fiscal Year 2007First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
537,684


$
474,721


$
517,539


$
552,330Operating Income

$
28,808


$
9,524


$
32,254


$
42,899Net income (loss)

$
(617
)

$
(2,880
)

$
11,594


$
18,926   Note 14 
    Related
    Parties  Management
    Fee
   73




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Joint
    Ventures
  prepaid expenses and other current assets
    Note 15 
    Consolidating
    Financial Statements of Subsidiary Guarantors           74




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Balance Sheet Information
 March 28,
    2008
  Subsidiary


SubsidiaryParent


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















509,066Other 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  75




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Balance Sheet Information
 March 30,
    2007
  Subsidiary


SubsidiaryParent


Guarantor


Non-Guarantors


Eliminations


Consolidated(Dollars in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
95,458


$
5,212


$
1,785


$



$
102,455Restricted cash






20,224











20,224Accounts receivable, net


425,847



35,979



124







461,950Prepaid expenses and other current assets


55,404



26,883



64







82,351Total current assets


576,709



88,298



1,973







666,980Property and equipment, net


8,592



3,496



558







12,646Goodwill


398,559



21,621











420,180Tradename


18,318















18,318Other intangibles, net


200,479



13,885











214,364Investment in subsidiaries


30,410



529







(30,939
)


Other assets, net


29,863



550











30,413Intercompany receivables










56,326



(56,326
)


Total assets

$
1,262,930


$
128,379


$
58,857


$
(87,265
)

$
1,362,901LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Current portion of long-term debt

$
37,850


$



$



$



$
37,850Accounts payable


118,806



8,466



10







127,282Accrued payroll and employee costs


53,971



9,072



25,886







88,929Other accrued liabilities


39,873



47,755



28,680







116,308Income taxes payable


11,997



1,571



114







13,682Total current liabilities


262,497



66,864



54,690







384,051Long-term debt, less current portion


593,144















593,144Other long-term liabilities


2,412



3,620











6,032Intercompany payables


25,203



31,123







(56,326
)


Members equity


379,674



26,772



4,167



(30,939
)


379,674Total liabilities and members equity

$
1,262,930


$
128,379


$
58,857


$
(87,265
)

$
1,362,901  76




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Statement of Operations Information
 For the
    Fiscal Year Ended March 28, 2008
  Subsidiary


SubsidiaryParent


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  77




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Statement of Operations Information
 For the
    Fiscal Year Ended March 30, 2007
  Subsidiary


SubsidiaryParent


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
)Net 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  78




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Statement of Operations Information
 For the
    Fiscal Year Ended March 31, 2006
  Subsidiary


SubsidiaryParent


Guarantor


Non-Guarantors


Eliminations


Consolidated(Dollars in thousands)Revenue

$
1,731,796


$
235,197


$
205,428


$
(205,428
)

$
1,966,993Cost of services


(1,500,303
)


(222,196
)


(205,018
)


205,428



(1,722,089
)Selling, general and administrative expenses


(91,522
)


(5,997
)


(1
)






(97,520
)Depreciation and amortization expense


(46,061
)






(86
)






(46,147
)Operating income


93,910



7,004



323







101,237Interest (expense) income


(56,703
)


16



1







(56,686
)Equity in income of subsidiaries


6,764



210







(6,974
)


Interest income


461















461Income before income taxes


44,432



7,230



324



(6,974
)


45,012Provision for income taxes


(16,047
)


(459
)


(121
)






(16,627
)Net income

$
28,385


$
6,771


$
203


$
(6,974
)

$
28,385  79




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Statement of Cash Flow Information
 For the
    Fiscal Year Ended March 28, 2008
  Subsidiary


SubsidiaryParent


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) Parent


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  80




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Statement of Cash Flow Information
 For the
    Fiscal Year Ended March 30, 2007
  Subsidiary


SubsidiaryParent


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) Parent


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  81




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##### Table of Contents



DYNCORP
    INTERNATIONAL LLC
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  DynCorp
    International LLC and Subsidiaries
  Condensed
    Consolidating Statement of Cash Flow Information
 For the
    Period Ended March 31, 2006
  Subsidiary


SubsidiaryParent


Guarantor


Non-Guarantors


Eliminations


Consolidated(Dollars in thousands)Net cash provided by operating activities

$
18,189


$
22,304


$
14,618






$
55,111Cash flows from investing activities:Purchase of property and equipment


(1,711
)


(483
)


(77
)






(2,271
)Other investing cash flows


(3,960
)














(3,960
)Net cash used in investing activities


(5,671
)


(483
)


(77
)






(6,231
)Cash flows from financing activities:Net transfers from (to) Parent


26,299



(12,495
)


(13,804
)






Payments on credit facility


(35,000
)














(35,000
)Other financing activities


(6,781
)














(6,781
)Net cash used in financing activities


(15,482
)


(12,495
)


(13,804
)






(41,781
)Net increase in cash and cash equivalents


(2,964
)


9,326



737







7,099Cash and cash equivalents, beginning of period


10,531



1,423



1,520







13,474Cash and cash equivalents, end of period

$
7,567


$
10,749


$
2,257


$



$
20,573  82




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##### Table of Contents



Note 16 
    Subsequent
    Events (Unaudited)  Reporting
    Segment change
      International Security Services (ISS)
  Logistics and Construction Management
    (LCM )
  Maintenance and Technical Support Services
    (MTSS)
    Fiscal Year EndedMarch 28,


March 30,


March 31,2008


2007


2006(Dollars in thousands)RevenueInternational Security Services

$
1,097,083


$
1,086,481


$
1,039,650Logistics and Construction Management


285,317



266,050



218,711Maintenance and Technical Support Services


757,361



729,743



708,632Total reportable segments

$
2,139,761


$
2,082,274


$
1,966,993   Other
    Events
      Form 8-K
    83




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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
  Rules 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
    Internal Control  Integrated Framework
    Changes
    in Internal Control Over Financial Reporting
   84




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
       85




---



##### 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
    ACCOUNTING FEES AND SERVICES.    Deloitte & Touche LLP Fees

2008


2007Audit Fees(1)

$
2,499,111


$
1,686,514Audit-Related Fees(2)

$
88,600


$
0Tax Fees(3)

$
16,926


$
50,000All Other Fees

$
0


$
0     (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.     86




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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 Operations for the fiscal years ended
    March 28, 2008, March 30, 2007 and March 31, 2006.
    Consolidated Balance Sheets as of March 28, 2008 and
    March 30, 2007.
    Consolidated Statement of Cash Flows for the fiscal years ended
    March 28, 2008, March 30, 2007 and March 31, 2006.
    Consolidated Statements of Members Equity for the fiscal
    years ended March 28, 2008, March 30, 2007 and
    March 31, 2006.
    Notes to Consolidated Financial Statements.  Financial Statement Schedules:
  Exhibits:
 87




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##### Table of Contents



SIGNATURES
    DYNCORP INTERNATIONAL LLC
  
  Name:
    William L. BallhausTitle:
    President and Chief Executive Officer      Signature

Title

Date/s/  William
    L. BallhausWilliam
    L. Ballhaus

President and Chief Executive Officer (principal executive
    officer)

June 10, 2008/s/  Michael
    J. ThorneMichael
    J. Thorne

Senior Vice President, Chief Financial Officer
    (principal financial and
    principal accounting officer)

June 10, 2008/s/  Robert
    B. McKeonRobert
    B. McKeon

Sole Manager

June 10, 2008  88




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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)3
.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) 89




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##### Table of Contents



ExhibitNumber

Description4
.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)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)10
.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.10
.17+*

Employment Agreement effective as of July 16, 2007 between
    DynCorp International LLC and Anthony C. Zinni.10
.18

DynCorp International Inc. 2007 Omnibus Incentive Plan12
.1*

Statement re: computation of ratios.21
.1*

List of subsidiaries of DynCorp International LLC 90




---



##### 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)



Filed as an exhibit to DynCorp International Inc.s Form
    10-K filed with the SEC on June 10, 2008. 91